B & S International Holdings Ltd. 1705 2 0 2 5 / 2 中 6 期 報 告 2 0 2 5 / 2 6 I N T E R I M R E P O R T 目錄 | 公司資料 | 2 | | --- | --- | | 財務摘要 | 4 | | 管理層討論及分析 | 5 | | 中期簡明綜合全面收益表 | 13 | | 中期簡明綜合財務狀況表 | 14 | | 中期簡明綜合權益變動表 | 16 | | 中期簡明綜合現金流量表 | 17 | | 中期簡明綜合財務資料附註 | 18 | | 其他資料 | 42 | 公司資料 註冊成立地點 陳錦泉先生 鄧國禧先生 (FCPA, FRM) 審核委員會 開曼群島 董事會 執行董事 陳錦泉先生 （行政總裁兼主席） 陳紹璋先生 周永江先生 田巧玲女士 獨立非執行董事 彭觀貴先生 施鴻仁先生 鍾國武先生 公司秘書 鄧國禧先生 (FCPA, FRM) 授權代表 鍾國武先生 （主席） 彭觀貴先生 施鴻仁先生 薪酬委員會 彭觀貴先生 （主席） 施鴻仁先生 鍾國武先生 提名委員會 施鴻仁先生 （主席） 彭觀貴先生 鍾國武先生 註冊辦事處 ...

目錄 2 公司資料 3 營運摘要 4 財務摘要 5 管理層討論及分析 25 簡明綜合財務報表審閱報告 26 簡明綜合損益及其他全面收益表 27 簡明綜合財務狀況表 29 簡明綜合權益變動表 30 簡明綜合現金流量表 31 簡明綜合財務報表附註 39 其他資料 友和集團控股有限公司 2025/26年中期報告 2025/26年中期報告 友和集團控股有限公司 2 公司資料 執行董事 胡發枝先生 （主席兼行政總裁） 徐嘉穎女士 （營運總監） 非執行董事 文立先生 獨立非執行董事 錢中山博士 何潤達先生 梁碩玲博士 審核委員會 何潤達先生 （主席） 梁碩玲博士 文立先生 公司秘書 陳秀玲女士 授權代表 胡發枝先生 陳秀玲女士 總部及香港主要營業地點 提名委員會 胡發枝先生 （主席） 錢中山博士 梁碩玲博士 薪酬委員會 梁碩玲博士 （主席） 徐嘉穎女士 何潤達先生 策略及投資委員會 文立先生 （主席） 胡發枝先生 徐嘉穎女士 股份過戶登記總處 香港 九龍觀塘 鴻圖道52號 百本中心9A 註冊辦事處 Maples Corporate Services Limited PO Box 309 Ugland House Gran ...

中期報告 The Board of Directors ("the Board") of Yuan Heng Gas Holdings Limited (the "Company") is pleased to announce the unaudited consolidated interim results of the Company and its subsidiaries (the "Group") for the six months ended 30 September 2025 (the "Period"), together with the comparative figures, as follows: 元亨燃氣控股有限公司（「本公司」）董事會（「董事會」）欣然公佈本公司 及其附屬公司（「本集團」）截至二零二五年九月三十日止六個月（「本期間」） 之未經審核綜合中期業績，連同比較數字如下： Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income 簡明綜合損益及其他全面收入報表 | ...

Financial Performance - Revenue from customer contracts for the six months ended September 30, 2025, was HK$62,018,000, a decrease of 18.4% compared to HK$76,034,000 in the same period of 2024[9] - Gross profit for the same period increased to HK$13,647,000, up 217.5% from HK$4,293,000 year-on-year[9] - The net loss before tax for the six months was HK$30,827,000, an improvement from a loss of HK$47,040,000 in the previous year, representing a 34.6% reduction[9] - The total comprehensive loss for the period was HK$29,210,000, compared to HK$33,436,000 in the same period last year, indicating a 12.8% improvement[10] - Basic and diluted loss per share from continuing and discontinued operations was HK$8.86, compared to HK$13.58 in the previous year, reflecting a 34.5% improvement[10] - The company reported a net loss of HKD 30,827,000 for the six months ended September 30, 2025, compared to a net loss of HKD 47,040,000 for the same period in 2024, representing a 34.5% improvement in losses year-over-year[15] - The company’s total comprehensive expenses for the six months ended September 30, 2025, amounted to HKD 29,210,000, compared to HKD 33,436,000 for the same period in 2024[13] - The segment performance showed a total loss of HKD 13,737,000 for the six months ended September 30, 2025, compared to a loss of HKD 48,278,000 for the same period in 2024, indicating an improvement of approximately 71.5%[34] - The pre-tax loss from continuing operations for the six months ended September 30, 2025, was HKD 30,827,000, compared to a loss of HKD 47,040,000 in the previous year, reflecting a reduction of about 34.5%[35] - The company reported a loss attributable to shareholders of HKD 26,818,000, a decrease from a loss of HKD 41,130,000 in the previous year, with a basic loss per share of HKD 0.0886 compared to HKD 0.1358 last year[84] Assets and Liabilities - Non-current assets as of September 30, 2025, totaled HK$438,960,000, a slight increase from HK$434,036,000 as of March 31, 2025[12] - Current assets decreased to HK$199,405,000 from HK$220,679,000, indicating a decline of 9.6%[12] - Current liabilities increased to HK$582,474,000 from HK$572,155,000, reflecting a rise of 1.8%[12] - The net asset value decreased to HK$51,761,000 from HK$80,971,000, a decline of 36.0%[12] - As of September 30, 2025, the company had total current liabilities of HKD 383,069,000, which includes HKD 112,770,000 in bank loans and HKD 263,818,000 in lease liabilities due to legal claims[18] - The company’s total equity attributable to owners decreased to HKD 146,329,000 as of September 30, 2025, down from HKD 173,208,000 as of April 1, 2025[13] - The company’s cash flow from operating activities showed a net cash outflow of HKD 30,827,000 for the six months ended September 30, 2025[15] - Total assets as of September 30, 2025, were HKD 638,365,000, a decrease of 2.5% from HKD 654,715,000 on March 31, 2025[96] - Current assets and current liabilities were HKD 199,405,000 and HKD 582,474,000 respectively, resulting in a current ratio of approximately 0.34[98] - The debt-to-equity ratio increased to 63.5% from 44.9%, reflecting a rise in bank borrowings to HKD 120,770,000 from HKD 111,354,000[99] Revenue Breakdown - Total revenue from continuing operations for the six months ended September 30, 2025, was HKD 62,018,000, a decrease of 18.4% compared to HKD 76,034,000 for the same period in 2024[27] - Trade revenue significantly dropped to HKD 11,133,000 from HKD 46,549,000, representing a decline of 76.1% year-over-year[28] - Revenue from port and port-related services was HKD 23,258,000, slightly down from HKD 24,724,000, a decrease of 5.9%[27] - Equity and insurance brokerage income surged to HKD 27,627,000 from HKD 4,761,000, marking an increase of 480.5%[27] - The geographical breakdown of revenue shows HKD 34,391,000 from China (excluding Hong Kong), down from HKD 71,273,000, a decrease of 51.7%[28] - The revenue recognition for the six months ended September 30, 2025, included HKD 38,760,000 recognized at a point in time and HKD 23,258,000 recognized