Corporate Information [Board of Directors and Committees](index=3&type=section&id=Directors%20and%20Committees) The company's board comprises executive and independent non-executive directors, with changes in independent non-executive directors and committee chairs during the period, promptly adjusted to comply with listing rules - Independent Non-Executive Directors Ms. Hu Jingying and Mr. Mo Fan resigned on **February 14, 2025**[4](index=4&type=chunk)[6](index=6&type=chunk) - Ms. Jiao Jie was appointed Independent Non-Executive Director on **February 14, 2025**, and Ms. Wang Tingdan on **May 13, 2025**[4](index=4&type=chunk)[6](index=6&type=chunk) - The Audit Committee Chair changed from Ms. Hu Jingying to Mr. Chen Guanfa, and the Remuneration Committee Chair from Ms. Hu Jingying to Ms. Wang Tingdan[5](index=5&type=chunk)[6](index=6&type=chunk)[7](index=7&type=chunk) [Auditor and Legal Advisers](index=4&type=section&id=Auditor%20and%20Legal%20Advisers) The company's auditor changed from Deloitte Touche Tohmatsu to BDO Limited, with key legal advisers and bankers also listed - Deloitte Touche Tohmatsu retired as the company's auditor on **June 16, 2025**[9](index=9&type=chunk)[11](index=11&type=chunk) - BDO Limited was appointed as the company's auditor on **June 16, 2025**[9](index=9&type=chunk)[11](index=11&type=chunk) [Registered and Principal Offices](index=4&type=section&id=Registered%20and%20Principal%20Offices) The company's registered office is in the Cayman Islands, with principal offices in Hong Kong and Shenzhen, China [Securities Information](index=5&type=section&id=Securities%20Information) The company's shares are listed on the Hong Kong Stock Exchange under stock code 95, with a board lot size of 2,000 shares - The company's stock code on the Hong Kong Stock Exchange is **95**[13](index=13&type=chunk) - The board lot size is **2,000 shares**[13](index=13&type=chunk) Management Discussion and Analysis [Industry Review](index=6&type=section&id=Industry%20Review) In H1 2025, China's economy grew by **5.3%** amid challenges, with easing real estate policies and active Greater Bay Area development - In H1 2025, China's GDP grew by **5.3%** year-on-year at constant prices[15](index=15&type=chunk)[17](index=17&type=chunk) - Real estate policies continued to ease, with the PBoC lowering the 5-year LPR to **3.5%** and first-time provident fund loan rates to a record low of **2.6%**[16](index=16&type=chunk)[18](index=18&type=chunk) - National real estate development investment decreased by **11.2%** year-on-year, with new commercial housing sales area down **3.5%** and sales value down **5.5%**, showing narrowed declines[27](index=27&type=chunk)[29](index=29&type=chunk) - The Greater Bay Area's 9 mainland cities recorded **RMB 4.38 trillion** in total imports and exports, a **4.3%** year-on-year increase, surpassing Guangdong and national averages[28](index=28&type=chunk)[30](index=30&type=chunk) [Overall Performance](index=9&type=section&id=Overall%20Performance) In H1 2025, the Group focused on urban renewal and debt restructuring, experiencing revenue and profit declines but improved gross margin and expanded losses, with no dividend proposed - The Group focused on urban renewal, with strong sales for the Baishizhou project, solidifying its leading position in the Greater Bay Area core market[32](index=32&type=chunk)[36](index=36&type=chunk) - The Group actively pursued debt restructuring and strengthened cash flow management to ensure operational continuity and project control[34](index=34&type=chunk)[37](index=37&type=chunk) Key Financial Indicators for H1 2025 | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 1,039.7 | 1,942.8 | -46.5% | | Gross Profit | 376.3 | 437.7 | -14.0% | | Loss Attributable to Equity Holders | (1,837.9) | (1,528.2) | +20.3% | | Basic Loss Per Share (RMB cents) | (31.25) | (29.98) | +4.2% | | Gross Profit Margin (%) | 36% | 23% | +13 percentage points | | Bank Balances and Cash (at period-end) | 1,961.7 | 3,303.8 (Dec 31, 2024) | -40.6% | | Average Financing Cost (%) | 7.9% | 8.0% | -0.1 percentage points | | Gearing Ratio (%) | 78.6% | 76.9% (Dec 31, 2024) | +1.7 percentage points | | Return on Capital (%) | (11.24%) | (28.67%) | +17.43 percentage points | - The Board does not recommend the payment of any dividend for the six months ended **June 30, 2025**[45](index=45&type=chunk) [Business Review](index=11&type=section&id=Business%20Review) In H1 2025, Lvgem China pursued a strategy of focusing on urban renewal and asset management, with significant declines in property development revenue but stable commercial property and comprehensive services performance - The Group adhered to its 2025 development strategy: focusing on five quality projects, strengthening asset management and profitability, and deepening urban renewal efforts[48](index=48&type=chunk) - The Group sold its hotel property in California, USA, recouping **USD 20 million** in cash, optimizing its asset structure and easing financial pressure[61](index=61&type=chunk)[66](index=66&type=chunk)[67](index=67&type=chunk) - Fair value adjustments to investment properties resulted in a book loss, which is non-cash and does not impact actual operating cash flow or asset stability[65](index=65&type=chunk)[68](index=68&type=chunk) - As of **June 30, 2025**, the Group's land bank was approximately **6.3 million square meters**, with nearly **80%** located in core areas of Greater Bay Area cities[70](index=70&type=chunk)[73](index=73&type=chunk) [Real Estate Development and Sales](index=14&type=section&id=Real%20Estate%20Development%20and%20Sales) Real estate development remains the Group's core business, with H1 2025 revenue down **62.0%** and contracted sales down **80.3%**, primarily from key Greater Bay Area projects Real Estate Development and Sales Performance | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 527.5 | 1,389.2 | -62.0% | | Contracted Sales Amount | 1,057.6 | 5,389.7 | -80.3% | | GFA of Properties Recognized for Sale (0.1 million sq.m.) | 1.86 | 2.85 | -34.7% | - Baishizhou Project Phase I is topped out, with curtain wall construction nearly **70%** complete and interior decoration **60%** complete, expected for delivery in **January 2026**; Phase II is planned for full commencement in **2026**[55](index=55&type=chunk)[58](index=58&type=chunk) - The Baishizhou project maintains a strong market position in the luxury housing segment due to its prime location, high-standard planning, and smart technology amenities[72](index=72&type=chunk)[74](index=74&type=chunk) [Commercial Property Investment and Operations](index=15&type=section&id=Commercial%20Property%20Investment%20and%20Operations) The Group deepened its 'Zuo Lin' and 'NEO' dual-brand strategy, with H1 2025 commercial property revenue down **9.0%** to **RMB 311.8 million**, but core project occupancy remained high at **72%** Commercial Property Investment and Operations Performance | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 311.8 | 342.7 | -9.0% | | Investment Property Occupancy Rate | 72% | 78% | -6 percentage points | | Hong Kong Lvgem NEO Tower Occupancy Rate | 68% | 73% | -5 percentage points | - The Group holds over **30** commercial property projects with a total GFA exceeding **1.6 million square meters**[76](index=76&type=chunk)[78](index=78&type=chunk) [Comprehensive Services](index=15&type=section&id=Comprehensive%20Services) The Group provides property management, hotel operations, and value-added services, with H1 2025 comprehensive services revenue down **5.0%** to **RMB 200.4 million**, strengthening non-development business resilience Comprehensive Services Performance | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 200.4 | 210.9 | -5.0% | - Shenzhen Lvgem Jinjiang Hotel achieved an average occupancy rate of over **68%**[77](index=77&type=chunk)[79](index=79&type=chunk) [Future Outlook](index=16&type=section&id=Future%20Prospect) H2 2025 real estate market is expected to stabilize with policy support, urban renewal offering new opportunities; Lvgem China will focus on project delivery, debt restructuring, and accelerated sales to address liquidity and achieve stable growth - In H2, governments are expected to fully implement policies, with high-quality projects driving stable new home markets in core cities[82](index=82&type=chunk)[84](index=84&type=chunk) - Urban renewal is a key driver for high-quality development, with central and regulatory support expected to unleash investment and domestic demand potential[83](index=83&type=chunk)[85](index=85&type=chunk) - The Group will focus on the construction progress of five key projects, especially Baishizhou, ensuring timely completion of engineering milestones[89](index=89&type=chunk)[92](index=92&type=chunk) - The Group will actively advance the overall offshore debt restructuring process, aiming to reconfigure debt structure, extend repayment schedules, and reduce financial pressure[90](index=90&type=chunk)[92](index=92&type=chunk) - The Group will continue to strengthen product and sales capabilities, accelerate project destocking, and improve cash recovery efficiency[95](index=95&type=chunk)[98](index=98&type=chunk) [Financial Review](index=18&type=section&id=Financial%20Review) In H1 2025, total revenue decreased by **46.5%** to **RMB 1,039.7 million**, driven by reduced property sales; gross profit declined but margin improved to **36%**, with a net loss of **RMB 2,029.8 million** and increased gearing to **136.8%** amid liquidity challenges H1 2025 Revenue Composition | Business Segment | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | Change (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Real Estate Development and Sales | 527,497 | 1,389,244 | (861,747) | -62.0% | | Commercial Property Investment and Operations | 311,827 | 342,708 | (30,881) | -9.0% | | Comprehensive Services | 200,367 | 210,871 | (10,504) | -5.0% | | **Total** | **1,039,691** | **1,942,823** | **(903,132)** | **-46.5%** | H1 2025 Income Statement Key Data | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 1,039.7 | 1,942.8 | -46.5% | | Gross Profit | 376.3 | 437.7 | -14.0% | | Fair Value Change of Investment Properties | (1,070.1) | (951.7) | +12.4% | | Finance Costs | (682.6) | (833.5) | -18.1% | | Income Tax Credit (Expense) | 145.4 | (9.9) | N/A | | Loss for the Period | (2,029.8) | (1,610.4) | +26.0% | | Loss Attributable to Equity Holders | (1,837.9) | (1,528.2) | +20.3% | | Basic Loss Per Share (RMB cents) | (31.25) | (29.98) | +4.2% | H1 2025 Balance Sheet and Liquidity | Indicator | June 30, 2025 (RMB million) | December 31, 2024 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Bank Balances and Cash | 1,961.7 | 3,303.8 | -40.6% | | Total Borrowings | 32,185.5 | 33,578.7 | -4.1% | | Current Liabilities | 60,568.8 | 59,441.1 | +1.9% | | Net Current Assets | 2,702.3 | 3,183.4 | -15.1% | | Total Assets | 103,110.0 | 103,586.7 | -0.5% | | Total Liabilities | 81,011.7 | 79,605.5 | +1.8% | | Gearing Ratio | 78.6% | 76.9% | +1.7 percentage points | | Net Assets | 22,098.4 | 23,981.2 | -7.8% | | Capital Gearing Ratio | 136.8% | 126.2% | +10.6 percentage points | - As of **June 30, 2025**, approximately **RMB 29,634.2 million** in loans were secured by properties under development for sale, properties held for sale, investment properties, property, plant and equipment, equity instruments at fair value through other comprehensive income, and pledged bank deposits[132](index=132&type=chunk)[137](index=137&type=chunk)[367](index=367&type=chunk)[368](index=368&type=chunk) - On **January 16, 2025**, the Group sold its hotel property in Los Angeles, USA, for **USD 20 million** to reduce outstanding debt[133](index=133&type=chunk)[138](index=138&type=chunk) [Contingent Liabilities](index=23&type=section&id=Contingent%20Liabilities) As of **June 30, 2025**, the Group provided financial guarantees of approximately **RMB 6,894.0 million** for buyers' mortgage financing, with directors deeming loss unlikely due to collateralized property recourse - As of **June 30, 2025**, the Group provided financial guarantees of approximately **RMB 6,894.0 million** for certain buyers' mortgage financing[140](index=140&type=chunk)[148](index=148&type=chunk)[370](index=370&type=chunk)[375](index=375&type=chunk) - The guarantee period extends from the loan disbursement date until the buyer obtains the property ownership certificate or fully repays the loan, whichever is earlier[142](index=142&type=chunk)[148](index=148&type=chunk)[372](index=372&type=chunk)[375](index=375&type=chunk) [Exposure to Fluctuations in Exchange Rates and Related Hedges](index=23&type=section&id=Exposure%20to%20Fluctuations%20in%20Exchange%20Rates%20and%20Related%20Hedges) The Group's primary operations are in mainland China, denominated in RMB, but faces foreign exchange risk from HKD and USD cash and loans; currently, there is no hedging policy, but the Board monitors and may consider future adoption - The Group's principal operations are in mainland China, with most transactions denominated in **RMB**[144](index=144&type=chunk)[149](index=149&type=chunk) - The Group is exposed to foreign exchange risk due to certain **HKD** and **USD** cash balances and loans[144](index=144&type=chunk)[149](index=149&type=chunk) - The Group currently has no foreign currency hedging policy, but the Board closely monitors and may consider adopting one in the future[145](index=145&type=chunk)[149](index=149&type=chunk) [Treasury Policies and Capital Structure](index=23&type=section&id=Treasury%20Policies%20and%20Capital%20Structure) The Group adopts a prudent treasury and funding policy, focusing on risk management and transactions directly related to core business - The Group adopts prudent treasury and funding policies, focusing on risk management and transactions directly related to its core business[146](index=146&type=chunk)[150](index=150&type=chunk) [Employees](index=23&type=section&id=Employees) As of **June 30, 2025**, the Group had **2,067** employees, with **2,035** in mainland China and **32** in Hong Kong, offering market-aligned compensation and training Number of Employees | Region | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Mainland China | 2,035 | 2,042 | | Hong Kong | 32 | 31 | | **Total** | **2,067** | **2,073** | - Employee compensation includes basic salaries, bonuses, retirement schemes, and long-term incentives, along with training and development programs[147](index=147&type=chunk)[151](index=151&type=chunk) Other Information [Events After the Reporting Period](index=24&type=section&id=Events%20After%20the%20Reporting%20Period) Post-reporting period, the company faces a winding-up petition, with the High Court adjourning the hearing to **November 3, 2025**; the Group is actively negotiating debt restructuring and has received positive responses from some creditors - A lender filed a winding-up petition against the company with the High Court on **February 4, 2025**, involving financial obligations of approximately **USD 0.21 million** in principal and accrued interest[156](index=156&type=chunk)[155](index=155&type=chunk)[405](index=405&type=chunk) - The High Court has further adjourned the winding-up petition hearing to **November 3, 2025**[156](index=156&type=chunk)[155](index=155&type=chunk)[405](index=405&type=chunk) - The company is actively negotiating with banks to extend financing and repayment periods, having received positive responses from several banks regarding extending bank facility maturity dates[156](index=156&type=chunk)[155](index=155&type=chunk)[405](index=405&type=chunk) - The company has signed restructuring support letters with several creditors to advance restructuring, with more creditors actively considering signing[156](index=156&type=chunk)[155](index=155&type=chunk)[405](index=405&type=chunk) [Share Option Scheme](index=25&type=section&id=Share%20Option%20Scheme) The company adopted a new share option scheme on **June 2, 2016**, valid for ten years, with total shares issuable not exceeding **10%** of issued shares; as of **June 30, 2025**, **225,340,000** unexercised options represent **3.72%** of issued shares - The company adopted a new share option scheme on **June 2, 2016**, with a ten-year validity period[157](index=157&type=chunk)[160](index=160&type=chunk)[162](index=162&type=chunk)[163](index=163&type=chunk) - The total number of shares that may be issued under the scheme shall not exceed **10%** of the total issued shares on the adoption date (or **10%** as refreshed)[161](index=161&type=chunk)[163](index=163&type=chunk) Details of Share Option Movements (as of June 30, 2025) | Category | Balance as of Jan 1, 2025 | Lapsed during the period | Balance as of June 30, 2025 | Exercise Price Per Share (HKD) | | :--- | :--- | :--- | :--- | :--- | | Directors | 21,100,000 | (3,000,000) | 18,100,000 | 1.846 | | Senior Management, Employees & Others | 206,340,000 | – | 206,340,000 | 1.846 | | **Total** | **228,340,000** | **(3,000,000)** | **225,340,000** | | - As of **June 30, 2025**, **225,340,000** unexercised share options represented approximately **3.72%** of the total issued shares[170](index=170&type=chunk)[173](index=173&type=chunk) [Directors' and Chief Executives' Interests in the Shares, Underlying Shares and Debentures of the Company](index=28&type=section&id=Directors%27%20and%20Chief%20Executives%27%20Interests%20in%20the%20Shares%2C%20Underlying%20Shares%20and%20Debentures%20of%20the%20Company) As of **June 30, 2025**, directors and chief executives held interests in the company's shares and underlying shares, with Ms. Huang Jingshu and Mr. Huang Haoyuan holding significant stakes via family trusts and spousal interests, and Mr. Ye Xing'an and Mr. Huang Haoyuan holding share options Directors' and Chief Executives' Interests in the Company's Shares and Underlying Shares (as of June 30, 2025) | Director's Name | Capacity/Nature of Interest | Number of Shares Held | Number of Underlying Shares Held (Share Options) | Total Interest | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | :--- | :--- | | Ms. Huang