over time[28] Legal and Compliance Issues - The company is involved in significant litigation related to a sale and leaseback arrangement, with a claim for damages totaling approximately HKD 57,623,000[73] - The company is involved in a legal dispute regarding three oil tank sale and leaseback contracts, with claims for damages totaling RMB 58,465,000, RMB 58,850,000, and RMB 58,850,000, respectively, plus late payment penalties[74] - A civil lawsuit has been filed against the company for a loan dispute, with a principal amount claimed of RMB 110,658,000 and late payment penalties amounting to RMB 31,373,000 as of September 30, 2024[75] - The company believes it is unlikely to bear legal responsibility for the loan principal and related penalties due to the nature of the agreements[76] - The company is appealing a court ruling related to the oil tank lease dispute, which requires payment of remaining lease amounts totaling RMB 52,800,000 for each of the three leases[74] - The company has submitted a mediation proposal as requested by the court in the oil tank lease dispute[74] - The company’s board believes it is unlikely to incur legal liabilities related to the construction costs and arbitration fees claimed by the construction company[78] Corporate Governance - The company has complied with the corporate governance code, except for the separation of roles between the Chairman and the CEO[129][132] - Mr. Cheng has held both the Chairman and CEO positions since September 30, 2017, which the board believes enhances efficiency in business planning and implementation[132] - The company continues to comply with the applicable corporate governance code provisions[136] - The audit committee has reviewed the company's unaudited interim results for the six months ended September 30, 2025[141] - The company has adopted the standard code for securities transactions by directors and confirmed compliance during the reporting period[139] Future Plans and Strategies - The company plans to enhance its existing business segments by expanding product ranges and seeking new business opportunities amid a volatile global economic environment[109] - The oil and petrochemical division is facing profit volatility due to external factors such as overcapacity and geopolitical tensions, with management closely monitoring global economic conditions[110] - The company aims to maximize the utilization of oil storage tanks by seeking funding opportunities for new berth construction[109] - The investment banking business in Mauritius has seen increased revenue contributions, with plans for further expansion in this area[110] - The group plans to sell underperforming assets and businesses as necessary, following the recent sale of its insurance brokerage subsidiary, Baode Insurance Brokerage Co., Ltd.[111] - A strategic partnership with the National Pipeline Group is expected to officially launch later this year or early next year, with the group's terminal becoming the only seaport entry point for the National Pipeline in Guangxi Province[111] - The partnership is anticipated to significantly increase the business volume of the group's terminal and storage facilities by greatly reducing transportation costs for customers and partners[111] Shareholder Information - The company does not recommend the payment of an interim dividend for the current period[127] - The company has outstanding debts totaling approximately RMB 100 million to Lianwei (Shanghai) Financial Leasing Co., Ltd., RMB 33 million to China Communications Construction Company, and RMB 100 million to Guilin Bank[125] - The company has an existing share option plan effective for ten years, allowing for the issuance of up to 20,182,828 shares, representing 6.67% of the company's issued share capital[118] - The share option plan aims to incentivize qualified individuals contributing to the group's growth and development[119] - The maximum number of shares that may be issued upon the exercise of all unexercised options under the share option plan shall not exceed 30% of the company's issued share capital[119] Management and Compensation - Management compensation for the six months ended September 30, 2025, totaled HKD 5,392,000, a slight increase from HKD 5,292,000 in the previous year[65] - The company has maintained its accounting policies without any objections from the audit committee[141]

Financial Performance - Revenue for the six months ended September 30, 2025, was HKD 285,179,000, representing a 13.4% increase from HKD 251,421,000 in 2024[4] - Gross profit increased to HKD 65,436,000, up 12.5% from HKD 58,241,000 in the previous year[4] - Net profit for the period was HKD 23,562,000, a 10.4% increase compared to HKD 21,335,000 in 2024[4] - Basic and diluted earnings per share rose to HKD 2.57 cents, up from HKD 2.33 cents in the prior year[4] - Total comprehensive income for the period was HKD 45,967,000, significantly higher than HKD 24,303,000 in 2024[6] - The company reported a significant increase in foreign exchange gains, amounting to HKD 21,860,000 compared to HKD 5,158,000 in the previous year[6] - The segment performance for residential and watch manufacturing was HKD 2,351,000, while commercial property investment generated HKD 31,371,000 in profit[14] - The company reported a total financial expense of HKD 71,952,000, down from HKD 105,931,000, indicating a reduction of 32.1%[20] - The total income from investment properties was HKD 58,883,000, an increase from HKD 54,321,000, marking a growth of 10.5%[21] - The profit attributable to shareholders for the same period was approximately HKD 23,562,000, up from HKD 21,335,000 in 2024, indicating a growth of about 10.5%[43] Cash Flow and Assets - Cash generated from operating activities was HKD 95,193,000, a recovery from a cash outflow of HKD 180,280,000 in the previous year[11] - Total assets as of September 30, 2025, were HKD 5,550,676,000, slightly down from HKD 5,616,182,000 as of March 31, 2025[7] - Current liabilities decreased to HKD 4,502,427,000 from HKD 5,064,832,000, improving the net current asset position[8] - As of September 30, 2025, the total borrowings of the group were approximately HKD 5,425,000,000, with a capital debt ratio of 0.89, up from 0.69 as of March 31, 2025[46] - The group has a cash and bank balance of approximately HKD 415,000,000 as of September 30, 2025, down from HKD 534,000,000 as of March 31, 2025[46] Investments and Properties - Investment properties' fair value increased by HKD 89,222,000, compared to an increase of HKD 103,196,000 in 2024[4] - As of September 30, 2025, the fair value of the group's investment properties was approximately HKD 3,398,357,000, reflecting an increase from HKD 3,284,050,000 as of March 31, 2025[28][29] - The fair value of investment properties in Hong Kong and the UK was determined using the direct comparison method, while the fair value of properties in China was assessed using the residual method[30] - The group holds 100% interest in several commercial properties, including The Putman and 99 Bonham, all under long-term leases[60] - The group has ongoing development projects, including 10,360 square meters of office space at 88 Queen Street East, expected to be completed in 2025[61] Dividends and Shareholder Returns - The company did not declare any interim dividend for the six months ended September 30, 2025, compared to HKD 10,990,000 in the previous year[25] - The group does not plan to declare any interim dividends for the six months ended September 30, 2025, consistent with the previous year[42] Governance and Compliance - The company has adopted the corporate governance code as per the Hong Kong Stock Exchange rules, with non-executive directors not having a specified term but subject to re-election at the annual general meeting[57] - The Audit and Risk Management Committee, consisting of independent non-executive directors, has reviewed the accounting principles and practices adopted by the group for the six months ending September 30, 2025[58] - The Audit and Risk Management Committee has discussed internal controls and risk management matters, ensuring financial reporting integrity[58] - The company has implemented a standard code for securities trading by directors, confirming compliance during the review period[59] Employee and Management Costs - Employee costs for the period were approximately HKD 40,000,000, down from HKD 46,000,000 for the same period last year[50] - The group reported a management compensation of approximately HKD 11,769,000 for the period, compared to HKD 12,900,000 for the six months ending September 30, 2024[35] Market Conditions and Risks - The group is closely monitoring the negative impacts of tariff disputes between the US, EU, Japan, and other countries on international trade, which may affect its watch manufacturing and trading segment[45]

Financial Performance - The revenue for the "动创平台" reached approximately HKD 54,900,000 with a pre-tax profit of HKD 49,800,000 during the reporting period[5] - For the fiscal year ending December 31, 2023, the company reported zero revenue and a net loss of approximately RMB 8,900[14] - By December 31, 2024, the company expects to generate revenue of approximately RMB 42,500 and a net loss of about RMB 202,000[14] - The e-commerce segment became the largest revenue source for the group, contributing HKD 60,900,000 in revenue and HKD 55,600,000 in segment profit, accounting for approximately 69.1% and 97.9% of total revenue and segment profit, respectively[14] - The AI business segment contributed approximately HKD 6,000,000 in revenue and HKD 5,800,000 in pre-tax profit during the reporting period[18] User Engagement and Growth - As of June 30, 2025, "动创平台" has over 200,000 users, with all transactions processed automatically through a digital API provided by supply chain companies[9] - As of June 30, 2025, the company had over 200,000 registered users, with approximately 28,000 daily active users and a conversion rate of about 14%[15] - The company achieved a conversion efficiency of 20% to 30% in its private traffic model, significantly higher than the 1% to 5% typical in public e-commerce[16] - The platform has implemented a "share to earn" referral points reward system to encourage user participation and attract new members[10] Product and Service Offerings - The platform's VIP membership requires cumulative spending of RMB 399 to achieve VIP status, RMB 7,999 for SVIP, and RMB 40,000 for SSVIP, with discounts ranging from 5% to 15%[10] - "动创平台" operates a self-operated product line, which includes souvenirs and collectibles, offering higher gross margins and exclusivity[13] - The company maintains approximately 3,000 SKUs, strategically selected based on feedback and member consumption characteristics to match high-profit and high-demand products[11] Technology and Development - The platform's design philosophy focuses on efficient supply chain management driven by centralized product procurement and API integration[9] - The company invested approximately HKD 4,000,000 in development costs for its e-commerce business, focusing on platform optimization and mobile app development[14] - The