Jingshu | Beneficiary of a trust | 2,400,000,000 | – | 2,400,000,000 | 39.62% | | | Spouse's interest | 959,788,886 | 1,366,273,606 | 2,326,062,492 | 38.40% | | | Beneficial owner | – | 4,500,000 | 4,500,000 | 0.07% | | Mr. Ye Xing'an | Beneficial owner | – | 10,000,000 | 10,000,000 | 0.17% | | Mr. Huang Haoyuan | Beneficiary of a trust | 2,400,000,000 | – | 2,400,000,000 | 39.62% | | | Beneficial owner | – | 4,500,000 | 4,500,000 | 0.07% | | Ms. Li Yufei | Beneficial owner | 20,000 | – | 20,000 | 0.00% | - Ms. Huang Jingshu and Mr. Huang Haoyuan are deemed to have an interest in **2,400,000,000** shares as beneficiaries of Mr. Huang Kangjing's family trust[185](index=185&type=chunk) - Ms. Huang Jingshu is deemed to have an interest in **959,788,886** shares and **1,366,273,606** convertible preference shares held by her spouse, Mr. Xu Junjia[185](index=185&type=chunk) [Substantial Shareholders' Interests in Shares and Underlying Shares of the Company](index=30&type=section&id=Substantial%20Shareholders%27%20Interests%20in%20Shares%20and%20Underlying%20Shares%20of%20the%20Company) As of **June 30, 2025**, substantial shareholders, including China Lvgem, Gaohong International, Mr. Huang Kangjing, and others, held **5%** or more of the company's ordinary or convertible preference shares through direct, controlled corporate, or trust interests Substantial Shareholders' Interests in the Company's Ordinary Shares (as of June 30, 2025) | Shareholder Name/Entity | Capacity | Number of Shares Held | Number of Underlying Shares Held | Total Interest | Approximate Percentage of Issued Ordinary Share Capital | | :--- | :--- | :--- | :--- | :--- | :--- | | China Lvgem Property Holdings Limited | Beneficial owner | 1,265,766,583 | – | 1,265,766,583 | 20.91% | | Gaohong International Limited | Interest in controlled corporation | 1,372,909,094 | – | 1,372,909,094 | 22.66% | | Mr. Huang Kangjing | Interest in controlled corporation | 1,372,909,094 | – | 1,372,909,094 | 22.66% | | | Founder of a trust | 2,400,000,000 | – | 2,400,000,000 | 39.62% | | Jingchong Group Limited | Beneficial owner | 2,400,000,000 | – | 2,400,000,000 | 39.62% | | Greater Bay Area Common Home Investment Limited | Interest in controlled corporation | – | 1,209,954,000 | 1,209,954,000 | 19.97% | | Lexus Sharp International Limited | Beneficial owner | – | 1,166,789,698 | 1,166,789,698 | 19.26% | | Jiabao International Limited | Beneficial owner | 959,788,886 | – | 959,788,886 | 15.84% | | Mr. Xu Junjia | Spouse's interest | 2,404,500,000 | – | 2,404,500,000 | 39.67% | | Mr. Aaron Luke Gardner | Joint and several receiver | – | 959,788,886 | 959,788,886 | 15.84% | | China Construction Bank (Asia) Corporation Limited | Beneficial owner | 459,788,886 | – | 459,788,886 | 7.59% | Substantial Shareholders' Interests in the Company's Convertible Preference Shares (as of June 30, 2025) | Shareholder Name/Entity | Capacity | Number of Convertible Preference Shares Held | Approximate Percentage of Issued Ordinary Share Capital | | :--- | :--- | :--- | :--- | | China Lvgem Property Holdings Limited | Beneficial owner | 693,043,478 | 11.44% | | Mr. Huang Kangjing | Interest in controlled corporation | 977,043,478 | 16.13% | | Shengzhi International (Holdings) Limited | Beneficial owner | 1,060,000,000 | 17.50% | | Jiabao International Limited | Beneficial owner | 306,273,606 | 5.06% | | Mr. Xu Junjia | Interest in controlled corporation | 1,366,273,606 | 22.56% | | Mr. Aaron Luke Gardner | Joint and several receiver | 306,273,606 | 5.06% | [Purchase, Sale or Redemption of the Company's Listed Securities](index=35&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) For the six months ended **June 30, 2025**, neither the company nor its subsidiaries repurchased, sold, or redeemed any listed securities, and the company held no treasury shares - For the six months ended **June 30, 2025**, neither the company nor its subsidiaries repurchased, sold, or redeemed any listed securities[205](index=205&type=chunk)[210](index=210&type=chunk) - As of **June 30, 2025**, the company held no treasury shares[205](index=205&type=chunk)[210](index=210&type=chunk) [Significant Investments, Acquisitions and Disposals](index=35&type=section&id=Significant%20Investments%2C%20Acquisitions%20and%20Disposals) Aside from the disclosed sale of a US hotel property, the Group undertook no other significant investments, acquisitions, or disposals requiring disclosure under Chapter 14 of the Listing Rules for the six months ended **June 30, 2025** - Except for the disclosed sale of the Los Angeles hotel property in the USA, the Group had no other significant investments, acquisitions, or disposals during the reporting period[206](index=206&type=chunk)[211](index=211&type=chunk) [Changes in Directors' Information](index=35&type=section&id=Changes%20in%20Directors'%20Information) Since the 2024 annual report, Ms. Wang Tingdan was appointed Independent Non-Executive Director and Remuneration Committee Chair; Ms. Li Yufei was appointed director of Chengyou Group; Ms. Jiao Jie was appointed independent director of Amber International Holding and resigned from China Sunshine Paper Holdings - Ms. Wang Tingdan was appointed Independent Non-Executive Director, Audit Committee member, and Remuneration Committee Chair on **May 13, 2025**[214](index=214&type=chunk) - Ms. Li Yufei was appointed Director of Chengyou Group Limited on **July 14, 2025**[214](index=214&type=chunk) - Ms. Jiao Jie was appointed Independent Director of Amber International Holding Limited on **July 3, 2025**, and resigned as Independent Non-Executive Director of China Sunshine Paper Holdings Limited on **August 29, 2025**[214](index=214&type=chunk) [Compliance with the Code on Corporate Governance Practices](index=35&type=section&id=Compliance%20with%20the%20Code%20on%20Corporate%20Governance%20Practices) The company is committed to good corporate governance; Ms. Huang Jingshu's dual role as Chairman and CEO deviates from Code Provision C.2.1, but the Board deems it effective, and temporary non-compliance with Listing Rules due to independent non-executive director resignations was rectified by new appointments - Ms. Huang Jingshu has served as both Chairman and Chief Executive Officer since **March 31, 2024**, deviating from Corporate Governance Code Provision C.2.1[209](index=209&type=chunk)[213](index=213&type=chunk) - Following the resignation of independent non-executive directors, the Board temporarily did not meet Listing Rule requirements for the number of independent non-executive directors and the composition of the Audit and Remuneration Committees[216](index=216&type=chunk)[221](index=221&type=chunk) - The company appointed Ms. Wang Tingdan on **May 13, 2025**, to fill the vacancy, thereby regaining compliance with relevant Listing Rules[216](index=216&type=chunk)[221](index=221&type=chunk) - Except for the aforementioned disclosures, the company complied with all code provisions of the Corporate Governance Code for the six months ended **June 30, 2025**[217](index=217&type=chunk)[222](index=222&type=chunk) [Compliance with the Model Code for Securities Transactions by Directors](index=36&type=section&id=Compliance%20with%20the%20Model%20Code%20for%20Securities%20Transactions%20by%20Directors) The company adopted the Model Code for directors' securities transactions, and all directors confirmed compliance with its required standards for the six months ended **June 30, 2025** - The company has adopted the Model Code as its code of conduct for directors' securities transactions[218](index=218&type=chunk)[223](index=223&type=chunk) - All directors confirmed compliance with the required standards of the Model Code for the six months ended **June 30, 2025**[218](index=218&type=chunk)[223](index=223&type=chunk) [Directors' Service Agreements](index=36&type=section&id=Directors'%20Service%20Agreements) Executive directors have service contracts, and independent non-executive directors have one or two-year appointment letters, all terminable per terms; no director has a service contract or appointment letter not terminable within one year without compensation (excluding statutory compensation) - Executive directors have service contracts with the company, while independent non-executive directors have appointment letters for one or two-year terms[219](index=219&type=chunk)[220](index=220&type=chunk)[224](index=224&type=chunk)[225](index=225&type=chunk) - No director has a service contract or appointment letter that cannot be terminated within one year without compensation (other than statutory compensation)[226](index=226&type=chunk) [Review of Interim Results by Audit Committee](index=37&type=section&id=Review%20of%20Interim%20Results%20by%20Audit%20Committee) The Audit Committee discussed and reviewed the unaudited interim condensed consolidated financial statements for the six months ended **June 30, 2025**, which were not reviewed or audited by the company's auditor - The Audit Committee discussed and reviewed the unaudited interim condensed consolidated financial statements for the six months ended **June 30, 2025**[228](index=228&type=chunk)[229](index=229&type=chunk) - These unaudited condensed consolidated interim results were not reviewed or audited by the company's auditor[228](index=228&type=chunk)[229](index=229&type=chunk) Condensed Consolidated Financial Statements [Condensed Consolidated Statement of Profit or Loss](index=38&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) For the six months ended **June 30, 2025**, the Group reported revenue of **RMB 1,039.7 million**, gross profit of **RMB 376.3 million**, a loss for the period of **RMB 2,029.8 million**, loss attributable to equity holders of **RMB 1,837.9 million**, and basic loss per share of **RMB 31.25 cents** Summary of Condensed Consolidated Statement of Profit or Loss | Indicator | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Revenue | 1,039,691 | 1,942,823 | | Cost of sales | (663,395) | (1,505,091) | | Gross profit | 376,296 | 437,732 | | Other income | 18,521 | 35,326 | | Other gains and losses, net | (105,108) | (21,905) | | Impairment loss recognized on properties held for sale | (471,228) | – | | Selling expenses | (50,113) | (59,726) | | Administrative expenses | (190,934) | (206,673) | | Fair value change of investment properties | (1,070,050) | (951,714) | | Finance costs | (682,597) | (833,526) | | Loss before tax | (2,175,213) | (1,600,486) | | Income tax credit (expense) | 145,428 | (9,933) | | Loss for the period | (2,029,785) | (1,610,419) | | Loss attributable to equity holders of the Company | (1,837,931) | (1,528,224) | | Basic loss per share (RMB cents) | (31.25) | (29.98) | [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=39&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended **June 30, 2025**, the Group reported a loss of **RMB 2,029.8 million**, with other comprehensive income of **RMB 147.0 million** primarily from exchange differences and fair value changes of equity instruments, resulting in total comprehensive expense of **RMB 1,882.8 million** Summary of Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Loss for the period | (2,029,785) | (1,610,419) | | Exchange differences on translation | 84,520 | (24,882) | | Fair value change of equity instruments at fair value through other comprehensive income (net of tax) | 62,438 | 55,168 | | Other comprehensive income for the period | 146,958 | 30,286 | | Total comprehensive expense for the period | (1,882,827) | (1,580,133) | | Total comprehensive expense attributable to equity holders of the Company | (1,691,096) | (1,497,373) | [Condensed Consolidated Statement of Financial Position](index=40&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of **June 30, 2025**, the Group's total assets were **RMB 103,110.0 million**, total liabilities **RMB 81,011.7 million**, with a gearing ratio of **78.6%**; net current assets were **RMB 2,702.3 million**, and net assets **RMB 22,098.4 million** Summary of Condensed Consolidated Statement of Financial Position (as of June 30, 2025) | Indicator | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | **Non-current assets** | | | | Investment properties | 37,330,765 | 38,258,781 | | Property, plant and equipment | 606,382 | 799,449 | | Interests in joint ventures | 6,051 | 6,051 | | Amount due from a joint venture | 501,179 | 501,179 | | Equity instruments at fair value through other comprehensive income | 607,554 | 524,303 | | Restricted bank deposits and pledged bank deposits | 169,765 | 259,602 | | Deferred tax assets | 617,244 | 612,893 | | **Total non-current assets** | **39,838,940** | **40,962,258** | | **Current assets** | | | | Properties under development for sale | 51,420,109 | 49,071,485 | | Properties held for sale | 3,987,961 | 4,594,435 | | Accounts receivable | 87,083 | 68,174 | | Restricted bank deposits and pledged bank deposits | 1,449,487 | 2,446,765 | | Bank balances and cash | 342,458 | 597,456 | | **Total current assets** | **63,271,098** | **62,624,419** | | **Current liabilities** | | | | Accounts payable | 4,922,460 | 4,444,260 | | Contract liabilities | 10,435,246 | 8,926,083 | | Borrowings | 29,310,883 | 30,633,249 | | **Total current liabilities** | **60,568,750** | **59,441,065** | | **Non-current liabilities** | | | | Borrowings | 1,747,351 | 1,828,128 | | Deferred tax liabilities | 3,485,319 | 3,633,509 | | **Total non-current liabilities** | **20,442,912** | **20,164,409** | | **Net assets** | **22,098,376** | **23,981,203** | [Condensed Consolidated Statement of Changes in Equity](index=42&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended **June 30, 2025**, equity attributable to equity holders decreased from **RMB 18,039.6 million** to **RMB 16,348.5 million**, primarily due to period loss and exchange differences, partially offset by convertible preference share conversions and statutory reserve transfers Summary of Condensed Consolidated Statement of Changes in Equity | Indicator | January 1, 2025 (RMB thousand) | Loss for the period (RMB thousand) | Total comprehensive income/(expense) for the period (RMB thousand) | Conversion of convertible preference shares (RMB thousand) | June 30, 2025 (RMB thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | | Share capital | 46,702 | – | – | 8,134 | 54,836 | | Share premium | 8,031,680 | – | – | 1,667,430 | 9,699,110 | | Convertible preference shares | 5,126,320 | – | – | (1,675,564) | 3,450,756 | | Reserves | 6,877,971 | (1,837,931) | (1,691,096) | – | 5,044,070 | | **Equity attributable to equity holders of the Company** | **18,039,614** | **(1,837,931)** | **(1,691,096)** | **–** | **16,348,518** | | Non-controlling interests | 5,941,589 | (191,854) | (191,731) | – | 5,749,858 | | **Total equity** | **23,981,203** | **(2,029,785)** | **(1,882,827)** | **–** | **22,098,376** | [Condensed Consolidated Statement of Cash Flows](index=43&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended **June 30, 2025**, the Group generated **RMB 1,161.4 million** net cash from operating activities and **RMB 510.3 million** from investing activities, while using **RMB 1,955.8 million** in financing activities, resulting in a decrease in period-end cash and cash equivalents to **RMB 342.5 million** Summary of Condensed Consolidated Statement of Cash Flows | Indicator | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Net cash generated from operating activities | 1,161,374 | 972,686 | | Net cash generated from investing activities | 510,277 | 608,471 | | Net cash used in financing activities | (1,955,788) | (1,282,198) | | Net (decrease)/increase in cash and cash equivalents | (284,137) | 298,959 | | Cash and cash equivalents at end of period | 342,458 | 812,350 | [Notes to the Condensed Consolidated Financial Statements](index=44&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes to the condensed consolidated financial statements, covering presentation basis, accounting policies, revenue, segment information, gains/losses, finance costs, loss before tax, income tax, dividends, loss per share, investment property movements, equity instruments, receivables, payables, borrowings, domestic corporate bonds, share capital, convertible bond debt, share-based compensation, asset pledges, financial guarantees, related party disclosures, fair value measurement of financial instruments, and post-reporting events [Basis of Presentation](index=44&type=section&id=Basis%20of%20Presentation) The condensed consolidated financial statements are prepared on a going concern basis, despite a **RMB 2,030 million** net loss and **RMB 29,593 million** in short-term borrowings, with the company implementing various measures including debt restructuring and asset sales to improve liquidity and maintain operations for at least twelve months - For the six months ended **June 30, 2025**, the Group incurred a net loss of **RMB 2,030 million**[243](index=243&type=chunk)[245](index=245&type=chunk) - As of **June 30, 2025**, the Group had **RMB 29,593 million** in borrowings repayable within one year, of which **RMB 29,139 million** were repayable on demand due to defaults or cross-defaults[243](index=243&type=chunk)[245](index=245&type=chunk) - A lender filed a winding-up petition against the company with the High Court on **February 4, 2025**[243](index=243&type=chunk)[245](index=245&type=chunk) - The company has implemented various plans and measures, including seeking legal advice to oppose the winding-up petition, appointing advisors for offshore debt restructuring, negotiating with lenders for repayment extensions, utilizing credit facilities, accelerating sales, controlling costs, and seeking asset disposals[244](index=244&type=chunk)[246](index=246&type=chunk)[247](index=247&type=chunk)[248](index=248&type=chunk)[249](index=249&type=chunk) [Principal Accounting Policies](index=46&type=section&id=Principal%20Accounting%20Policies) The condensed consolidated financial statements are prepared on a historical cost basis, except for investment