company allocated about HKD 9,800,000 in total development costs for AI voice technology services, focusing on model training and data processing[18] - The company is building a large-scale, high-quality native language voice database, which is considered a key competitive advantage in the AI voice technology market[19] - The collaboration between the e-commerce platform and the AI subsidiary allows for structured voice data collection, which is essential for creating high-end customized voice training datasets[20] - The software platform for voice data collection and processing is being developed by Hangzhou Tian Kuai Sheng, a qualified software development company in China[25] - The development cost of the software platform is based on the number of engineer days multiplied by the agreed daily service fee, with a total estimated duration of approximately 150 days[27] Data Protection and Compliance - Strict data protection measures are in place, ensuring user data is anonymized and can be deleted upon request within 24 hours[22][23] - The company operates on a light asset model, relying on voluntarily contributed voice data from users under clear consent[27] - Any delays or rework caused by Hangzhou Tian Kuai Sheng will incur penalties at double the daily service fee to ensure timely and quality completion of the software[28] Corporate Governance - The board of directors consists of four executive directors and three independent non-executive directors[29] - The company confirms that the information provided is accurate and complete in all material aspects[29] - The announcement will be available on the Hong Kong Stock Exchange website for at least seven days from the publication date[29]

Green Technology and Sustainability - The company has developed over 100 high-quality green technology products, focusing on five major urban clusters in China and targeting North America for international expansion[12] - The MOMΛ product line achieves energy consumption that is one-third of the typical residential energy needed for the same comfort level in China, maintaining indoor temperatures between 20°C and 26°C[11] - The company emphasizes a focus on green technology and sustainable development, having received multiple awards for its MOMΛ green building projects, including the LEED-ND certification[15] - The company has been recognized as the second model of green real estate operation in China and has received multiple awards for its innovative building standards, including the ACTIVE HOUSE technology innovation award[13] - The real estate market is characterized by a "weak recovery and strong differentiation," with a focus on quality and sustainability as key development factors[19] - The company aims to enhance its green technology capabilities and integrate digitalization into its business model to foster innovation and resilience[23] Financial Performance - The company's property sales revenue for the six months ended June 30, 2025, was approximately RMB 389.9 million, a decrease of about 59.4% compared to the same period in 2024[30] - Property investment revenue for the same period was approximately RMB 10.3 million, down approximately 28.8% from about RMB 14.4 million in 2024[30] - Revenue from real estate agency services was approximately RMB 0.2 million, a decline of about 75.4% compared to RMB 0.7 million in 2024[31] - Hotel revenue for the six months ended June 30, 2025, was approximately RMB 13.8 million, a decrease of about 43.9% from RMB 24.5 million in 2024[31] - Other services generated revenue of approximately RMB 3.4 million, down about 18.5% from RMB 4.2 million in 2024[31] - The group's contract sales for the six months ended June 30, 2025, amounted to approximately RMB 1,040.8 million, a decrease of about 45.2% compared to the same period in 2024[32] - The group's revenue for the six months ended June 30, 2025, was approximately RMB 417.6 million, a decline of about 58.4% from RMB 1,004.3 million in the same period of 2024[38] - The gross profit was approximately RMB 50.2 million, with a gross margin of 12.0%, an increase of about 25 percentage points from a gross loss margin of 13.0% in 2024[40] - The pre-tax loss for the six months ended June 30, 2025, was approximately RMB 1,158.3 million, significantly reduced from RMB 3,869.6 million in the same period of 2024[45] - The company reported a net loss of RMB 3,793,565,000 for the period, with total comprehensive loss amounting to RMB 4,051,717,000[87] - The company reported a loss before tax of RMB 1,158,254 thousand, reduced from a loss of RMB 3,869,601 thousand in the previous year, reflecting a 70% improvement[75] - Total comprehensive loss for the period was RMB 1,159,030 thousand, compared to RMB 4,051,717 thousand in 2024, marking a 71.4% reduction[77] Market Outlook - The overall market is expected to remain in a "slow recovery and differentiation evolution" phase, with a focus on real housing needs and product quality[24] - The company anticipates a "slow recovery and differentiated evolution" in the real estate market for the second half of 2025, focusing on genuine housing demand and product quality[54] Corporate Governance and Shareholder Information - Major shareholder Polar Holdings Limited holds 1,827,293,270 shares, representing 65.38% of the company's equity as of June 30, 2025[56] - China Cinda (Hong Kong) Asset Management Co., Ltd. holds 267,877,500 shares, accounting for 9.58% of the company's equity[57] - The company’s executive director Zhang Lei holds 1,827,293,270 shares through Polar Holdings Limited, representing 65.38% of the company's