properties and certain financial instruments, with accounting policies consistent with the 2024 annual financial statements and no material impact from new HKFRS amendments - The condensed consolidated financial statements are prepared on a historical cost basis, except for investment properties and certain financial instruments measured at fair value[252](index=252&type=chunk)[257](index=257&type=chunk) - The accounting policies and methods of computation are consistent with those presented in the 2024 annual financial statements[253](index=253&type=chunk)[257](index=257&type=chunk) - The Group first applied HKAS 21 (Amendment) 'Lack of Exchangeability' with no material impact on financial position or performance[254](index=254&type=chunk)[258](index=258&type=chunk) [Revenue and Segment Information](index=47&type=section&id=Revenue%20and%20Segment%20Information) The Group's revenue primarily stems from property sales, hotel operations, property management, and rental income, with three reportable segments; H1 2025 saw a significant decline in property development revenue, while commercial property and comprehensive services revenues slightly decreased Revenue Source Analysis | Revenue Source | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Sales of properties | 527,497 | 1,389,244 | | Revenue from hotel operations, property management services and other services | 200,367 | 210,871 | | Total revenue from contracts with customers | 727,864 | 1,600,115 | | Rental income | 311,827 | 342,708 | | **Total Revenue** | **1,039,691** | **1,942,823** | Revenue and Results by Operating Segment (H1 2025) | Segment | Revenue from External Customers (RMB thousand) | Reportable Segment Profit (RMB thousand) | | :--- | :--- | :--- | | Real Estate Development and Sales | 527,497 | 20,094 | | Commercial Property Investment and Operations | 311,827 | 301,235 | | Comprehensive Services | 200,367 | 54,967 | | **Total** | **1,039,691** | **376,296** | - The Group's operations are located in mainland China, Hong Kong, the United States of America, and the Kingdom of Cambodia, with revenue primarily derived from mainland China[278](index=278&type=chunk)[280](index=280&type=chunk) [Other Gains and Losses, Net](index=51&type=section&id=Other%20Gains%20and%20Losses%2C%20Net) For the six months ended **June 30, 2025**, the Group recorded net other gains and losses of **RMB (105.1) million**, primarily comprising net foreign exchange losses and losses on disposal of property, plant and equipment Composition of Other Gains and Losses, Net | Item | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Net foreign exchange losses | (78,342) | (23,871) | | Loss on disposal of property, plant and equipment | (26,940) | – | | Others | 174 | 1,966 | | **Total** | **(105,108)** | **(21,905)** | [Finance Costs](index=51&type=section&id=Finance%20Costs) For the six months ended **June 30, 2025**, the Group's finance costs were approximately **RMB 682.6 million**, a **18.1%** year-on-year decrease, primarily comprising interest expenses from bank and other borrowings, convertible bonds, domestic corporate bonds, lease liabilities, and contract liabilities, with some amounts capitalized Composition of Finance Costs | Item | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Interest expense on bank and other borrowings | 1,177,775 | 1,352,462 | | Interest expense on convertible bonds | 10,170 | 11,806 | | Interest expense on domestic corporate bonds | 42,117 | 41,532 | | Interest expense on lease liabilities | 16,272 | 11,625 | | Interest expense on contract liabilities | 304,914 | 154,712 | | Less: Amount capitalized | (563,737) | (583,899) | | Less: Capitalization of interest on contract liabilities | (304,914) | (154,712) | | **Total** | **682,597** | **833,526** | - Finance costs decreased by approximately **18.1%** year-on-year[115](index=115&type=chunk)[121](index=121&type=chunk) - Finance costs were capitalized at annual interest rates ranging from **4.85%** to **6.62%** (H1 2024: **4.50%** to **7.50%**)[286](index=286&type=chunk) [Loss Before Tax](index=52&type=section&id=Loss%20Before%20Tax) For the six months ended **June 30, 2025**, the Group's loss before tax was **RMB 2,175.2 million**, primarily influenced by costs of properties held for sale, depreciation of property, plant and equipment, investment property rental income, and related operating expenses Composition of Loss Before Tax | Item | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Cost of properties held for sale recognized as an expense | 507,403 | 1,364,770 | | Depreciation of property, plant and equipment | 30,136 | 30,540 | | Gross rental income from investment properties | (311,827) | (342,708) | | Direct operating expenses arising from investment properties that generated rental income during the period | 10,592 | 7,762 | [Income Tax Credit (Expense)](index=52&type=section&id=Income%20Tax%20Credit%20(Expense)) For the six months ended **June 30, 2025**, the Group recorded an income tax credit of approximately **RMB 145.4 million**, compared to an expense of **RMB 9.9 million** in the prior period, primarily comprising PRC corporate income tax, PRC land appreciation tax, and deferred tax Composition of Income Tax Credit (Expense) | Item | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | PRC corporate income tax | 1,293 | 117,625 | | PRC land appreciation tax | 26,625 | 99,386 | | Deferred tax | (173,346) | (207,078) | | **Total** | **(145,428)** | **9,933** | [Dividends](index=53&type=section&id=Dividends) No dividends were paid, declared, or proposed for the interim period, as the Board decided against any dividend payment for this interim period - No dividends were paid, declared, or proposed for the interim period[292](index=292&type=chunk)[293](index=293&type=chunk) [Loss Per Share](index=53&type=section&id=Loss%20Per%20Share) For the six months ended **June 30, 2025**, basic and diluted loss per share attributable to equity holders was **RMB 31.25 cents**; diluted loss calculation did not assume conversion of convertible preference shares or exercise of share options, as this would reduce loss per share or involve exercise prices above average market prices Loss Per Share Calculation Data | Indicator | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Loss for the purpose of calculating basic and diluted loss per share | (1,837,931) | (1,528,224) | | Weighted average number of ordinary shares of the Company for the purpose of calculating basic and diluted loss per share (thousand shares) | 5,882,214 | 5,097,704 | | Basic loss per share (RMB cents) | (31.25) | (29.98) | | Diluted loss per share (RMB cents) | (31.25) | (29.98) | - The calculation of diluted loss per share did not assume conversion of convertible preference shares or exercise of share options, as this would result in a decrease in loss per share or an exercise price higher than the average market price[295](index=295&type=chunk)[297](index=297&type=chunk) [Movements in Investment Properties and Property, Plant and Equipment](index=53&type=section&id=Movements%20in%20Investment%20Properties%20and%20Property%2C%20Plant%20and%20Equipment) In H1 2025, the Group incurred **RMB 0.7 million** in capital expenditure for property, plant and equipment and **RMB 278.6 million** for investment properties, recorded a **RMB 1,070.1 million** fair value loss on investment properties, and valued them using income capitalization, direct comparison, and residual methods Capital Expenditure and Disposals | Item | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Capital expenditure on property, plant and equipment | 702 | 544 | | Capital expenditure on investment properties | 278,605 | 270,648 | | Gross carrying amount of investment properties disposed of | 22,329 | 1,279,400 | | Cash proceeds from disposal of investment properties | 18,908 | 775,113 | - The fair value change of investment properties resulted in a loss of approximately **RMB 1,070.1 million**[114](index=114&type=chunk)[120](index=120&type=chunk)[299](index=299&type=chunk)[305](index=305&type=chunk) - Investment properties were valued using the income capitalization approach, direct comparison approach, and residual method[300](index=300&type=chunk)[303](index=303&type=chunk)[306](index=306&type=chunk)[307](index=307&type=chunk) [Equity Instruments at FVTOCI](index=55&type=section&id=Equity%20Instruments%20at%20FVTOCI) As of **June 30, 2025**, the Group's total investment in equity instruments at FVTOCI was **RMB 607.6 million**, primarily comprising listed equity securities in mainland China and equity in unlisted companies, held for long-term strategic purposes Investments in Equity Instruments at FVTOCI | Investment Category | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Equity securities listed in mainland China | 604,989 | 521,738 | | Equity interests in certain unlisted companies | 2,565 | 2,565 | | **Total** | **607,554** | **524,303** | - These investments are not held for trading but for long-term strategic purposes[315](index=315&type=chunk) [Accounts Receivable](index=56&type=section&id=Accounts%20Receivable) As of **June 30, 2025**, the Group's net accounts receivable totaled **RMB 87.1 million**, primarily from customer contracts and lease receivables, with most balances due within **12 months** Aging Analysis of Accounts Receivable (Net) | Aging | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Within 1 month | 17,325 | 24,217 | | 1 to 12 months | 49,665 | 33,501 | | 13 to 24 months | 20,093 | 10,456 | | **Total** | **87,083** | **68,174** | - Accounts receivable primarily arise from property sales, rental income from leased properties, and comprehensive services[317](index=317&type=chunk) [Accounts Payable](index=57&type=section&id=Accounts%20Payable) As of **June 30, 2025**, the Group's total accounts payable amounted to **RMB 4,922.5 million**, with the majority due within **1 to 12 months** according to the aging analysis Aging Analysis of Accounts Payable | Aging | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Within 1 month | 997,984 | 1,903,996 | | 1 to 12 months | 2,585,973 | 1,872,320 | | 13 to 24 months | 1,139,048 | 530,660 | | Over 24 months | 199,455 | 137,284 | | **Total** | **4,922,460** | **4,444,260** | [Borrowings](index=57&type=section&id=Borrowings) As of **June 30, 2025**, the Group's total borrowings were approximately **RMB 31,058.2 million**, mostly floating-rate bank loans; **RMB 29,634.2 million** were secured by Group assets and/or the ultimate controlling shareholder's equity instruments, with **RMB 27,778.6 million** repayable on demand due to covenant breaches Composition and Repayment Period of Borrowings | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Floating-rate bank loans | 24,968,955 | 25,612,596 | | Fixed-rate bank loans | 1,537,485 | 2,267,563 | | Fixed-rate other borrowings | 4,551,794 | 4,581,218 | | **Total Borrowings** | **31,058,234** | **32,461,377** | | Of which: Secured | 29,634,190 | 30,893,130 | | Of which: Unsecured | 1,424,044 | 1,568,247 | | Borrowings repayable within 1 year | 314,595 | 289,223 | | Borrowings repayable on demand due to breach of loan covenants | 27,778,598 | 29,108,972 | - Secured borrowings are collateralized by various Group assets, equity interests in subsidiaries, and/or certain equity instruments held by Mr. Huang, the ultimate controlling shareholder[323](index=323&type=chunk) - For the six months ended **June 30, 2025**, the average financing cost for interest-bearing loans was approximately **7.9%**[115](index=115&type=chunk)[121](index=121&type=chunk) [Domestic Corporate Bonds](index=59&type=section&id=Domestic%20Corporate%20Bonds) As of **June 30, 2025**, the Group's total domestic corporate bonds amounted to **RMB 975.5 million**, with **RMB 129.9 million** classified as current and **RMB 845.6 million** as non-current Domestic Corporate Bonds Analysis | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Current | 129,878 | 129,821 | | Non-current | 845,632 | 845,265 | | **Total** | **975,510** | **975,086** | [Share Capital](index=59&type=section&id=Share%20Capital) As of **June 30, 2025**, the company's authorized share capital was **30,000,000 thousand shares** with a par value of **HKD 0.01** each; issued and fully paid share capital was **6,057,493 thousand shares**, amounting to **RMB 54,836 thousand** Composition of Share Capital | Item | June 30, 2025 (thousand shares) | June 30, 2025 (RMB thousand) | December 31, 2024 (thousand shares) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | :--- | :--- | | Authorized share capital (ordinary shares of HKD 0.01 each) | 30,000,000 | 240,000 | 30,000,000 | 240,000 | | Issued and fully paid share capital (ordinary shares of HKD 0.01 each) | 6,057,493 | 54,836 | 5,597,704 | 46,702 | [Bond/Debt Component of Convertible Bond](index=60&type=section&id=Bond%2FDebt%20Component%20of%20Convertible%20Bond) As of **June 30, 2025**, the convertible bond debt component's net book value was **RMB 151.8 million**; the company issued 2018 and 2025 convertible bonds, with the 2025 bond maturing in H1 2025 and its conversion option having zero fair value Movements in Convertible Bond Debt Component | Item | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Net book value at January 1 | 142,213 | 119,898 | | Interest expense | 10,170 | 24,561 | | Interest paid | – | (4,264) | | Exchange difference | (621) | 2,018 | | **Net book value classified as current liabilities at June 30/December 31** | **151,762** | **142,213** | - The 2018 convertible bond's maturity date was extended multiple times, with revised covenants including shareholders' equity not less than **RMB 11.5 billion** and total debt to total assets ratio not exceeding **75%**[337](index=337&type=chunk)[340](index=340&type=chunk) - The 2025 convertible bond, with a principal of **USD 20 million**, an annual interest rate of **6%**, and an initial conversion price of **HKD 2.00**, matured in H1 2025[351](index=351&type=chunk)[358](index=358&type=chunk)[360](index=360&type=chunk) - As of **June 30, 2025**, the fair value of the conversion option for the 2025 convertible bond was **zero**[358](index=358&type=chunk)[360](index=360&type=chunk) [Share-Based Employee Compensation](index=64&type=section&id=Share-Based%20Employee%20Compensation) The company adopted a share option scheme on **June 2, 2016**, granting **285,800,000** options on **June 28, 2016**; as of **June 30, 2025**, **225,340,000** options remained unexercised, with **3,000,000** forfeited due to independent non-executive director resignations, and no ordinary options exercised during the period - The company granted **285,800,000** share options on **June 28, 2016**, with an exercise price of **HKD 1.846** per share[166](index=166&type=chunk)[171](index=171&type=chunk)[359](index=359&type=chunk)[361](index=361&type=chunk) Details of Share Option Movements (as of June 30, 2025) | Category | Balance as of Jan 1, 2025 | Forfeited during the period | Balance as of June 30, 2025 | Exercise Price Per Share (HKD) | | :--- | :--- | :--- | :--- | :--- | | Directors | 21,100,000 | (3,000,000) | 18,100,000 | 1.846 | | Employees and Others | 206,340,000 | – | 206,340,000 | 1.846 | | **Total** | **228,340,000** | **(3,000,000)** | **225,340,000** | | - No ordinary share options were exercised during the period[365](index=365&type=chunk)[366](index=366&type=chunk) [Pledge of Assets](index=67&type=section&id=Pledge%20of%20Assets) As of **June 30, 2025**, the Group pledged approximately **RMB 22,601.0 million** in assets, including properties under development for sale, properties held for sale, investment properties, equity instruments at FVTOCI, pledged bank deposits, and property, plant and equipment, as collateral for various bank and other financings Total Pledged Assets | Asset Category | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Properties under development for sale | 4,353,194 | 4,330,409 | | Properties held for sale | 1,108,093 | 1,178,283 | | Equity instruments at fair value through other comprehensive income | 604,989 | 521,738 | | Investment properties | 15,602,654 | 15,901,447 | | Pledged bank deposits | 290,479 | 592,846 | | Property, plant and equipment | 557,248 | 753,694 | | Dividends receivable from equity instruments at fair value through other comprehensive income | 84,390 | 71,846 | | **Total** | **22,601,047** | **23,350,263** | - The Group's equity interests in certain subsidiaries are also pledged as collateral for various bank financings[369](index=369&type=chunk) [Financial Guarantee Contracts and Commitments](index=68&type=section&id=Financial%20Guarantee%20Contracts%20and%20Commitments) As of **June 30, 2025**, the Group provided financial guarantees of approximately **RMB 6,894.0 million** for buyers' mortgage financing and had contracted but unprovided capital and other commitments of **RMB 11,650.9 million** related to investment properties under construction, properties under development for sale, and demolition compensation - As of **June 30, 2025**, the Group provided financial guarantees of approximately **RMB 6,894.0 million** for certain buyers' mortgage financing[370](index=370&type=chunk)[375](index=375&type=chunk) - The Group had contracted but unprovided capital and other commitments of **RMB 11,650.9 million**, relating to investment properties under construction, properties under development for sale, and demolition compensation payments[374](index=374&type=chunk)[376](index=376&type=chunk) [Related Party Disclosures](index=69&type=section&id=

目 錄 | 2 | 公司資料 | | --- | --- | | 3 | 董事簡介 | | 5 | 主席報告書 | | 12 | 管理層之討論及分析 | | 22 | 簡明綜合財務報表 | | | 簡明綜合損益表 22 | | | 23 簡明綜合全面收益表 | | | 簡明綜合財務狀況表 24 | | | 26 簡明綜合權益變動表 | | | 28 簡明綜合現金流量表 | | | 簡明綜合財務報表附註 30 | | 53 | 其他資料 | | 68 | 中期財務資料審閱報告 | 公司資料 董事 執行董事 羅旭瑞（主席兼行政總裁） 羅俊圖（副主席） 羅寶文（副主席） 吳季楷（首席營運官） 梁蘇寶 温子偉 獨立非執行董事 莊澤德 伍頴梅，JP 黃之強 審計委員會 伍頴梅，JP（主席） 莊澤德 黃之強 薪酬委員會 黃之強（主席） 羅旭瑞 莊澤德 伍頴梅，JP 提名委員會 羅旭瑞（主席） 莊澤德 伍頴梅，JP 黃之強 秘書 林秀芬 Clarendon House, 2 Church Street Hamilton HM 11, Bermuda 總辦事處及主要營業地點 核數師 安永會計師事務所 執業會計師 註冊公眾利益 ...