equity[56] - The company’s executive director Zhang Peng holds 5,982,240 shares through a controlled corporation, representing 0.21% of the company's equity[56] - The company has not made any significant acquisitions or disposals of subsidiaries, associates, or joint ventures during the six months ending June 30, 2025[65] - The company did not recommend the payment of an interim dividend for the six months ending June 30, 2025, consistent with the previous year[68] - The company has complied with the corporate governance code during the reporting period, except for certain deviations regarding the rotation of directors and the separation of roles between the chairman and CEO[70] Debt and Financing - The total borrowings as of June 30, 2025, were approximately RMB 24,313.3 million, an increase of about 2.7% from RMB 23,684.2 million at the end of 2024[47] - The group's financing costs increased by approximately 1.4% to RMB 1,142.1 million for the six months ended June 30, 2025, compared to RMB 1,126.6 million in the same period of 2024[44] - The group is actively negotiating with priority noteholders for restructuring and/or extending the maturity of priority notes[103] - The maturity date of company bonds valued at RMB 898,030,000 has been extended to January 31, 2026, with potential further extension to July 30, 2026, pending bondholder approval[103] - The group is facing significant uncertainty regarding its ability to continue as a going concern, dependent on successful implementation of various financial strategies[105] - The company has defaulted on bank loans amounting to RMB 6,024,164,000, which could lead to asset seizure if lenders demand immediate repayment[99] Employee and Management Information - The group had a total of 377 employees as of June 30, 2025, a decrease from 448 employees as of December 31, 2024[53] - Key management personnel compensation totaled RMB 1,158,000 for the first half of 2025, down from RMB 1,620,000 in the prior year, reflecting a reduction of approximately 28.5%[148] Cash Flow and Liquidity - Cash and cash equivalents, including restricted cash, decreased by approximately 5.9% to RMB 317.7 million from RMB 337.6 million at the end of 2024[46] - The company's current liabilities exceeded current assets by RMB 28,091,940,000 as of June 30, 2025, indicating liquidity challenges[99] - The company’s financing activities resulted in a net cash outflow of RMB 8,961,000 for the six months ended June 30, 2025, compared to a net inflow of RMB 61,781,000 in the same period of 2024[92] - The company’s cash flow from investing activities showed a net cash outflow of RMB 332,000, a decline from a net inflow of RMB 130,639,000 in the same period of 2024[92] - The company’s cash and cash equivalents decreased by RMB 2,839,000 due to the sale of subsidiaries, impacting liquidity[132] Legal and Compliance Issues - The group recognized a provision for claims and litigation costs amounting to RMB 764,252,000 as of June 30, 2025, down from RMB 795,384,000 as of December 31, 2024[137] - The company has not published its interim results or interim report for the period ending June 30, 2025, which constitutes a breach of listing rules[71]

Green Technology and Sustainability - The company has developed over 100 high-quality green technology products, focusing on five major urban clusters in China and targeting North America for international expansion[11]. - The MOMΛ product line achieves energy consumption that is one-third of the typical residential energy needed for the same comfort level in China, promoting significant energy savings for residents[10]. - The company has established four standardized product lines to cater to different customer segments, enhancing its product replicability and market reach[11]. - The "恐龍3號" product has won the ACTIVE HOUSE Technology Innovation Award, showcasing the company's commitment to integrating prefabricated, net-zero energy, and healthy building systems[12]. - The company has received multiple certifications, including WELL Platinum and Gold certifications for its MOMΛ projects, highlighting its focus on health and sustainability in building design[12]. - The company aims to create a positive ecological environment while generating economic benefits for shareholders through its green technology initiatives[9]. - The company has been recognized as the second-best model for green real estate operations in China, reflecting its leadership in the industry[12]. - The company maintains a strong focus on research and development, continuously upgrading its green technology products to enhance their market competitiveness[10]. - The company emphasizes a development philosophy centered on creating a harmonious and healthy living environment for its customers[9]. - The future strategy emphasizes green technology as a core driver, aiming to extend value chains into consulting, design, and operations within the green building sector[22]. Financial Performance and Market Conditions - For the fiscal year ending December 31, 2024, the company's property sales revenue was approximately RMB 2,997.7 million, a decrease of about 46.7% compared to the previous year[30]. - The average delivery sales price for properties was RMB 10,029 per square meter, while the average price for parking spaces was RMB 58,737 per unit[30]. - The company's total contract sales amounted to approximately RMB 3,180 million, down 42.8% year-over-year, with a total sales area of 310,069 square meters, a decrease of about 40.0%[33]. - The company's revenue for the fiscal year ending December 31, 2024, was