CONTENTS 目錄 3 Financial Overview 財務摘要 4 Management Discussion and Analysis 管理層討論與分析 13 Corporate Governance and Other Information 企業管治及其他資料 30 Report on Review of Interim Financial Information 中期財務資料的審閱報告 32 Interim Condensed Consolidated Statement of Comprehensive Income 中期簡明合併綜合收益表 34 Interim Condensed Consolidated Balance Sheet 中期簡明合併資產負債表 36 Interim Condensed Consolidated Statement of Changes in Equity 中期簡明合併權益變動表 38 Interim Condensed Consolidated Statement of Cash Flows 中期簡明合併現金流量表 40 Notes to the Inte ...

CONTENTS 目錄 | Corporate Information | 公司資料 | 2 | | --- | --- | --- | | Interim Results | 中期業績 | 4 | | Condensed Consolidated: | 簡明綜合： | | | Statement of Comprehensive Income | 全面收入報表 | 4 | | Statement of Financial Position | 財務狀況表 | 6 | | Statement of Changes in Equity | 權益變動表 | 8 | | Statement of Cash Flows | 現金流量表 | 10 | | Notes to the Interim | | | | Financial Report | 中期財務報告附註 | 11 | | Business Review | 業務回顧 | 27 | | Financial Review | 財務回顧 | 36 | | Outlook | 展望 | 40 | | Disclosure of Additional Informa ...

[**Company Information**](index=4&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99) [Company Basic Information](index=4&type=section&id=%E5%85%AC%E5%8F%B8%E5%9F%BA%E6%9C%AC%E4%BF%A1%E6%81%AF) This section discloses the company's basic information, including board members (executive and independent non-executive directors), committee members, company secretary, auditor, principal bankers, share registrar, registered office, and head office - Board members include Chairman and Chief Executive Officer Mr. Lo Yuk Sui, Vice Chairman and Managing Director Mr. Lo Chun To as executive directors, and Mr. Leung Po Wing, Ms. Ng Wing Mui as independent non-executive directors[9](index=9&type=chunk) - Composition of the Audit Committee, Remuneration Committee, and Nomination Committee[9](index=9&type=chunk) - The company's auditor is Ernst & Young, with principal bankers including Bank of Communications and The Bank of East Asia[9](index=9&type=chunk) [**Directors' Biographies**](index=5&type=section&id=%E8%91%A3%E4%BA%8B%E7%B0%A1%E4%BB%8B) [Board Members' Background and Responsibilities](index=5&type=section&id=%E8%91%A3%E4%BA%8B%E4%BC%9A%E6%88%90%E5%91%98%E8%83%8C%E6%99%AF%E4%B8%8E%E8%81%8C%E8%B4%A3) This section details the personal backgrounds, ages, key positions, educational and professional qualifications, tenure, and other significant appointments of the company's board members, including roles in associated companies like Century City, Regal Hotels, and Cosmopolitan International - Mr. Lo Yuk Sui (**80** years old): Chairman and Chief Executive Officer, appointed Chairman and Managing Director since **1993**, and Chief Executive Officer in **2007**, coordinating the Group's overall policies and decisions[11](index=11&type=chunk) - Mr. Lo Chun To (**51** years old): Vice Chairman and Managing Director, appointed to the Board in **1999**, primarily involved in overseeing the Group's property projects and Century City Group's business development[12](index=12&type=chunk) - Ms. Lo Po Man (**45** years old): Executive Director, appointed to the Board in **2007**, primarily responsible for coordinating the Group's hotel operations and Century City Group's corporate investment and business development[15](index=15&type=chunk) - Mr. Leung Po Wing (**75** years old): Independent Non-Executive Director, formerly Director of the Hong Kong Special Administrative Region Government's Beijing Office, with extensive experience in corporate leadership and public affairs[13](index=13&type=chunk) [**Chairman's Statement**](index=8&type=section&id=%E4%B8%BB%E5%B8%AD%E5%A0%B1%E5%91%8A%E6%9B%B8) [Financial Performance](index=8&type=section&id=%E8%B4%A2%E5%8A%A1%E4%B8%9A%E7%BB%A9) For the six months ended June 30, 2025, the Group's consolidated loss attributable to shareholders decreased to HKD **613.4** million from HKD **676.3** million, with gross profit at HKD **403.8** million and an operating loss of HKD **24.7** million, primarily due to fair value losses on investment properties and impairment losses on properties held for sale | Metric | H1 2025 (HKD million) | H1 2024 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Consolidated Loss Attributable to Shareholders | 613.4 | 676.3 | Loss narrowed | | Gross Profit | 403.8 | 414.2 | Decrease | | Operating Loss/(Profit) Before Depreciation, Finance Costs and Tax | (24.7) | 78.0 | Turned to loss | | Fair Value Loss on Investment Properties and Impairment Loss on Properties Held for Sale | 200.8 | N/A | Increase | | Depreciation Expense for Hotel Properties | 335.4 | 338.4 | Slight decrease | - Adjusted Net Asset Value: If Hong Kong hotel properties were revalued at market price, net asset value per share would be **HKD 12.57**[23](index=23&type=chunk) [Business Review](index=8&type=section&id=%E4%B8%9A%E5%8A%A1%E5%9B%9E%E9%A1%BE) The Group's diversified businesses include property, hotels, aircraft ownership and leasing, financial assets, and other investments, with stable Hong Kong residential demand and improved hotel performance, while non-core assets were divested - The Group currently comprises **four** listed companies with diversified business interests including property, hotels, aircraft ownership and leasing, and financial assets and other investments[24](index=24&type=chunk) - The Group directly holds approximately **69.3%** controlling interest in Regal through its wholly-owned subsidiary, and Regal holds approximately **74.9%** of the issued fund units of Regal REIT[24](index=24&type=chunk) - The Group's property development and investment business in Hong Kong is primarily conducted through P&R Holdings Limited, a **50/50** joint venture between Regal and the Company[25](index=25&type=chunk) [Property](index=9&type=section&id=%E7%89%A9%E6%A5%AD) Hong Kong's property market faces tight liquidity and high inventory, but residential demand remains stable, with the Group's 'Regal Hill' project showing sales progress and other investment properties held - Total sales transactions for Hong Kong residential properties continue to rise, with the downward trend in property prices narrowing, suggesting the market may be entering an upward cycle[26](index=26&type=chunk) - Regal Hill project: Since early **2025**, a total of **18** apartment units and **1** house have been sold or are under agreement for sale, with **3** houses and a total of **59** apartment units still held for sale[26](index=26&type=chunk) - Other properties held by P&R include: We Go MALL in Ma On Shan, Shatin, Regal Oriental Hotel and iclub Sheung Wan Hotel (50% interest), and commercial/residential development sites in Kinhua Street, Shau Kei Wan and Castle Peak Road[27](index=27&type=chunk) [Regal Hotels International Holdings Limited](index=10&type=section&id=%E5%AF%8C%E8%B1%AA%E9%85%92%E5%BA%97%E5%9B%BD%E9%99%85%E6%8E%A7%E8%82%A1%E6%9C%89%E9%99%90%E5%85%AC%E5%8F%B8) Regal Hotels International Holdings Limited's consolidated loss attributable to shareholders significantly narrowed to HKD **677.6** million, driven by reduced financial asset fair value losses and lower finance costs, with improved hotel operations and ongoing non-core asset disposals in London and Lisbon | Metric | H1 2025 (HKD million) | H1 2024 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Consolidated Loss Attributable to Shareholders | 677.6 | 1,599.2 | Loss significantly narrowed | | Fair Value Gain/(Loss) on Financial Assets | 6.6 | (932.6) | Turned to gain | | Operating Profit/(Loss) Before Interest, Tax, Depreciation and Amortisation | 85.4 | (734.8) | Turned to profit | - Hong Kong hotel average occupancy rate increased from **83.0%** in **2024** to **85.0%** in **2025**, but actual average room rate decreased by **10.8%**, leading to an **8.6%** year-on-year reduction in average RevPAR[32](index=32&type=chunk) - Regal Airport Hotel's business remained stable and further improved in occupancy and average RevPAR compared to the prior period, with **HKD 2.95 billion** refinancing completed[33](index=33&type=chunk)[34](index=34&type=chunk) - Regal Group has entered into conditional agreements to dispose of properties in London, UK (**GBP 19.5 million**) and Lisbon, Portugal (**EUR 9.3 million**) as part of its non-core asset disposal plan[39](index=39&type=chunk)[40](index=40&type=chunk) - Aircraft ownership and leasing business: Regal Group further disposed of its remaining investment interests in this business segment in **2024**[41](index=41&type=chunk) [Cosmopolitan International Holdings Limited](index=13&type=section&id=%E5%9B%9B%E6%B5%B7%E5%9C%8B%E9%9A%9B%E9%9B%86%E5%9C%98%E6%9C%89%E9%99%90%E5%85%AC%E5%8F%B8) Cosmopolitan International Holdings Limited's consolidated loss attributable to shareholders significantly decreased to HKD **56.5** million, primarily due to lower tax expenses, despite a weak China property market and slow sales in Chengdu and Tianjin projects, with active plans to divest remaining commercial units | Metric | H1 2025 (HKD million) | H1 2024 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Consolidated Loss Attributable to Shareholders | 56.5 | 169.0 | Loss decreased | - The decrease in loss was mainly attributable to lower tax expenses, as the prior period in **2024** saw a significant increase in tax expenses due to a revised basis for allocating China property project development costs[42](index=42&type=chunk) - The overall property market conditions in China remained weak, with slow progress in property sales for the two integrated development projects (primarily comprising commercial and retail components) in Chengdu and Tianjin[43](index=43&type=chunk) - For the Chengdu Regal International City project, all development works are substantially completed, and Cosmopolitan Group is actively planning to sell the remaining commercial and office units on a block and individual unit basis[43](index=43&type=chunk) [Outlook](index=13&type=section&id=%E5%B1%95%E6%9C%9B) Hong Kong's business outlook remains challenging due to macroeconomics and geopolitics, despite tourism recovery, with the Group anticipating positive interest rate impacts from potential HIBOR and Fed rate cuts, while continuing non-core asset disposals and hoping for China's property market stabilization - The overall business outlook for Hong Kong remains challenging; despite a steady increase in total visitor arrivals, mainland tourists' consumption habits have shifted towards cultural and in-depth experiences, leading to a decrease in per capita spending[44](index=44&type=chunk) - The Hong Kong Government is actively promoting the "Hong Kong Everywhere" concept and launching **nine** new tourist attractions to solidify its position as Asia's premier events and entertainment hub[44](index=44&type=chunk) - HIBOR has been at a relatively low level over the past two months, and the US Federal Reserve is generally expected to cut interest rates in the second half of this year, which may have a positive impact on Hong Kong's interest rate environment[45](index=45&type=chunk) - Regal Group will continue its asset disposal plan to reduce its debt level and strengthen its overall financial position[45](index=45&type=chunk) - Cosmopolitan Group believes that the Central Government will continue to introduce supportive fiscal policies and administrative measures to stimulate demand and restore market confidence, thereby stabilizing the China property sector[46](index=46&type=chunk) - Paliburg Group's management is taking proactive steps to strengthen the Group's financial foundation through planned disposals of certain non-core assets[47](index=47&type=chunk) [**Management Discussion and Analysis**](index=15&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E4%B9%8B%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) [Business Review](index=15&type=section&id=%E4%B8%9A%E5%8A%A1%E5%9B%9E%E9%A1%BE) This section reviews the Group's main business operations, including P&R Holdings' Hong Kong property developments, Regal Hotels' local and overseas hotel and property projects with ongoing non-core asset sales, Cosmopolitan International's slow-selling China projects, and the Group's construction and financial asset investment activities - The Group's significant investments and principal businesses primarily include property development and investment, construction and building-related business, hotel ownership, hotel operations and management, asset management, aircraft ownership and leasing, and other investments (including financial asset investments)[50](index=50&type=chunk) - P&R Holdings Limited (P&R) is a **50/50** joint venture with Regal, effectively a subsidiary of the Company, engaged in developing real estate projects for sale and/or lease, and undertaking related investment and financing activities[52](index=52&type=chunk) [P&R Holdings Limited](index=15&type=section&id=P%26R%20Holdings%20Limited%E7%99%BE%E5%AF%8C%E6%8E%A7%E8%82%A1%E6%9C%89%E9%99%90%E5%85%AC%E5%8F%B8) P&R Holdings manages various Hong Kong property projects, with completed sales for some residential units, ongoing sales for others like Regal Hill, stable rental income from We Go MALL, and operational hotels, while new developments are in planning or demolition phases - The Shing and Regal Hill projects in Tan Kwai Tsuen Road, Yuen Long, New Territories: All units in The Shing apartment building have been sold, and **7** houses at Regal Hill are retained for sale[53](index=53&type=chunk) - We Go MALL in Po Tai Street, Ma On Shan, Shatin, New Territories: Developed as a shopping mall, opened in **2018**, held for rental income, with stable leasing conditions during the period[54](index=54&type=chunk) - The Shing in Shun Ning Road, Sham Shui Po, Kowloon: All residential units and certain shops and parking spaces have been sold, with **2** remaining shops and **5** parking spaces continuing to be offered for sale[55](index=55&type=chunk) - Regal Hill in Lai Ping Road, Kau To, Shatin, New Territories: To date, a total of **21** garden houses and **77** apartment units have been sold or are under agreement for sale, with total sales proceeds of **HKD 5.2185 billion**[57](index=57&type=chunk) - iclub Mong Kok Hotel in Anchor Street, Mong Kok, Kowloon: Opened in March **2019**, operated by P&R and managed by Regal Group[58](index=58&type=chunk) - iclub Sheung Wan Hotel in Bonham Strand West, Sheung Wan, Hong Kong: P&R holds a **50%** interest, officially opened in November **2020**, operated by the joint venture and managed by Regal Group[60](index=60&type=chunk) [Regal Hotels International Holdings Limited](index=17&type=section&id=%E5%AF%8C%E8%B1%AA%E9%85%92%E5%BA%97%E5%9B%BD%E9%99%85%E6%8E%A7%E8%82%A1%E6%9C%89%E9%99%90%E5%85%AC%E5%8F%B8) Regal Group operates the **1,208**-room Regal Airport Hotel in Hong Kong, has sold most units at The Shing project, retains **8** villas at Regal Bay, and is divesting overseas properties in London (**GBP 19.5 million**) and Lisbon (**EUR 9.3 million**), while its Barcelona hotel generates stable rental income - Regal Airport Hotel at Hong Kong International Airport: Officially opened in April **2023**, with **1,208** rooms and suites, and awarded BEAM Plus Gold and EarthCheck Design Gold certifications[63](index=63&type=chunk)[64](index=64&type=chunk) - The Shing in Queen's Road West, Hong Kong: The remaining **123** residential units were relaunched for sale in June this year, and to date, a total of **120** relaunched residential units have been sold or are under agreement for sale, with total sales proceeds of **HKD 898.7 million**[65](index=65&type=chunk) - Regal Bay in Wong Ma Kok Road, Stanley, Hong Kong: Regal Group still retains **8** garden houses, and some of these garden houses will continue to be offered for sale if satisfactory offers are received[67](index=67&type=chunk) - **41** Kingsway property in London, UK: A conditional agreement has been entered into for the disposal of the entire equity interest in its wholly-owned subsidiary, with a total purchase price of **GBP 19.5 million** (equivalent to approximately **HKD 204.1 million**)[69](index=69&type=chunk) - Fabrik at Rua Dos Fanqueiros **156**, Lisbon, Portugal: An agreement has been entered into for the disposal of the entire equity and loan interests in the project company, with a cash consideration of **EUR 9.3 million** (equivalent to approximately **HKD 83.9 million**)[71](index=71&type=chunk) [Cosmopolitan International Holdings Limited](index=19&type=section&id=%E5%9B%9B%E6%B5%B7%E5%9C%8B%E9%9A%9B%E9%9B%86%E5%9C%98%E6%9C%89%E9%99%90%E5%85%AC%E5%8F%B8) Cosmopolitan International's China property developments include Chengdu Regal International City and Tianjin Regal New Gate, with residential units largely sold, ongoing commercial sales, and plans to divest remaining commercial and office units in Chengdu, while the Tianjin commercial market remains weak, and the Xinjiang project is in afforestation - Chengdu project – Regal International City: All residential units in Phase **3** were sold in prior years, sales of shops and parking spaces are ongoing, and the hotel has obtained completion certificates and property ownership certificates[72](index=72&type=chunk)[73](index=73&type=chunk) - Remaining commercial portion of Chengdu project: Includes a commercial complex and **five** office towers, with active plans to sell these remaining units on a block and individual unit basis[73](index=73&type=chunk) - Tianjin project – Regal New Gate: All residential units have been sold, shop sales plans are ongoing, and the remaining office properties will continue to be monitored for market conditions for sale[75](index=75&type=chunk) - Xinjiang project: Afforestation has been completed on approximately **4,300** mu of land, with approximately **1,843** mu of land to be available for real estate development in the future[76](index=76&type=chunk) [Construction and Building-Related Business](index=21&type=section&id=%E5%BB%BA%E7%AF%89%E5%8F%8A%E8%88%87%E6%A8%93%E5%AE%87%E7%9B%B8%E9%97%9C%E6%A5%AD%E5%8B%99) The Group's wholly-owned Righteous Engineering Limited serves as the main contractor and construction manager for P&R residential and hotel projects, including Regal Hill and Regal Airport Hotel, while also seeking public contracts and providing comprehensive development consultancy services - Righteous Engineering Limited: Wholly-owned by the Group, serving as the main contractor for P&R residential projects and other hotel projects, and responsible for construction management of the Regal Hill project and Regal Airport Hotel[77](index=77&type=chunk) - Development Consultancy Division: Provides professional services including development appraisal, project management, architecture, interior design, quality control, and quantity surveying from project inception