approximately RMB 3,133.3 million, a decline of about 45.1% from RMB 5,703.7 million in the previous year[39]. - The company's gross loss for the fiscal year was approximately RMB 455.6 million, with a gross loss margin of about 14.5%[41]. - The real estate market in China showed signs of stabilization in 2024, with a narrowing decline in sales and a notable increase in existing home sales, particularly in core cities[18]. - The company achieved significant sales performance in 2024, focusing on matching sales results with current market conditions and existing resources[17]. - For 2025, the company anticipates a "stabilization" phase in the real estate market, with a focus on core cities and improved consumer confidence[20]. Operational Strategy and Future Plans - The company aims to ensure quality, completion, and delivery of projects as part of its operational stability strategy for 2024[19]. - The company plans to prioritize "stable delivery" of projects in 2025, ensuring timely and quality completion regardless of market conditions[21]. - The company plans to strengthen its core competitiveness by focusing on "green low-carbon, technology empowerment, and industrial ecosystem" development strategies for 2025[28]. - The company anticipates that the Chinese real estate market will stabilize in 2025, although recovery momentum will remain uneven[28]. Corporate Governance and Board Structure - The board consists of eight members, including three executive directors, two non-executive directors, and three independent non-executive directors, ensuring a balanced skill set[71]. - The company has appointed three independent non-executive directors, with one possessing relevant accounting and financial management qualifications[73]. - Two of the three independent non-executive directors have served the company for over nine years, ensuring continuity and experience[74]. - The company has committed to high standards of corporate governance and has complied with the relevant listing rules during the fiscal year ending December 31, 2024[68]. - The company has established a code of conduct for directors' securities trading, confirming compliance by all directors during the review year[70]. - The company has clarified the division of responsibilities between the chairman and the CEO, with the current chairman also serving as CEO since November 9, 2022[68]. - The board held five meetings during the review year to discuss financial performance and compliance monitoring[80]. - All directors attended 100% of board meetings, with independent non-executive directors also participating in committee meetings[81]. - The company has purchased adequate liability insurance to indemnify directors and senior officers against legal actions[78]. - The chairman and CEO roles are held by the same individual, Zhang Peng, which the company believes provides effective leadership[88]. Financial Health and Debt Management - The group reported a net loss of RMB 7,559,816,000 for the year ending December 31, 2024[142]. - As of December 31, 2024, the group had current liabilities of RMB 26,856,906,000 and a capital deficit of RMB 22,649,773,000[142]. - The group's cash and bank balances were only RMB 87,166,000 as of December 31, 2024[142]. - The group has violated several covenants related to bank and other borrowings totaling RMB 161,462,000, with defaulted loans amounting to RMB 4,845,997,000[142]. - The group is actively restructuring debts, with all priority notes restructured into five batches maturing between December 30, 2023, and December 30, 2027[146]. - The group is seeking new financing sources from existing shareholders and external investors, and considering the sale of project company equity[146]. - The company is actively negotiating with priority noteholders to either repay principal and accrued interest or extend the maturity dates of the notes[148]. - The company is pursuing additional financing avenues, including new investors and existing shareholders, to alleviate liquidity pressures[153]. - The company continues to face significant liquidity pressures and overdue debts, leading to an ongoing uncertainty regarding its ability to continue as a going concern[151]. Employee and Shareholder Relations - The total number of employees decreased from 661 as of December 31, 2023, to 448 as of December 31, 2024[62]. - The company emphasizes transparency and communication with shareholders through timely announcements and reports[129]. - The company has a zero-tolerance policy towards corruption and bribery, reinforcing its commitment to ethical business practices[131]. - The company has adopted a whistleblowing policy allowing employees and business associates to report potential misconduct confidentially[130]. Share Options and Capital Structure - The company has adopted a share option plan allowing the grant of options to purchase up to 250,354,200 shares, representing approximately 8.96% of the total issued shares as of the report date[191]. - As of December 31, 2024, a total of 18,075,000 share options remain unexercised, with 8,700,000 options forfeited during the year[197]. - The company’s share option plan is effective for ten years, expiring on June 13, 2023, with no options granted, exercised, or canceled during the year ending December 31, 2024[195]. - The company must obtain shareholder approval for any grants exceeding the 1% limit of issued shares to participants[193]. - The company’s share option plan includes provisions for independent non-executive director approval when options are granted to directors or major executives[195].

Green Technology and Sustainability - The company has developed over 100 high-quality green technology products, focusing on five major urban clusters in China and targeting the North American region for international expansion [10]. - The MOMΛ product line achieves energy consumption that is only one-third of what is typically required for similar comfort levels in Chinese residential buildings, significantly reducing energy costs for residents [9]. - The company has been recognized as the second model of green real estate operation in China, reflecting its strong brand influence and commitment to sustainable development [11]. - The company’s "Dinosaur No. 3" project won the ACTIVE HOUSE Technology Innovation Award, showcasing its commitment to zero-energy and healthy building systems [11]. - The company has been a pioneer in green health buildings for over 20 years, establishing a differentiated core competitiveness in green technology real estate [12]. - The company has recognized for its green building initiatives, including receiving the LEED-ND certification, the first residential product in the country to achieve this [13]. - The future direction of the company will focus on green technology as a core driver, extending its value chain into consulting, design, and operations [21]. Financial Performance - Property sales revenue for the six months ended June 30, 2024, was approximately RMB 960.4 million, a decrease of about 70.8% compared to the same period in 2023 [27]. - Contract sales for the same period reached approximately RMB 1,899.2 million, down approximately 42.9% year-on-year, with total sold area decreasing by about 37.6% [29]. - Total revenue for the six months ended June 30, 2024, was approximately RMB 1,004.3 million, a decline of about 69.9% from RMB 3,334.3 million in the same period of 2023 [36]. - The group recorded a gross loss of approximately RMB 130.3 million for the six months ended June 30, 2024, with a gross loss margin of 13.0% [38]. - Other income and losses resulted in a net loss of approximately RMB 2,459.6 million, compared to a net loss of RMB 629.4 million in the same period of 2023 [39]. - The company reported a net loss of RMB 4,051,717,000 for the six months ended June 30, 2024, compared to a net loss of RMB 1,128,008,000 for the same period in 2023, representing an increase in loss of 259.5% [75]. - The company’s total comprehensive loss for the period was RMB 4,051,717,000, compared to RMB 1,139,955,000 in the previous year [73]. Market Conditions - The Chinese real estate market showed signs of stabilization in 2024, with a narrowing sales decline and significant growth in existing home sales, particularly in core cities [17]. - For 2025, the company anticipates a "stabilization" phase in the real estate market, with core cities expected to lead the recovery in sales [19]. - The company anticipates that the Chinese real estate market will stabilize in 2025 after a deep adjustment, with core cities and improvement-driven demand expected to recover first [52]. - The land market adjustment is nearing its end, but new construction and development investments may continue to decline moderately, although the rate of decline is expected to slow [52]. Operational Strategy - The company aims to ensure quality, completion, and delivery of projects as part of its operational stability strategy [18]. - The company will prioritize "stable delivery" as its primary goal, ensuring timely and quality completion of all projects [20]. - The company is actively seeking quality opportunities to accelerate diversified development and transformation [18]. - The company aims to solidify its core competitiveness by adhering to a development strategy focused on green low-carbon initiatives, technology empowerment, and industrial ecology [52]. Financial Position and Liabilities - As of June 30, 2024, the total borrowings of the group amounted to approximately RMB 23,486.5 million, an increase of about 2.3% from RMB 22,951.6 million as of December 31, 2023 [45]. - The group has violated certain covenants related to bank and other borrowings amounting to RMB 161.5 million, which must be repaid as required [45]. - The group reported a loss of RMB 4,051,717 thousand for the six months ended June 30, 2024, with current liabilities exceeding current assets by RMB 12,266,835 thousand [95]. - As of June 30, 2024, the group had defaulted on bank and other borrowings amounting to RMB 5,279,136 thousand [95]. - The company faces cash flow interest rate risk with floating rates between 2.8% and 10.0% for loans as of June 30, 2024 [119]. Shareholder Information - As of June 30, 2024, the major shareholder, Polar Holdings Limited, holds 1,827,293,270 shares, representing 65.38% of the company's equity [55]. - The spouse of Mr. Zhang Lei, Ms. Yu Jinmei, is deemed to have an interest in a total of 1,843,521,160 shares, which is approximately 65.96% of the company's equity [56]. - China Cinda (Hong Kong) Asset Management Co., Ltd. holds 267,877,500 shares, accounting for 9.58% of the company's equity [56]. - The company has a stock option plan that allows for the granting of options to purchase up to 250,354,200 shares [59]. - The total shares held by the controlling entities of Mr. Zhang Lei and Mr. Zhang Peng are significant, indicating strong insider ownership [55]. Employee and Management Information - The total number of employees decreased from 661 as of December 31, 2023, to 512 as of June 30, 2024 [51]. - Key management personnel compensation for the six months ended June 30, 2024, was RMB 1,620,000, a decrease from RMB 4,011,000 in 2023 [141]. Legal and Compliance Issues - The company has recognized a provision of RMB 752.4 million for claims and litigation costs as of June 30, 2024, compared to RMB 765.0 million as of December 31, 2023 [50]. - The company has not recognized provisions for guarantees related to mortgage financing, as the default risk is considered low [128]. - The company has not disclosed any other individuals with reportable interests in its shares as of June 30, 2024 [57].