to completion[77](index=77&type=chunk) [Financial Assets and Other Investments](index=21&type=section&id=%E9%87%91%E8%9E%8D%E8%B3%87%E7%94%A2%E5%8F%8A%E5%85%B6%E4%BB%96%E6%8A%95%E8%B3%87) The Group holds a substantial investment portfolio including listed securities, funds, private equity, bonds, and treasury products, recording a net loss in its financial asset investment business during the review period - The Group holds a substantial investment portfolio including listed securities and other investments, comprising investment funds, private equity, bonds, and treasury and yield enhancement products[78](index=78&type=chunk) - During the review period, the Group recorded a net loss in its financial asset investment business[78](index=78&type=chunk) [Financial Review](index=21&type=section&id=%E8%B4%A2%E5%8A%A1%E5%9B%9E%E9%A1%BE) This section reviews the Group's financial position as of June 30, 2025, with an unaudited adjusted net asset value per share of HKD **12.57** if Hong Kong hotel properties were revalued at market price, noting improved cash flow, slightly increased gearing, and compliance with loan covenants, alongside disclosures on lease liabilities, pledged assets, capital commitments, contingent liabilities, share capital, dividends, and post-reporting events - The Group's overall business operations have consistently adopted prudent funding and financial policies[81](index=81&type=chunk) [Asset Value](index=21&type=section&id=%E8%B3%87%E7%94%A2%E5%83%B9%E5%80%BC) The Group's Hong Kong hotel properties are accounted for at fair value as of May 7, 2012, plus capital additions less depreciation; revaluing them to market price as of June 30, 2025, would result in an unaudited adjusted net asset value of **HKD 12.57** per ordinary share | Metric | Jun 30, 2025 (HKD million) | Per Ordinary Share (HKD) | | :--- | :--- | :--- | | Book Net Asset Value Attributable to Owners of the Parent | 7,952.5 | 7.13 | | Hotel Properties Revaluation Adjustment at Market Value | 6,056.2 | 5.44 | | Unaudited Adjusted Net Asset Value Attributable to Owners of the Parent | 14,008.7 | 12.57 | [Capital Resources and Funding](index=22&type=section&id=%E8%B3%87%E6%9C%AC%E8%B3%87%E6%BA%90%E5%8F%8A%E8%B3%87%E9%87%91) The Group maintains prudent funding and financial policies, with cash primarily held in banks, funding Hong Kong property developments through internal resources and HIBOR-linked bank loans, and China projects through internal funds and pre-sales, while managing interest and exchange rate risks for its predominantly HKD-denominated bank borrowings - Cash balances are primarily held as bank deposits and invested in treasury and yield enhancement products when deemed appropriate[81](index=81&type=chunk) - Funding for Hong Kong property development projects is partly from internal resources and partly from bank loans, with interest rates determined by reference to HIBOR[81](index=81&type=chunk) - Most funding for China property development projects is provided by internal resources and proceeds from pre-sales of units[81](index=81&type=chunk) - The Group's bank borrowings are predominantly denominated in HKD, with interest primarily determined by reference to HIBOR, and the Group may consider using USD or HKD as hedging instruments for part or all of its investment amounts to control exchange rate fluctuation risks[81](index=81&type=chunk) [Cash Flow](index=22&type=section&id=%E7%8E%B0%E9%87%91%E6%B5%81%E9%87%8F) During the review period, net cash flow from operating activities significantly increased to HKD **198.3** million from HKD **21** million in the prior period, while net interest expenses decreased to HKD **472.9** million from HKD **593.5** million | Metric | H1 2025 (HKD million) | H1 2024 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 198.3 | 21.0 | Significantly increased | | Net Interest Expense | 472.9 | 593.5 | Decrease | [Debt and Gearing Ratio](index=22&type=section&id=%E5%82%B5%E9%A0%85%E5%8F%8A%E8%B3%87%E7%94%A2%E8%B2%A0%E5%80%B5%E6%AF%94%E7%8E%87) As of June 30, 2025, the Group's cash and bank balances plus time deposits totaled HKD **982.6** million, with net debt at HKD **18.5247** billion, resulting in a gearing ratio of **52.8%** (up from **50.8%**), or **40.4%** if hotel properties are revalued at market price | Metric | Jun 30, 2025 (HKD million) | Dec 31, 2024 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Cash and Bank Balances with Time Deposits | 982.6 | 1,404.2 | Decrease | | Debt Net of Cash and Bank Balances with Time Deposits | 18,524.7 | 18,332.2 | Slight increase | | Gearing Ratio (Based on Book Total Assets) | 52.8% | 50.8% | Increase | | Gearing Ratio (Based on Adjusted Total Assets) | 40.4% | 38.9% | Increase | [Lease Liabilities](index=23&type=section&id=%E7%A7%9F%E8%B3%83%E8%B2%A0%E5%82%B5) As of June 30, 2025, the Group's lease liabilities decreased to HKD **9.2** million from HKD **10.8** million as of December 31, 2024 | Metric | Jun 30, 2025 (HKD million) | Dec 31, 2024 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Lease Liabilities | 9.2 | 10.8 | Decrease | [Pledged Assets](index=23&type=section&id=%E8%B3%87%E7%94%A2%E6%8A%B5%E6%8A%BC) As of June 30, 2025, the Group pledged HKD **28.5113** billion in assets, including properties under development, plant and equipment, investment properties, right-of-use assets, properties held for sale, time deposits, and bank balances, to secure bank loans and lease guarantees, with shares in listed subsidiaries and other property companies also pledged - As of June 30, **2025**, the Group's properties under development and certain of the Group's property, plant and equipment, investment properties, right-of-use assets, properties held for sale, time deposits and bank balances totaling **HKD 28.5113 billion** were pledged to secure general bank loans and related bank guarantees granted to the Group[87](index=87&type=chunk) - As of June 30, **2025**, certain ordinary shares in a listed subsidiary with a market value of **HKD 54.2 million** were pledged to secure general bank loans granted to the Group[87](index=87&type=chunk) [Capital Commitments](index=23&type=section&id=%E8%B3%87%E6%9C%AC%E6%89%BF%E6%93%94) Details of the Group's capital commitments as of the reporting period are provided in Note **17** to the condensed consolidated financial statements - Details of the Group's capital commitments as of June **30**, **2025**, are set out in Note **17** to the condensed consolidated financial statements[89](index=89&type=chunk) [Contingent Liabilities](index=23&type=section&id=%E6%88%96%E7%84%B6%E8%B2%A0%E5%82%B5) Details of the Group's contingent liabilities as of the reporting period are provided in Note **16** to the condensed consolidated financial statements - Details of the Group's contingent liabilities as of June **30**, **2025**, are set out in Note **16** to the condensed consolidated financial statements[90](index=90&type=chunk) [Share Capital](index=23&type=section&id=%E8%82%A1%E6%9C%AC) There was no change in the company's share capital during the review period - There was no change in the company's share capital during the review period[91](index=91&type=chunk) [Dividends](index=23&type=section&id=%E8%82%A1%E6%81%AF) The Board resolved not to declare an interim dividend for the financial year ending December 31, 2025 - The Board resolved not to declare an interim dividend for the financial year ending December **31**, **2025** (**2024**: nil)[92](index=92&type=chunk) [Events After Reporting Period](index=23&type=section&id=%E5%A0%B1%E5%91%8A%E6%9C%9F%E5%BE%8C%E4%BA%8B%E9%A0%85) Details of events after the reporting period are provided in Note **19** to the condensed consolidated financial statements - Details of significant events after the reporting period for the Group are set out in Note **19** to the condensed consolidated financial statements[93](index=93&type=chunk) [Significant Acquisitions or Disposals of Subsidiaries or Associates](index=24&type=section&id=%E9%87%8D%E5%A4%A7%E4%B9%8B%E6%94%B6%E8%B3%BC%E6%88%96%E5%87%BA%E5%94%AE%E9%99%84%E5%B1%AC%E5%85%AC%E5%8F%B8%E6%88%96%E8%81%AF%E7%87%9F%E5%85%AC%E5%8F%B8%E4%BA%8B%E5%AE%9C) There were no significant acquisitions or disposals of the company's subsidiaries or associates during the review period - During the review period, there were no significant acquisitions or disposals of the company's subsidiaries or associates[94](index=94&type=chunk) [Employees and Remuneration Policy](index=24&type=section&id=%E5%91%98%E5%B7%A5%E5%8F%8A%E8%96%AA%E9%85%AC%E5%88%B6%E5%BA%A6) The Group employs approximately **1,610** staff in Hong Kong and China, with remuneration based on market conditions and individual contributions, and benefits including MPF, medical/life insurance (Hong Kong), and social security/housing provident funds (China) - The Group employs approximately **1,610** staff in Hong Kong and China[95](index=95&type=chunk) - Employee remuneration is generally determined based on market conditions and individual contributions, with salaries reviewed annually considering individual performance and other relevant factors[95](index=95&type=chunk) - Employee benefits provided by the Group include a Mandatory Provident Fund Scheme and medical and life insurance for employees in Hong Kong, and social security funds and housing provident funds for employees in China[95](index=95&type=chunk) [**Condensed Consolidated Financial Statements**](index=25&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) [Condensed Consolidated Statement of Profit or Loss](index=25&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E8%A1%A8) For the six months ended June 30, 2025, the Group reported revenue of **HKD 1.186 billion**, gross profit of **HKD 403.8 million**, an operating loss of **HKD 370.8 million**, a loss before tax of **HKD 894 million**, and a loss attributable to owners of the parent of **HKD 613.4 million**, impacted by fair value and impairment losses | Metric | H1 2025 (HKD million) | H1 2024 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Revenue | 1,186.0 | 1,392.0 | Decrease | | Gross Profit | 403.8 | 414.2 | Decrease | | Fair Value Loss on Investment Properties (Net) | (168.0) | (101.7) | Loss widened | | Fair Value Loss on Financial Assets at FVTPL (Net) | (0.2) | (70.5) | Loss significantly narrowed | | Operating Loss | (370.8) | (278.6) | Loss widened | | Finance Costs | (521.4) | (651.9) | Decrease | | Loss Before Tax | (894.0) | (933.5) | Loss narrowed | | Loss Attributable to Owners of the Parent | (613.4) | (676.3) | Loss narrowed | | Basic and Diluted Loss Per Ordinary Share | HKD (0.59) | HKD (0.64) | Loss narrowed | [Condensed Consolidated Statement of Comprehensive Income](index=26&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%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 total comprehensive loss narrowed to HKD **839.9** million from HKD **1.0736** billion, primarily influenced by fair value changes in cash flow hedges, foreign currency translation differences, and fair value changes of financial assets designated at fair value through other comprehensive income | Metric | H1 2025 (HKD million) | H1 2024 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Total Comprehensive Loss for the Period | (839.9) | (1,073.6) | Loss narrowed | | Fair Value Change of Cash Flow Hedges | (50.1) | 10.5 | Turned to loss | | Exchange Differences on Translation of Overseas Operations | 107.5 | (61.6) | Turned to gain | | Fair Value Change of Financial Assets Designated at FVTOCI | (0.8) | 2.7 | Turned to loss | [Condensed Consolidated Statement of Financial Position](index=27&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) As of June 30, 2025, the Group's total non-current assets were HKD **25.9886** billion, total current assets HKD **9.0663** billion, total current liabilities HKD **7.965** billion, total non-current liabilities HKD **14.3912** billion, and net assets HKD **12.6987** billion | Metric | Jun 30, 2025 (HKD million) | Dec 31, 2024 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Total Non-Current Assets | 25,988.6 | 26,893.0 | Decrease | | Total Current Assets | 9,066.3 | 9,227.8 | Decrease | | Total Current Liabilities | (7,965.0) | (7,697.1) | Increase | | Total Non-Current Liabilities | (14,391.2) | (14,943.9) | Decrease | | Net Assets | 12,698.7 | 13,479.8 | Decrease | | Equity Attributable to Owners of the Parent | 7,952.5 | 8,484.9 | Decrease | [Condensed Consolidated Statement of Changes in Equity](index=29&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%AC%8A%E7%9B%8A%E8%AE%8A%E5%8B%95%E8%A1%A8) For the six months ended June 30, 2025, the loss attributable to owners of the parent was HKD **613.4** million, with a total comprehensive loss of HKD **566.7** million, primarily impacted by the period's loss, cash flow hedges, foreign currency translation differences, and fair value changes of financial assets at fair value through other comprehensive income | Metric | H1 2025 (HKD million) | H1 2024 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Loss Attributable to Owners of the Parent for the Period | (613.4) | (676.3) | Loss narrowed | | Total Comprehensive Income/(Loss) Attributable to Owners of the Parent for the Period | (566.7) | (711.6) | Loss narrowed | - Cash flow hedges resulted in a decrease of **HKD 24.5 million** in equity attributable to owners of the parent[103](index=103&type=chunk) - Exchange differences on translation of overseas operations resulted in an increase of **HKD 71.7 million** in equity attributable to owners of the parent[103](index=103&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=31&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E7%8E%B0%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) For the six months ended June 30, 2025, net cash flow from operating activities was HKD **198.3** million, from investing activities HKD **158.2** million, and used in financing activities HKD **688.3** million, with cash and cash equivalents totaling HKD **349** million at period-end | Metric | H1 2025 (HKD million) | H1 2024 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 198.3 | 21.0 | Significantly increased | | Net Cash Flow from Investing Activities | 158.2 | 338.9 | Decrease | | Net Cash Flow Used in Financing Activities | (688.3) | (955.6) | Decrease | | Cash and Cash Equivalents at End of Period | 349.0 | 789.8 | Decrease | [Notes to the Condensed Consolidated Financial Statements](index=33&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E6%B3%A8) The notes to the financial statements provide detailed explanations and supplementary information on accounting policies, segment data, revenue, loss before tax, finance costs, income tax, dividends, EPS, receivables/payables, bank borrowings, pledged assets, contingent liabilities, capital commitments, fair value of financial instruments, and post-reporting events - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard **34** "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants[111](index=111&type=chunk) - The condensed consolidated financial statements are prepared on the assumption that the Group can continue as a going concern, and the Group believes it will have sufficient working capital to fund its operations for the next **12** months from June **30**, **2025**[113](index=113&type=chunk) [1. Accounting Policies and Basis of Preparation](index=33&type=section&id=%E4%B8%80%E3%80%81%20%E6%9C%83%E8%A8%88%E6%94%BF%E7%AD%96%E5%8F%8A%E7%B7%A8%E8%A3%BD%E4%B9%8B%E5%9F%BA%E6%BA%96) The condensed consolidated financial statements are prepared in accordance with HKAS **34** and should be read with the **2024** annual financial statements, with no significant impact from newly adopted HKFRS, and are based on a going concern assumption with sufficient working capital for the next **12** months - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard **34** "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants[111](index=111&type=chunk) - The revised Hong Kong Accounting Standard **21** "Lack of Exchangeability" has no impact on the condensed consolidated financial statements[112](index=112&type=chunk) - The condensed consolidated financial statements are prepared on the assumption that the Group can continue as a going concern, and the Group believes it will have sufficient working capital to fund its operations for the next **12** months from June **30**, **2025**[113](index=113&type=chunk) [2. Segment Information](index=34&type=section&id=%E4%BA%8C%E3%80%81%20%E6%A5%AD%E5%8B%99%E5%88%86%E9%A1%9E%E8%B3%87%E6%96%99) The Group's business is categorized into seven segments: property development and investment, construction, hotel operations and ownership, asset management, financial asset investment, aircraft ownership and leasing, and other, with performance assessed based on adjusted profit/loss before tax - The composition of the Group's business units is classified according to the products and services of each business unit, and accordingly, there are **seven** operating segments to be presented: property development and investment, construction and building-related business, hotel operations and management and hotel ownership, asset management, financial asset investment, aircraft ownership and leasing, and other[114](index=114&type=chunk)[116](index=116&type=chunk) - Segment performance is assessed based on the reported segment profit (loss) (i.e., measuring adjusted profit (loss) before tax)[114](index=114&type=chunk) | Segment | H1 2025 Segment Revenue (HKD million) | H1 2025 Segment Result Before Depreciation (HKD million) | | :--- | :--- | :--- | | Property Development and Investment | 264.2 | (204.8) | | Construction

半年度報告 守正創新 行穩致遠 CCB 中國建設銀行股份有限公司 年半年度報告 重要提示 本行董事會、監事會及董事、監事、高級管理人員保證本半年度報告內容的真實、準確、完整，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。 本行於2025年8月29日召開董事會會議，審議通過了本半年度報告及其業績公告。本行13名董事出席董事會會 議。 本行董事會建議向全體普通股股東派發2025年度中期現金股息，每10股人民幣1.858元（含稅）。本行不進行公 積金轉增股本。 本集團按照中國會計準則編製的2025年半年度財務報告已經安永華明會計師事務所（特殊普通合夥）審閱，按 照國際財務報告準則編製的2025年半年度財務報告已經安永會計師事務所審閱。 本行董事長、執行董事張金良，副董事長、執行董事及行長張毅和財務會計部總經理劉方根保證本半年度報 告中財務報告的真實、準確、完整。 本報告包含若干對本集團財務狀況、經營業績及業務發展的前瞻性陳述。這些陳述是基於現行計劃、估計及預測而作 出，雖然本集團相信這些前瞻性陳述中所反映的期望是合理的，但這些陳述不構成對投資者的實質承諾，請對此保持足 夠的風險認識，理解計劃、 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈之內容概不負責， 對其準確或完整性亦不發表任何聲明，並明確表示，概不對因本公佈全部或任何部 份內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 Sinomax Group Limited 盛諾集團有限公 司 （根據開曼群島法例註冊成立的有限公司） （股份代號：1418） 有關2024年度報告之補充公佈 茲提述盛諾集團有限公司（「本公司」，連同其附屬公司統稱「本集團」）截至2024年12 月31日止年度的年度報告（「 2024年度報告」）。除另有指明者外，本公佈所用詞彙與 2024年度報告所界定者具有相同涵義。 除2024年度報告所載資料外，本公司謹此就2024年度報告所披露的本集團關連方交 易向股東及有意投資者提供以下補充資料： 根據上市規則第14A.72條，本公司謹此確認，就本集團於2024年度報告第51頁董事 報告書「關連方交易」一段及2024年度報告第264頁綜合財務報表附註34（「附註34」） 所披露的關連方交易（「關連方交易」）而言，除於附註34所披露的有關償還經營租賃 的交易外，其為2024年東莞租賃協議（經補充協議修訂及補充）項下擬 ...

目 錄 2 公司資料 3 董事簡介 7 主席報告書 12 管理層之討論及分析 21 簡明綜合財務報表 21 簡明綜合損益表 22 簡明綜合全面收益表 23 簡明綜合財務狀況表 25 簡明綜合權益變動表 27 簡明綜合現金流量表 29 簡明綜合財務報表附註 51 其他資料 60 中期財務資料審閱報告 公司資料 董事 執行董事 羅旭瑞（主席兼行政總裁） 羅寶文（副主席兼董事總經理） 梁蘇寶 羅俊圖 吳季楷 温子偉 非執行董事 蔡志明，GBS ，JP（副主席） 楊碧瑤 ，JP 獨立非執行董事 簡麗娟 羅文鈺 伍頴梅 ，JP 黃之強 審計委員會 黃之強（主席） 蔡志明，GBS ，JP 簡麗娟 羅文鈺 伍頴梅 ，JP 薪酬委員會 黃之強（主席） 羅旭瑞 簡麗娟 伍頴梅 ，JP 提名委員會 羅旭瑞（主席） 簡麗娟 伍頴梅 ，JP 黃之強 秘書 林秀芬 核數師 安永會計師事務所 執業會計師 註冊公眾利益實體核數師 主要往來銀行 澳新銀行集團有限公司 永豐銀行香港分行 交通銀行（香港）有限公司 東亞銀行有限公司 國泰世華商業銀行股份有限公司香港分行 中信銀行（國際）有限公司 中國建設銀行股份有限公司香港分行 中國光大銀行股份 ...

[Company Information](index=4&type=section&id=Company%20Information) [Directors](index=4&type=section&id=Directors) This section lists the company's executive and independent non-executive directors, along with the composition of its Audit, Remuneration, and Nomination Committees - The Board of Directors comprises **6 executive directors** and **4 independent non-executive directors**[6](index=6&type=chunk) - The Audit, Remuneration, and Nomination Committees have clear compositions, with independent non-executive directors chairing the Audit and Remuneration Committees[6](index=6&type=chunk) [Audit Committee](index=4&type=section&id=Audit%20Committee) The Audit Committee consists of four independent non-executive directors, with Mr. Li Ka Fai as Chairman - The Audit Committee is chaired by Mr. Li Ka Fai, with members including Mr. Pong Sut Ying, Ms. Kan Lai Kuen, and Mr. Shih Lai Him[6](index=6&type=chunk) [Remuneration Committee](index=4&type=section&id=Remuneration%20Committee) The Remuneration Committee is chaired by Ms. Kan Lai Kuen, with members including Mr. Lo Yuk Sui, Mr. Pong Sut Ying, and Mr. Li Ka Fai - The Remuneration Committee is chaired by Ms. Kan Lai Kuen, with members including Mr. Lo Yuk Sui, Mr. Pong Sut Ying, and Mr. Li Ka Fai[6](index=6&type=chunk) [Nomination Committee](index=4&type=section&id=Nomination%20Committee) The Nomination Committee is chaired by Mr. Lo Yuk Sui, with members including Mr. Pong Sut Ying, Ms. Kan Lai Kuen, Mr. Li Ka Fai, and Mr. Shih Lai Him - The Nomination Committee is chaired by Mr. Lo Yuk Sui, with members including Mr. Pong Sut Ying, Ms. Kan Lai Kuen, Mr. Li Ka Fai, and Mr. Shih Lai Him[6](index=6&type=chunk) [Company Secretary](index=4&type=section&id=Company%20Secretary) The Company Secretary is Ms. Lam Sau Fan - The Company Secretary is Ms. Lam Sau Fan[6](index=6&type=chunk) [Auditor](index=4&type=section&id=Auditor) The company's auditor is Ernst & Young - The company's auditor is Ernst & Young[6](index=6&type=chunk) [Principal Bankers](index=4&type=section&id=Principal%20Bankers) This section lists the company's principal bankers, including ANZ, Bank of Communications (Hong Kong), The Bank of East Asia, and ICBC (Asia) - Principal bankers include Australia and New Zealand Banking Group Limited, Bank of Communications (Hong Kong) Limited, The Bank of East Asia, Limited, and Industrial and Commercial Bank of China (Asia) Limited[6](index=6&type=chunk) [Cayman Islands Share Registrar](index=4&type=section&id=Cayman%20Islands%20Share%20Registrar) The company's Cayman Islands share registrar is Maples Fund Services (Cayman) Limited - The Cayman Islands share registrar is Maples Fund Services (Cayman) Limited[6](index=6&type=chunk) [Hong Kong Share Registrar](index=7&type=section&id=Hong%20Kong%20Share%20Registrar) The company's Hong Kong share registrar is Hong Kong Central Securities Registrars Limited - The Hong Kong share registrar is Hong Kong Central Securities Registrars Limited[7](index=7&type=chunk) [Registered Office](index=7&type=section&id=Registered%20Office) The company's registered office is located in the Cayman Islands - The registered office is located at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands[7](index=7&type=chunk) [Head Office and Principal Place of Business](index=7&type=section&id=Head%20Office%20and%20Principal%20Place%20of%20Business) The company's head office and principal place of business are located at 11th Floor, 68 Yee Wo Street, Causeway Bay, Hong Kong - The head office and principal place of business are located at 11th Floor, 68 Yee Wo Street, Causeway Bay, Hong Kong[7](index=7&type=chunk) [Biographical Details of Directors](index=5&type=section&id=Biographical%20Details%20of%20Directors) [Executive Directors](index=5&type=section&id=Executive%20Directors) This section introduces the backgrounds and responsibilities of the executive directors, many of whom hold key positions in Century City, Paliburg, and Regal Group - Mr. Lo Yuk Sui (80 years old) serves as Chairman and Chief Executive Officer, responsible for the Group's overall policies and decisions, also holding Chairman and CEO roles in Century City, Paliburg, and Regal Group[8](index=8&type=chunk) - Mr. Lo Chun To (51 years old) serves as Vice Chairman and Managing Director, primarily overseeing Paliburg Group's property projects and Century City Group's business development[9](index=9&type=chunk) - Ms. Lo Po Man (45 years old) serves as Vice Chairman, primarily responsible for Regal Group's hotel operations and Century City Group's corporate investments and business development, actively participating in sustainability initiatives[10](index=10&type=chunk) - Mr. Wong Po Man (59 years old) serves as Executive Director and Chief Operating Officer, with over 33 years of experience in architectural design and project planning management for property development projects[11](index=11&type=chunk) - Mr. Leung So Po (53 years old) serves as Executive Director and Chief Financial Officer, with over 29 years of experience in accounting and corporate finance, responsible for Century City Group's corporate finance and China business[12](index=12&type=chunk) - Mr. Ng Kee Kai (71 years old) serves as Executive Director, responsible for Century City Group's corporate finance, company secretarial, and administrative functions[12](index=12&type=chunk) [Independent Non-Executive Directors](index=6&type=section&id=Independent%20Non-Executive%20Directors) This section details the professional backgrounds of four independent non-executive directors, who possess extensive experience in engineering, finance, accounting, and law, and hold positions in various listed companies - Mr. Pong Sut Ying (83 years old) is a veteran engineer and former President of The Hong Kong Institution of Engineers[13](index=13&type=chunk) - Ms. Kan Lai Kuen (70 years old) is a director of Bravo Capital Limited, with over 20 years of corporate finance experience and is a Fellow of the Association of Chartered Certified Accountants[13](index=13&type=chunk) - Mr. Li Ka Fai (70 years old) is a Fellow of the Association of Chartered Certified Accountants, serving as an independent non-executive director for several listed companies on the Stock Exchange[14](index=14&type=chunk) - Mr. Shih Lai Him (80 years old) was a member of the Legislative Council of the Hong Kong Special Administrative Region, serving as an independent non-executive director for several listed companies on the Stock Exchange[15](index=15&type=chunk) [Chairman's Statement](index=8&type=section&id=Chairman's%20Statement) [Financial Results](index=8&type=section&id=Financial%20Results) For the six months ended June 30, 2025, the company's consolidated loss attributable to shareholders significantly decreased, primarily due to reduced tax expenses Shareholder's Attributable Consolidated Loss | Metric | Six Months Ended June 30, 2025 (HK$ million) | Six Months Ended June 30, 2024 (HK$ million) | | :--- | :--- | :--- | | Consolidated Loss Attributable to Shareholders | (56.5) | (169.0) | - The reduction in loss was mainly due to decreased tax expenses, as the prior period in 2024 saw a significant increase in tax expenses due to a revised allocation basis for China property development costs[17](index=17&type=chunk) [Business Review](index=8&type=section&id=Business%20Review) China's property market remains weak, with slow sales for the company's integrated development projects in Chengdu and Tianjin; the company raised funds through a share placement to reduce debt and expand its shareholder base - The overall property market conditions in China remain weak, with slow sales progress for integrated development projects in Chengdu and Tianjin[18](index=18&type=chunk) - The Chengdu Regal International Plaza project has substantially completed all development works and is actively planning to sell the remaining commercial and office units[18](index=18&type=chunk) - The company entered into a placing agreement on July 31, 2025, to place up to **100 million new ordinary shares** at **HK$0.108 per share**, completed on August 15, aiming to reduce debt, broaden the shareholder base, and enhance share liquidity[19](index=19&type=chunk) [Outlook](index=9&type=section&id=Outlook) The Board anticipates continued supportive policies from the central government to stabilize China's property market, hoping remaining properties in Chengdu and Tianjin will generate substantial revenue upon market recovery - The central government is expected to continue introducing supportive fiscal policies and administrative measures to stimulate demand and restore market confidence, stabilizing China's property sector[20](index=20&type=chunk) - The Board hopes that the remaining properties in the Chengdu and Tianjin development projects will generate substantial revenue as the commercial property market in China gradually recovers[20](index=20&type=chunk) [Management Discussion and Analysis](index=10&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=10&type=section&id=Business%20Review) The Group primarily engages in property development and investment in China, along with financial asset investments; this section reviews property project progress and a financial investment redemption - The Group's principal businesses are property development and investment in China, and financial asset investments[22](index=22&type=chunk) - Apart from what is disclosed in the Chairman's Statement, the Group has no immediate plans for significant acquisitions of investments or capital assets[23](index=23&type=chunk) [Property Development](index=10&type=section&id=Property%20Development) This section details the company's property development project progress in Chengdu, Tianjin, and Xinjiang, including sales, completion status, and future launch plans - Property development projects are mainly located in Xindu District, Chengdu, Sichuan Province, Hedong District, Tianjin, and Urumqi, Xinjiang Uygur Autonomous Region[24](index=24&type=chunk)[28](index=28&type=chunk)[29](index=29&type=chunk) [Chengdu Project - Regal International Plaza](index=10&type=section&id=Chengdu%20Project%20-%20Regal%20International%20Plaza) Chengdu project's Phase 3 residential units are sold out, with ongoing sales for shops and parking spaces; office units are pre-sold, and the project is largely complete, but sales are slow due to demand slowdown, prompting a revised sales plan - Phase 3 residential units of the Chengdu project have been fully sold, with total sales revenue of approximately **RMB2.048 billion**[24](index=24&type=chunk) - Shop sales are ongoing, with **4,002 square meters** sold for a total consideration of approximately **RMB93.2 million**; **548 parking spaces** have been sold or contracted for sale, generating total sales revenue of approximately **RMB56.3 million**[24](index=24&type=chunk) - Interior fitting-out works for the hotel property are completed, and the completion certificate and property ownership certificate have been obtained[24](index=24&type=chunk) - The remaining commercial portion (commercial complex and five office towers) has substantially completed all development works and is actively planning for sale as whole blocks and individual units[25](index=25&type=chunk) - Sales of office and shop units are progressing slowly, and the company is actively reformulating its sales plan[26](index=26&type=chunk) [Tianjin Project - Regal New Gate](index=11&type=section&id=Tianjin%20Project%20-%20Regal%20New%20Gate) All residential units in the Tianjin project are sold, shop sales are ongoing with some leased; remaining office towers are complete, but due to a weak Tianjin property market, the company will monitor conditions for timely launch - All residential units in the Tianjin project have been sold[28](index=28&type=chunk) - Shops with a total area of **16,050 square meters** have been sold for a total consideration of approximately **RMB374.1 million**; parts of the commercial complex have been leased to generate rental income[28](index=28&type=chunk) - The remaining office towers are completed, but due to the weak commercial property market in Tianjin, the company will continue to monitor market conditions for timely launch[28](index=28&type=chunk) [Xinjiang Project](index=11&type=section&id=Xinjiang%20Project) The Xinjiang project involves afforestation for land development rights, with approximately 4,300 mu completed; legal opinions confirm the Group's rights remain valid, and afforestation costs are expected to be fully recovered - The Xinjiang project involves afforestation on approximately **7,600 mu** of land to obtain development rights, with approximately **4,300 mu** of afforestation completed[29](index=29&type=chunk) - According to relevant government policies, approximately **1,843 mu** of land will be available for real estate development, and the Group is entitled to participate in bidding and receive compensation for afforestation costs[29](index=29&type=chunk) - The Group's legal rights under the relevant afforestation contract remain legally valid and effective, and afforestation costs are expected to be fully recovered[30](index=30&type=chunk) [Other Investments](index=11&type=section&id=Other%20Investments) This section outlines the company's investments in financial assets, specifically its investment in and subsequent redemption from Interra Acquisition Corporation - Other investments include financial asset investments[22](index=22&type=chunk) [Investment in Interra Acquisition Corporation](index=11&type=section&id=Investment%20in%20Interra%20Acquisition%20Corporation) The Group subscribed for Class A shares of Interra Acquisition Corporation in September 2022, exercised its redemption right in September 2024, and received approximately HK$132.2 million in redemption proceeds in October 2024 - The Group subscribed for **12,210,000 Class A shares** of Interra Acquisition Corporation in September 2022 for approximately **HK$122.1 million**[31](index=31&type=chunk) - The redemption right was exercised in September 2024, and approximately **HK$132.2 million** in redemption proceeds was received in October 2024[31](index=31&type=chunk) [Financial Review](index=11&type=section&id=Financial%20Review) This section outlines the company's net asset value, capital resources, cash flow, debt levels, gearing ratio, lease liabilities, asset pledges, capital commitments, contingent liabilities, share capital, dividends, and employee remuneration policy - The Group adopts prudent funding and financial policies for its overall business operations[33](index=33&type=chunk) [Asset Value](index=11&type=section&id=Asset%20Value) As of June 30, 2025, the Group's net asset value attributable to owners of the parent was HK$730 million, approximately HK$0.50 per share, with fully diluted net asset value per share at approximately HK$0.27 Asset Value Overview | Metric | June 30, 2025 (HK$ million) | Per Share (HK$) | | :--- | :--- | :--- | | Net Asset Value Attributable to Owners of the Parent | 730.0 | 0.50 | | Fully Diluted Net Asset Value Per Share | N/A | 0.27 | [Capital Resources and Funding](index=12&type=section&id=Capital%20Resources%20and%20Funding) The company adopts prudent funding and financial policies, primarily financing property development projects through internal funds, pre-sale proceeds, and Regal Group loans; Regal Group loan repayment date has been extended to October 12, 2027 - The Group adopts prudent funding and financial policies for its overall business operations[33](index=33&type=chunk) - The repayment date for the **HK$857 million** loan from Regal Hotels International Holdings Limited Group has been extended from October 12, 2024, to **October 12, 2027**, to align with the sales progress of the Chengdu and Tianjin development projects[34](index=34&type=chunk) - Construction and related costs for property development projects are primarily financed using internal funds, proceeds from pre-sold units, and loans from the Regal Group[34](index=34&type=chunk) [Cash Flow](index=12&type=section&id=Cash%20Flow) For the six months ended June 30, 2025, net cash flow used in operating activities was HK$73.3 million, a decrease from the prior period, while net interest expenses remained stable Net Cash Flow from Operating Activities and Net Interest Expenses | Metric | Six Months Ended June 30, 2025 (HK$ million) | Six Months Ended June 30, 2024 (HK$ million) | | :--- | :--- | :--- | | Net Cash Flow Used in Operating Activities | (73.3) | (157.7) | | Net Interest Expenses | (12.4) | (12.8) | [Indebtedness and Gearing Ratio](index=12&type=section&id=Indebtedness%20and%20Gearing%20Ratio) As of June 30, 2025, the Group's cash and bank balances decreased, and debt net of cash increased, leading to a rise in the gearing ratio to 42.2% Indebtedness and Gearing Ratio | Metric | June 30, 2025 (HK$ million) | December 31, 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Cash