Green Technology and Sustainability - The company has developed over 100 high-quality green technology products, focusing on five major urban clusters in China and targeting North America for international expansion[12]. - The MOMΛ product line achieves energy consumption that is one-third of what is typically required for similar comfort levels in Chinese residential buildings, significantly reducing energy costs for residents[11]. - The company emphasizes green technology as its core competitive advantage, continuously investing in R&D for advanced building systems[11]. - The company is committed to sustainable development, integrating green technology into its entire lifecycle of property development[11]. - The company continues to lead in green technology construction and energy-saving operations, ensuring the competitiveness of its green core technologies[20]. - The company has received multiple awards for its green building projects, including the LEED-ND certification, the first residential product in the country to achieve this honor[15]. - In 2024, the company plans to focus on green energy-efficient buildings, smart building digital operations, and sustainable development models as key industry trends[21]. - The company aims to expand its green real estate initiatives beyond development, including construction, consulting, and other upstream and downstream services[23]. Financial Performance - For the year ending December 31, 2023, the company's property sales revenue was approximately RMB 5,621.8 million, an increase of about 3.3% compared to the previous year[30]. - The company's total revenue for the year ending December 31, 2023, was approximately RMB 5,703.7 million, reflecting an increase of about 1.8% from RMB 5,603.9 million in the previous year[38]. - The company's contract sales amounted to approximately RMB 5,557 million, representing a 12.5% increase compared to the previous year, despite a decrease in total sold area by approximately 13.8%[32]. - The company reported a gross loss of approximately RMB 4,444.1 million, with a gross loss margin of about 77.9% for the year ending December 31, 2023[40]. - Financing costs increased significantly by approximately 659.4% to RMB 2,853.0 million, primarily due to increased interest from preferred notes and corporate bonds[45]. - The group reported a net loss of RMB 15,887,887,000 for the year ending December 31, 2023[142]. - The loss attributable to the owners of the company rose from approximately RMB 4,453.7 million in 2022 to approximately RMB 14,312.8 million in 2023, an increase of about RMB 9,859.1 million[49]. - The group has reached agreements with bondholders to extend the maturity date of corporate bonds to January 31, 2026, with potential further extension to July 30, 2026, pending bondholder approval[151]. Market Position and Strategy - The company has been recognized as one of China's top 100 real estate enterprises for seven consecutive years, reflecting its strong market position[10]. - The company is actively pursuing market expansion strategies both domestically and internationally, particularly in North America[12]. - The company aims to explore green energy-efficient buildings and smart building digital operations as key areas for future growth over the next five years[28]. - The company plans to focus on green technology, project delivery, and innovative transformation as part of its strategic development goals for 2024[29]. Governance and Compliance - The company has a robust governance structure with various committees overseeing different aspects of its operations, ensuring compliance and strategic direction[5]. - The company has complied with the corporate governance code, except for a deviation regarding the separation of roles between the Chairman and CEO, which has been clearly defined in writing[72]. - The board consists of eight members, including three executive directors, two non-executive directors, and three independent non-executive directors, ensuring a balance of skills and experience[74]. - The company has adopted a standard code for securities trading by directors, confirming compliance by all directors during the review year[73]. - The board is responsible for maintaining an appropriate and effective risk management and internal control system to protect the interests of the group and its shareholders[96]. Human Resources and Diversity - As of December 31, 2023, the gender ratio among employees, including senior management, was 74% male and 26% female, achieving gender diversity[118]. - The top five highest-paid individuals in the year ending December 31, 2023, received a total compensation of RMB 2,632,000, down from RMB 3,139,000 in 2022, reflecting a decrease of approximately 16.2%[126]. - The remuneration committee, consisting of two independent non-executive directors and one executive director, met once in the year ending December 31, 2023, to execute its responsibilities[121]. Risk Management and Legal Matters - The group has made provisions for ongoing litigation and arbitration cases, indicating a proactive approach to managing legal risks[146]. - The group is facing significant uncertainty regarding its ability to continue as a going concern due to severe cash flow pressures and a challenging operating environment in the Chinese real estate sector[146]. - The company has confirmed that it has sufficient working capital to meet its operational needs and fulfill its debts due within at least 18 months from December 31, 2023[99]. Leadership and Management - Zhang Peng was appointed as the Chairman of the Board on November 9, 2022, and has extensive experience in real estate project management and green technology development[158]. - The company has a strong leadership team with over 20 years of experience in the real estate industry, including strategic planning and overall management[159]. - The management team includes professionals with diverse backgrounds in finance, risk management, and investment, contributing to the company's strategic initiatives[162][164]. Shareholder and Equity Information - As of December 31, 2023, the company has a total of 2,794,994,650 shares issued, with a stock option plan allowing for the grant of options to purchase up to 250,354,200 shares, representing approximately 8.96% of the total issued shares[194]. - Mr. Zhang Lei holds 1,827,293,270 shares, accounting for 65.38% of the company's equity, while Mr. Zhang Peng and Mr. Chen Yin hold 0.21% and 0.25% respectively[192]. - The company has not recommended a final dividend for the year ending December 31, 2023, mirroring the previous year's decision[178].