and Bank Balances with Time Deposits | 35.0 | 52.5 | -33.3% | | Debt Net of Cash (including Convertible Notes) | 1,403.7 | 1,324.0 | +6.0% | | Total Assets | 3,326.9 | 3,303.5 | +0.7% | | Gearing Ratio | 42.2% | 40.1% | +2.1pp | [Lease Liabilities](index=13&type=section&id=Lease%20Liabilities) As of June 30, 2025, the Group had no lease liabilities - As of June 30, 2025, the Group had no lease liabilities[39](index=39&type=chunk) [Pledge of Assets](index=13&type=section&id=Pledge%20of%20Assets) The Group has pledged equity interests in companies holding certain property project interests to secure other debts; as of December 31, 2024, some bank deposits and financial assets were also pledged - The Group has pledged equity interests in companies holding certain property project interests to secure other debts[40](index=40&type=chunk) - As of December 31, 2024, **HK$27.2 million** in bank deposits and financial assets at fair value through profit or loss were pledged to secure general bank loans[40](index=40&type=chunk) [Capital Commitments](index=13&type=section&id=Capital%20Commitments) As of June 30, 2025, details of the Group's capital commitments are provided in Note 16 to the financial statements - Details of capital commitments are provided in Note 16 to the condensed consolidated financial statements[41](index=41&type=chunk) [Contingent Liabilities](index=13&type=section&id=Contingent%20Liabilities) As of June 30, 2025, details of the Group's contingent liabilities are provided in Note 18 to the financial statements - Details of contingent liabilities are provided in Note 18 to the condensed consolidated financial statements[42](index=42&type=chunk) [Share Capital](index=13&type=section&id=Share%20Capital) There was no change in the company's share capital during the review period - There was no change in the company's share capital during the review period[43](index=43&type=chunk) [Dividends](index=13&type=section&id=Dividends) The Board resolved not to declare an interim dividend for the financial year ending December 31, 2025 - The Board resolved not to declare an interim dividend for the financial year ending December 31, 2025[44](index=44&type=chunk) [Significant Acquisitions or Disposals of Subsidiaries or Associates](index=13&type=section&id=Significant%20Acquisitions%20or%20Disposals%20of%20Subsidiaries%20or%20Associates) There were no significant acquisitions or disposals of subsidiaries or associates during the review period - There were no significant acquisitions or disposals of the company's subsidiaries or associates during the review period[45](index=45&type=chunk) [Employees and Remuneration Policy](index=13&type=section&id=Employees%20and%20Remuneration%20Policy) The Group employs approximately 70 staff in Hong Kong and China, with a remuneration system based on market conditions and individual contributions, offering benefits like MPF, medical, and life insurance - The Group employs approximately **70 staff** in Hong Kong and China[46](index=46&type=chunk) - Employee remuneration is determined based on market conditions and individual contributions, reviewed annually, and includes benefits such as Mandatory Provident Fund schemes, medical, and life insurance[46](index=46&type=chunk) [Condensed Consolidated Financial Statements](index=14&type=section&id=Condensed%20Consolidated%20Financial%20Statements) [Condensed Consolidated Statement of Profit or Loss](index=14&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) For the six months ended June 30, 2025, the Group recorded a consolidated loss attributable to shareholders of HK$56.5 million, a significant reduction from HK$169 million in the prior period, mainly due to an income tax credit; revenue decreased from HK$314.3 million to HK$16 million Condensed Consolidated Statement of Profit or Loss Key Data | Metric | Six Months Ended June 30, 2025 (HK$ million) | Six Months Ended June 30, 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Revenue | 16.0 | 314.3 | -94.9% | | Gross Profit | 2.3 | 1.4 | +64.3% | | Loss from Operations | (21.2) | (36.0) | -41.1% | | Loss Before Tax | (60.2) | (75.3) | -20.1% | | Income Tax | 3.7 | (93.7) | From Expense to Credit | | Loss Attributable to Owners of the Parent | (56.5) | (169.0) | -66.6% | | Basic and Diluted Loss Per Share | HK$(3.84) cents | HK$(11.50) cents | -66.6% | [Condensed Consolidated Statement of Comprehensive Income](index=15&type=section&id=Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) For the six months ended June 30, 2025, the Group's total comprehensive loss was HK$5.8 million, a significant narrowing from HK$206.3 million in the prior period, mainly due to a gain from foreign currency translation differences on overseas operations Condensed Consolidated Statement of Comprehensive Income Key Data | Metric | Six Months Ended June 30, 2025 (HK$ million) | Six Months Ended June 30, 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Loss for the Period | (56.5) | (169.0) | -66.6% | | Exchange Differences on Translation of Overseas Operations | 51.5 | (40.9) | From Loss to Gain | | Fair Value Change of Equity Investments Designated at Fair Value Through Other Comprehensive Income | (0.8) | 3.6 | From Gain to Loss | | Total Comprehensive Loss for the Period | (5.8) | (206.3) | -97.2% | [Condensed Consolidated Statement of Financial Position](index=16&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's total assets slightly increased, but net current assets decreased; non-current liabilities significantly reduced, leading to an increase in net assets Condensed Consolidated Statement of Financial Position Key Data | Metric | June 30, 2025 (HK$ million) | December 31, 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Total Non-Current Assets | 203.4 | 196.0 | +3.8% | | Total Current Assets | 3,123.5 | 3,107.5 | +0.5% | | Total Current Liabilities | (1,186.4) | (925.6) | +28.2% | | Net Current Assets | 1,937.1 | 2,181.9 | -11.3% | | Total Non-Current Liabilities | (1,406.4) | (1,696.8) | -17.1% | | Net Assets | 734.1 | 681.1 | +7.8% | | Total Equity Attributable to Owners of the Parent | 730.0 | 681.1 | +7.2% | [Condensed Consolidated Statement of Changes in Equity](index=18&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2025, total equity attributable to owners of the parent increased from HK$681.1 million to HK$730 million, mainly due to a reduced total comprehensive loss for the period and a deemed disposal of interest in a subsidiary Condensed Consolidated Statement of Changes in Equity Key Data | Metric | January 1, 2025 (HK$ million) | June 30, 2025 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Total Equity Attributable to Owners of the Parent | 681.1 | 730.0 | +7.2% | | Total Comprehensive Loss for the Period | (5.8) | (5.8) | N/A | | Deemed Disposal of Interest in a Subsidiary | N/A | 54.7 | N/A | [Condensed Consolidated Statement of Cash Flows](index=20&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash flow used in operating activities significantly decreased, net cash flow from investing activities decreased, and net cash flow from financing activities increased, resulting in a slight decrease in cash and cash equivalents at period-end Condensed Consolidated Statement of Cash Flows Key Data | Metric | Six Months Ended June 30, 2025 (HK$ million) | Six Months Ended June 30, 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Net Cash Flow Used in Operating Activities | (73.3) | (157.7) | Decreased by 53.5% | | Net Cash Flow from Investing Activities | 3.0 | 22.8 | Decreased by 86.9% | | Net Cash Flow from Financing Activities | 66.7 | 138.6 | Decreased by 51.9% | | Net Increase (Decrease) in Cash and Cash Equivalents | (3.6) | 3.7 | From Increase to Decrease | | Cash and Cash Equivalents at End of Period | 8.2 | 17.4 | Decreased by 52.9% | [Notes to the Condensed Consolidated Financial Statements](index=21&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) [1. Basis of Preparation and Accounting Policies](index=21&type=section&id=1.%20Basis%20of%20Preparation%20and%20Accounting%20Policies) The condensed consolidated financial statements are prepared under HKAS 34, consistent with 2024 annual statements, except for the initial adoption of HKAS 21 amendments, which had no impact; the Group assumes going concern and has sufficient working capital for the next 12 months - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 issued by the Hong Kong Institute of Certified Public Accountants[58](index=58&type=chunk) - The initial adoption of amendments to Hong Kong Accounting Standard 21 had no impact on the condensed consolidated financial statements, as the Group's transaction currency is convertible with its functional currency[59](index=59&type=chunk) - The Group prepares its financial statements on a going concern basis, believing it has sufficient working capital to support operations for the next 12 months, considering cash flows, property promotion plans, and share placement[59](index=59&type=chunk)[61](index=61&type=chunk) [2. Segment Information](index=21&type=section&id=2.%20Segment%20Information) The Group's business is divided into property development and investment and financial asset investment, with management independently monitoring and assessing segment performance based on adjusted profit/loss before tax - The Group's business is divided into two segments: property development and investment, and financial asset investment[61](index=61&type=chunk) - Segment performance is assessed based on adjusted profit/loss before tax, excluding certain interest income, non-lease related finance costs, and head office/corporate income and expenses[60](index=60&type=chunk) Business Segment Revenue and Results | Metric | Property Development and Investment (Six Months Ended June 30, 2025) (HK$ million) | Property Development and Investment (Six Months Ended June 30, 2024) (HK$ million) | Financial Asset Investment (Six Months Ended June 30, 2025) (HK$ million) | Financial Asset Investment (Six Months Ended June 30, 2024) (HK$ million) | Consolidated (Six Months Ended June 30, 2025) (HK$ million) | Consolidated (Six Months Ended June 30, 2024) (HK$ million) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue from Customers | 15.0 | 313.5 | 1.0 | 0.8 | 16.0 | 314.3 | | Segment Results Before Depreciation | (11.9) | (12.1) | 1.3 | (10.9) | (10.6) | (23.0) | | Loss from Operations | N/A | N/A | N/A | N/A | (21.2) | (36.0) | | Loss Before Tax | N/A | N/A | N/A | N/A | (60.2) | (75.3) | | Loss for the Period | N/A | N/A | N/A | N/A | (56.5) | (169.0) | [3. Revenue, Other Income and Gains](index=23&type=section&id=3.%20Revenue,%20Other%20Income%20and%20Gains) For the six months ended June 30, 2025, total revenue significantly decreased to HK$16 million, primarily due to a sharp decline in proceeds from property sales; other income and gains also fell from HK$5.9 million to HK$1.7 million Revenue, Other Income and Gains Analysis | Metric | Six Months Ended June 30, 2025 (HK$ million) | Six Months Ended June 30, 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | **Revenue** | | | | | Proceeds from Property Sales | 13.9 | 312.8 | -95.6% | | Rental Income | 1.1 | 0.7 | +57.1% | | Net Gain on Disposal of Financial Assets at Fair Value Through Profit or Loss | 0.4 | – | N/A | | Dividend Income from Listed Investments | 0.6 | 0.8 | -25.0% | | **Total Revenue** | **16.0** | **314.3** | **-94.9%** | | **Other Income and Gains** | | | | | Bank Interest Income | – | 0.1 | -100% | | Other Interest Income | 1.6 | – | N/A | | Gain on Disposal of Items of Property, Plant and Equipment | 0.1 | – | N/A | | Others | – | 5.8 | -100% | | **Total Other Income and Gains** | **1.7** | **5.9** | **-71.2%** | - All revenue from customer contracts is derived from property sales within the property development and investment segment in Mainland China, recognized at a point in time[65](index=65&type=chunk) [4. Analysis of the Group's Profit on Disposal of Properties and Depreciation](index=24&type=section&id=4.%20Analysis%20of%20the%20Group's%20Profit%20on%20Disposal%20of%20Properties%20and%20Depreciation) For the six months ended June 30, 2025, net profit on disposal of properties was HK$0.4 million, and total depreciation was HK$0.3 million Profit on Disposal of Properties and Depreciation | Metric | Six Months Ended June 30, 2025 (HK$ million) | Six Months Ended June 30, 2024 (HK$ million) | | :--- | :--- | :--- | | Profit on Disposal of Properties (Net) | 0.4 | 0.1 | | Depreciation of Property, Plant and Equipment | 0.3 | 0.4 | | Depreciation of Right-of-Use Assets | – | 0.2 | | **Total Depreciation** | **0.3** | **0.6** | [5. Finance Costs](index=24&type=section&id=5.%20Finance%20Costs) For the six months ended June 30, 2025, total finance costs were HK$39 million, largely consistent with the prior period, primarily comprising interest on other borrowings Finance Costs Composition | Metric | Six Months Ended June 30, 2025 (HK$ million) | Six Months Ended June 30, 2024 (HK$ million) | | :--- | :--- | :--- | | Interest on Bank Loans | 0.2 | 0.4 | | Interest on Convertible Notes | 1.7 | 1.7 | | Interest on Other Borrowings | 37.1 | 37.2 | | **Total** | **39.0** | **39.3** | [6. Income Tax](index=25&type=section&id=6.%20Income%20Tax) For the six months ended June 30, 2025, the Group recorded an income tax credit of HK$3.7 million, compared to a tax expense of HK$93.7 million in the prior period, mainly due to a shift from land appreciation tax expense to credit Income Tax Expense (Credit) | Metric | Six Months Ended June 30, 2025 (HK$ million) | Six Months Ended June 30, 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Current - China Corporate Income Tax | – | 6.4 | -100% | | Underprovision in Prior Years | 0.3 | – | N/A | | Land Appreciation Tax | (3.0) | 78.6 | From Expense to Credit | | Deferred Tax | (1.0) | 8.7 | From Expense to Credit | | **Total Tax Expense (Credit) for the Period** | **(3.7)** | **93.7** | **From Expense to Credit** | - The Group did not generate any assessable profits in Hong Kong during the period, hence no Hong Kong profits tax provision was made[68](index=68&type=chunk) - China Land Appreciation Tax is levied at progressive rates from **30% to 60%** on the appreciation value derived from the sale or transfer of state-owned land use rights, buildings, and their ancillary facilities[69](index=69&type=chunk) [7. Dividends](index=25&type=section&id=7.%20Dividends) For the six months ended June 30, 2025, the company neither paid nor declared any dividends - For the six months ended June 30, 2025, the company neither paid nor declared any dividends[71](index=71&type=chunk) [8. Loss Per Share Attributable to Owners of the Parent](index=26&type=section&id=8.%20Loss%20Per%20Share%20Attributable%20to%20Owners%20of%20the%20Parent) For the six months ended June 30, 2025, basic and diluted loss per share attributable to owners of the parent was HK$(3.84) cents, a significant narrowing from HK$(11.50) cents in the prior period; no adjustment was made for diluted loss due to the anti-dilutive effect of convertible notes Loss Per Share | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Loss Attributable to Owners of the Parent (HK$ million) | (56.5) | (169.0) | -66.6% | | Weighted Average Number of Shares in Issue (shares) | 1,469,200,000 | 1,469,200,000 | N/A | | Basic and Diluted Loss Per Share | HK$(3.84) cents | HK$(11.50) cents | -66.6% | - Unconverted convertible notes had an anti-dilutive effect on loss per share, so no adjustment was made for diluted loss[72](index=72&type=chunk) [9. Deposits, Prepayments and Other Assets](index=26&type=section&id=9.%20Deposits,%20Prepayments%20and%20Other%20Assets) As of June 30, 2025, non-current prepayments increased to HK$152.5 million, mainly related to Xinjiang afforestation project costs; current deposits, prepayments, and other assets increased to HK$165.1 million, including HK$132.2 million from redeemed financial assets Deposits, Prepayments and Other Assets | Metric | June 30, 2025 (HK$ million) | December 31, 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Non-Current Prepayments | 152.5 | 144.3 | +5.7% | | Current Deposits, Prepayments and Other Assets | 165.1 | 156.0 | +5.8% | | Of which: Trade Receivables from Customers | 0.9 | 0.5 | +80.0% | | Of which: Other Receivables (including proceeds from redeemed financial assets) | 138.0 | 135.8 | +1.6% | - Non-current prepayments are mainly related to afforestation project costs in Urumqi, Xinjiang, China; the Group's legal rights remain valid, and costs are expected to be fully recovered[75](index=75&type=chunk) - Current other receivables include **HK$132.2 million** in proceeds from the redemption of certain financial assets[76](index=76&type=chunk) [10. Accounts Payable and Accruals](index=28&type=section&id=10.%20Accounts%20Payable%20and%20Accruals) As of June 30, 2025, non-current accounts payable and accruals remained stable, while current accounts payable and accruals totaled HK$271.8 million, a decrease from December 31, 2024, mainly due to reduced accounts payable Accounts Payable and Accruals | Metric | June 30, 2025 (HK$ million) | December 31, 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Non-Current Accounts Payable and Accruals | 25.8 | 25.8 | 0% | | Current Accounts Payable and Accruals | 271.8 | 325.3 | -16.5% | | Of which: Accounts Payable | 222.2 | 303.3 | -26.7% | | Of which: Amounts Due to Fellow Subsidiaries | 42.4 | 12.6 | +236.5% | - Of the current amounts due to fellow subsidiaries, **HK$33.7 million** represents accrued interest from other borrowings, secured by equity interests in holding companies related to property development projects, repayable within one year[78](index=78&type=chunk) [11. Interest-Bearing Bank Borrowings](index=28&type=section&id=11.%20Interest-Bearing%20Bank%20Borrowings) As of June 30, 2025, the Group had no interest-bearing bank borrowings, while on December 31, 2024, HK$12.5 million in bank loans were repayable within one year Interest-Bearing Bank Borrowings | Metric | June 30, 2025 (HK$ million) | December 31, 2024 (HK$ million) | | :--- | :--- | :--- | | Bank Loans Repayable Within One Year | – | 12.5 | - Bank borrowings as of December 31, 2024, were secured by **HK$27.2 million** in bank balances and financial assets at fair value through profit or loss, bearing interest at HIBOR plus **1.25%** per annum[77](index=77&type=chunk) [12. Other Borrowings](index=29&type=section&id=12.%20Other%20Borrowings) As of June 30, 2025, total other borrowings increased to HK$1.398 billion, primarily comprising secured notes and loans from fellow subsidiaries and independent third parties; HK$541 million is repayable within one year, and HK$857 million is repayable in years three to five Other Borrowings Composition and Repayment Terms | Metric | June 30, 2025 (HK$ million) | December 31, 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Secured Notes | 468.0 | 468.0 | 0% | | Other Loans | 930.0 | 857.0 | +8.5% | | **Total** | **1,398.0** | **1,325.0** | **+5.5%** | | Repayable Within One Year | 541.0 | 156.0 | +246.8% | | Repayable in the Second Year | – | 312.0 | -100% | | Repayable in the Third to Fifth Years | 857.0 | 857.0 | 0% | - Secured notes include **US$20 million** unsecured notes A (HIBOR plus **0.6%**) issued in September 2022 and **US$40 million** secured notes B (HIBOR plus **3.11%**) issued in April 2023[79](index=79&type=chunk) - Other loans include term loans and revolving loans from fellow subsidiaries (**HK$857 million**) and revolving loans from independent third parties (**HK$73 million**)[81](index=81&type=chunk) [13. Amounts Due to Related Companies](index=30&type=section&id=13.%20Amounts%20Due%20to%20Related%20Companies) As of June 30, 2025, amounts due to related companies were unsecured, interest-free, and not repayable within one year - Amounts due to related companies are unsecured, interest-free, and not repayable within one year[82](index=82&type=chunk) [14. Convertible Notes](index=30&type=section&id=14.%20Convertible%20Notes) The company issued HK$148.2 million principal amount of 2053 convertible notes on December 4, 2023, with a 2% annual coupon rate and an initial conversion price of HK$0.10 per share; as of June 30, 2025, the outstanding principal was HK$136.2 million - The company issued **HK$148.2 million** principal amount of 2053 convertible notes on December 4, 2023, for issuing bonus shares to shareholders[83](index=83&type=chunk)[84](index=84&type=chunk) - The notes bear an annual coupon rate of **2%**, payable annually, with an initial conversion price of **HK$0.10 per share**, convertible until December 4, 2053[84](index=84&type=chunk) - As of June 30, 2025, the outstanding principal amount was **HK$136.2 million**, convertible into **1,362,226,414 ordinary shares**[84](index=84&type=chunk) [15. Related Party Transactions](index=31&type=section&id=15.%20Related%20Party%20Transactions) For the six months ended June 30, 2025, the Group's related party transactions primarily included management fees paid to a wholly-owned subsidiary of Century City International Holdings Limited, and interest expenses on other borrowings and convertible notes paid to subsidiaries of Paliburg Holdings Limited Related Party Transactions | Related Party | Transaction Type | Six Months Ended June 30, 2025 (HK$ million) | Six Months Ended June 30, 2024 (HK$ million) | | :--- | :--- | :--- | :--- | | Wholly-owned subsidiary of Century City International Holdings Limited | Management Fees | 4.8 | 5.0 | | Subsidiaries of Paliburg Holdings Limited | Interest Expense on Other Borrowings | 21.8 | 21.3 | | Subsidiaries of Paliburg Holdings Limited | Interest Expense on Convertible Notes | 1.7 | 1.7 | - Total compensation for the Group's key management personnel was **HK$3.1 million** (short-term employee benefits) and **HK$0.2 million** (contributions to employee retirement schemes), consistent with the prior period[86](index=86&type=chunk) [16. Commitments](index=31&type=section&id=16.%20Commitments) As of June 30, 2025, the Group's contractual commitments for property development projects were HK$91.3 million, a slight increase from December 31, 2024 Capital Commitments | Metric | June 30, 2025 (HK$ million) | December 31, 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Property Development Projects | 91.3 | 89.2 | +2.4% | [17. Pledge of Assets](index=32&type=section&id=17.%20Pledge%20of%20Assets) The Group has pledged equity interests in companies holding certain property project interests to secure other debts and related accrued interest; as of December 31, 2024, some bank deposits and financial assets were also pledged - The Group has pledged equity interests in companies holding certain property project interests to secure other debts and related accrued interest[88](index=88&type=chunk) - As of December 31, 2024, **HK$27.2 million** in bank deposits and financial assets at fair value through profit or loss were pledged to secure general bank loans[88](index=88&type=chunk) [18. Contingent Liabilities](index=32&type=section&id=18.%20Contingent%20Liabilities) As of June 30, 2025, the Group provided mortgage financing guarantees of approximately RMB137.9 million (HK$150.9 million) for certain property buyers, a decrease from December 31, 2024; management believes the net realizable value of the properties is sufficient to cover potential default risks Contingent Liabilities (Mortgage Financing Guarantees) | Metric | June 30, 2025 (RMB million) | June 30, 2025 (HK$ million) | December 31, 2024 (RMB million) | December 31, 2024 (HK$ million) | Change (HK$) | | :--- | :--- | :--- | :--- | :--- | :--- | | Mortgage Financing Guarantees | 137.9 | 150.9 | 161.9 | 171.8 | -12.2% | - The guarantee period extends from the date of mortgage loan grant until the issuance of the property ownership certificate and completion of mortgage registration, typically one to two years after buyer occupation[89](index=89&type=chunk) - Management believes that in the event of payment default, the net realizable value of the properties would cover the repayment of outstanding mortgage principal, accrued interest, and penalties[89](index=89&type=chunk) [19. Fair Value and Fair Value Hierarchy of Financial Instruments](index=32&type=section&id=19.%20Fair%20Value%20and%20Fair%20Value%20Hierarchy%20of%20Financial%20Instruments) As of June 30, 2025, the carrying amounts of the Group's financial assets and liabilities approximated their fair values; fair values of listed equity investments are determined by market quotes, while unlisted equity investments are based on management's estimates of future returns; no changes in Level 3 fair value measurements or transfers between fair value hierarchy levels occurred during the period - As of the end of the reporting period, the carrying amounts of the Group's financial assets and financial liabilities approximated their fair values[90](index=90&type=chunk) - Fair values of listed equity investments are determined by quoted market prices, while unlisted equity investments are determined by management's estimates of future returns[91](index=91&type=chunk) Assets Measured at Fair Value | Metric | June 30, 2025 (HK$ million) | December 31, 2024 (HK$ million) | | :--- | :--- | :--- | | Listed Equity Investments Designated at Fair Value Through Other Comprehensive Income | 4.0 | 4.8 | | Listed Equity Investments at Fair Value Through Profit or Loss | 4.3 | 29.6 | | **Total** | **8.3** | **34.4** | - During the period, there were no changes in Level 3 fair value measurements, nor any transfers into or out of Level 3, or between Level 1 and Level 2, for financial asset fair value measurements[93](index=93&type=chunk)[94](index=94&type=chunk) [20. Events After the Reporting Period](index=34&type=section&id=20.%20Events%20After%20the%20Reporting%20Period) After the reporting period, on July 31, 2025, the company entered into a placing agreement with a placing agent to place up to 100 million new ordinary shares at HK$0.108 per share, which was completed on August 15, 2025 - On July 31, 2025, the company entered into a placing agreement with a placing agent to place up to **100 million new ordinary shares** at **HK$0.108 per share**[96](index=96&type=chunk) - The placing was formally completed on August 15, 2025[96](index=96&type=chunk) [21. Comparative Amounts](index=34&type=section&id=21.%20Comparative%20Amounts) Certain comparative amounts have been reclassified to conform with the current period's presentation, with no impact on total equity or loss for the period - Certain comparative amounts have been reclassified to conform with the current period's presentation[97](index=97&type=chunk) - These reclassifications had no impact on the Group's total equity as of June 30, 2025, and December 31, 2024, or on the loss for the six months ended June 30, 2025, and 2024[97](index=97&type=chunk) [22. Approval of the Unaudited Condensed Consolidated Financial Statements](index=34&type=section&id=22.%20Approval%20of%20the%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The unaudited condensed consolidated financial statements were approved and authorized for issue by the Board of Directors on August 27, 2025 - The unaudited condensed consolidated financial statements were approved and authorized for issue by the Board of Directors on August 27, 2025[98](index=98&type=chunk) [Other Information](index=35&type=section&id=Other%20Information) [Directors' Interests in Shares](index=35&type=section&id=Directors'%20Interests%20in%20Shares) This section details the interests and short positions of the company's directors and chief executive in the company's and its associated corporations' (Century City, Paliburg, Regal, Regal REIT) shares, underlying shares, and debentures as of June 30, 2025; Mr. Lo Yuk Sui holds the largest interest in the company - Mr. Lo Yuk Sui holds **871,504,279 issued ordinary shares** (corporate interest) and **1,591,775,147 unissued ordinary shares** (derivative interest) in the company, totaling approximately **198.71%** of issued shares[99](index=99&type=chunk) - Mr. Lo Chun To holds **680,730 issued ordinary shares** (personal interest) in the company, representing approximately **0.05%**[99](index=99&type=chunk) - Ms. Lo Po Man holds **414,000 issued ordinary shares** (personal interest) in the company, representing approximately **0.03%**[99](index=99&type=chunk) - Mr. Lo Yuk Sui also holds significant interests in Century City, Paliburg, Regal, and Regal REIT[99](index=99&type=chunk)[101](index=101&type=chunk)[105](index=105&type=chunk) [Substantial Shareholders' Interests in Shares](index=38&type=section&id=Substantial%20Shareholders'%20Interests%20in%20Shares) This section discloses the interests or short positions of substantial shareholders (not directors or chief executive) in the company's shares and underlying shares as of June 30, 2025, showing significant holdings by related parties such as YSL Int'l, Grand Modern, Century City, Paliburg, and Regal Substantial Shareholders' Interests in the Company's Ordinary Shares | Name of Substantial Shareholder | Number of Issued Ordinary Shares Held (shares) | Number of Underlying (Unissued) Ordinary Shares Held (shares) | Total (shares) | Approximate Percentage of Issued Ordinary Shares | | :--- | :--- | :--- | :--- | :--- | | YSL Int'l | 871,504,279 | 1,591,775,147 | 2,463,279,426 | 198.71% | | Grand Modern Investments Limited | 871,504,279 | 1,591,775,147 | 2,463,279,426 | 198.71% | | Century City | 871,504,279 | 1,591,775,147 | 2,463,279,426 | 198.71% | | Paliburg | 871,504,279 | 1,591,775,147 | 2,463,279,426 | 198.71% | | Regal | 818,170,947 | 1,485,108,483 | 2,303,279,430 | 185.81% | - The interests of substantial shareholders such as YSL Int'l, Grand Modern, Century City, Paliburg, and Regal are interconnected through layers of control, ultimately linked to Mr. Lo Yuk Sui's interests[109](index=109&type=chunk) [Changes in Directors' Information](index=40&type=section&id=Changes%20in%20Directors'%20Information) This section discloses changes in the positions of independent non-executive directors Mr. Li Ka Fai and Mr. Shih Lai Him since the publication of the 2024 annual report - Independent non-executive director Mr. Li Ka Fai resigned as an independent non-executive director of China Merchants Port Holdings Company Limited, effective July 1, 2025[116](index=116&type=chunk) - Independent non-executive director Mr. Shih Lai Him was appointed Chairman and non-executive director of KWG Living Group Holdings Limited, effective June 6, 2025[116](index=116&type=chunk) [Corporate Governance](index=40&type=section&id=Corporate%20Governance) The company complied with the Corporate Governance Code in Appendix C1 of the Listing Rules during the review period, though the roles of Chairman and Chief Executive Officer were not separated; directors confirmed compliance with the Model Code for Securities Transactions - The company complied with the code provisions of the Corporate Governance Code in Appendix C1 of the Listing Rules for the six months ended June 30, 2025[113](index=113&type=chunk) - The roles of Chairman and Chief Executive Officer are not separated and are not held by two different individuals, to suit the practical needs of the Group's corporate operational structure[113](index=113&type=chunk) - Directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers during the review period[114](index=114&type=chunk) [Corporate Governance Code](index=40&type=section&id=Corporate%20Governance%20Code) The company complied with the Corporate Governance Code, but the roles of Chairman and Chief Executive Officer were not separated - The company complied with the Corporate Governance Code, but the roles of Chairman and Chief Executive Officer were not separated[113](index=113&type=chunk) [Model Code for Securities Transactions by Directors](index=40&type=section&id=Model%20Code%20for%20Securities%20Transactions%20by%20Directors) Directors confirmed continuous compliance with the Model Code for Securities Transactions by Directors of Listed Issuers during the review period - Directors confirmed continuous compliance with the Model Code for Securities Transactions by Directors of Listed Issuers for the six months ended June 30, 2025[114](index=114&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=41&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) For the six months ended June 30, 2025, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities, and the company held no treasury shares - For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[117](index=117&type=chunk) - As of June 30, 2025, the company held no treasury shares[117](index=117&type=chunk) [Review of Results](index=41&type=section&id=Review%20of%20Results) The company's Audit Committee reviewed and discussed the Group's accounting standards, audit, internal controls, and financial reporting matters, including the unaudited condensed consolidated financial statements for the six months ended June 30, 2025, with management and external auditors - The Audit Committee reviewed and discussed the Group's accounting standards, audit, internal controls, and financial reporting matters with management and external auditors[118](index=118&type=chunk) - The review included the unaudited condensed consolidated financial statements for the six months ended June 30, 2025[118](index=118&type=chunk) [Review Report on Interim Financial Information](index=42&type=section&id=Review%20Report%20on%20Interim%20Financial%20Information) Ernst & Young reviewed the company's interim financial information in accordance with Hong Kong Standard on Review Engagements 2410, concluding that nothing came to their attention to suggest the interim financial information was not prepared in all material respects in accordance with HKAS 34 - Ernst & Young reviewed the company's interim financial information for the six months ended June 30, 2025[120](index=120&type=chunk) - The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410 issued by the Hong Kong Institute of Certified Public Accountants[121](index=121&type=chunk) - The conclusion is that nothing came to their attention to suggest the interim financial information was not prepared in all material respects in accordance with Hong Kong Accounting Standard 34[122](index=122&type=chunk)

1 藥明合聯生物技術有限公司 2025中期報告 公司資料 董事會 目錄 | | 頁次 | | --- | --- | | 公司資料 | 2 | | 財務摘要 | 4 | | 公司簡介 | 6 | | 管理層討論及分析 | 7 | | 其他資料 | 37 | | 簡明綜合財務報表的審閱報告 | 54 | | 簡明綜合損益及其他全面收益表 | 56 | | 簡明綜合財務狀況表 | 57 | | 簡明綜合權益變動表 | 59 | | 簡明綜合現金流量表 | 61 | | 簡明綜合財務報表附註 | 62 | | 釋義 | 92 | 審核委員會 Hao Zhou先生 （主席） Ulf Grawunder博士 Kenneth Walton Hitchner III先生 薪酬委員會 執行董事 Ulf Grawunder博士 （主席） Kenneth Walton Hitchner III先生 施明女士 李錦才博士 （首席執行官） 張靖偉先生 （首席運營官） 席曉捷先生 （首席財務官兼公司秘書） 非執行董事 提名委員會 陳智勝博士 （主席） 周偉昌博士 （於2025年6月27日退任） 顧繼傑博士 （於2025年6月27日獲委 ...