时代中国控股(01233) - 2024 - 中期财报

Corporate Information This section details the company's governance structure, including its board of directors, committees, and registration information Board of Directors The company's Board of Directors, comprising six executive directors including Mr. Cen Zhaoxiong (Chairman and CEO) and three independent non-executive directors, is responsible for corporate governance and strategic decision-making - The Board of Directors consists of 6 executive directors and 3 independent non-executive directors[3] Committees and Representatives The company has an Audit Committee, Remuneration Committee, and Nomination Committee, along with a Company Secretary and authorized representatives, to ensure robust corporate governance - The Audit Committee is chaired by Mr. Wong Wai Man, the Remuneration Committee by Ms. Sun Hui, and the Nomination Committee by Mr. Cen Zhaoxiong[3][4] Offices and Registration Information The company is registered in the Cayman Islands, with its principal place of business in Guangzhou, Guangdong Province, China, and a primary place of business in Hong Kong, stock code 1233, and engages multiple legal advisors and independent auditor Ernst & Young - The company's registered office is in the Cayman Islands, with its principal place of business in Guangzhou, Guangdong Province, China[5] - The Hong Kong share registrar is Computershare Hong Kong Investor Services Limited, and the independent auditor is Ernst & Young[6][7] - The company's stock code is 1233, and its principal bankers include Industrial and Commercial Bank of China and Agricultural Bank of China[7] Financial Highlights For the six months ended June 30, 2024, the company's revenue decreased by 38.7% year-on-year to RMB 6.091 billion, with loss for the period expanding to RMB 2.831 billion and core net loss at RMB 2.828 billion, while total assets and equity declined, and the gearing ratio significantly increased to 617.4% Key Financial Data for H1 2024 | Metric | H1 2024 (RMB million) | H1 2023 (RMB million) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Revenue Recognized | 6,091.0 | 9,932.2 | -38.7% | | Gross Profit | 537.3 | 759.9 | -29.3% | | Loss for the Period | (2,831.4) | (1,409.7) | +100.9% | | Loss Attributable to Owners of the Company | (3,017.9) | (1,689.5) | +78.6% | | Core Net Loss | (2,827.9) | (1,410.3) | +100.5% | | Basic Loss Per Share (RMB cents) | (144) | (80) | +80.0% | Key Balance Sheet Data as of June 30, 2024 | Metric | June 30, 2024 (RMB million) | December 31, 2023 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Total Assets | 115,066.6 | 121,107.2 | -5.0% | | Total Liabilities | 107,354.9 | 110,449.5 | -2.8% | | Cash and Bank Balances | 3,370.1 | 3,972.1 | -15.2% | | Total Interest-bearing Bank and Other Borrowings | 45,944.8 | 46,143.7 | -0.4% | | Total Equity | 7,711.7 | 10,657.7 | -27.6% | | Equity Attributable to Owners of the Company | (2,499.2) | 633.4 | -494.7% | | Current Ratio | 1.0 | 1.1 | -9.1% | | Gearing Ratio | 617.4% | 443.4% | +39.2% | Business Review This section provides an overview of the company's operational performance, including property development, urban renewal, property leasing, market conditions, and future outlook Overview For the six months ended June 30, 2024, Times China Holdings Limited recorded revenue of RMB 6.091 billion, a 38.7% year-on-year decrease, with significant increases in both loss for the period and loss attributable to owners of the company, primarily due to asset impairment - Revenue for H1 2024 was RMB 6.091 billion, a 38.7% year-on-year decrease[13][15] - Loss for the period was RMB 2.831 billion, a year-on-year increase of RMB 1.422 billion[13][15] - Loss attributable to owners of the company was RMB 3.018 billion, a year-on-year increase of RMB 1.328 billion[13][15] - Basic and diluted loss per share was RMB 144 cents, compared to RMB 80 cents in the same period last year[13][15] Property Development The Group's property development business primarily focuses on the Pearl River Delta region, with 136 projects as of June 30, 2024, achieving contracted sales of approximately RMB 4.291 billion and a total GFA of 337,000 square meters in H1, with a total land bank of approximately 12.8 million square meters sufficient for 2-3 years of development - As of June 30, 2024, the Group owned 136 major property projects, with 124 located in major cities in Guangdong Province[14][16] - Contracted sales for H1 2024 were approximately RMB 4.291 billion, with a total GFA of approximately 337,000 square meters[14][16] - As of June 30, 2024, the total land bank was approximately 12.8 million square meters, expected to support development for the next 2-3 years[26] Contracted Sales In H1 2024, Guangzhou and Foshan were the top regions for contracted sales, contributing RMB 1.05 billion and RMB 1.182 billion respectively, with an average selling price of RMB 12,733 per square meter Contracted Sales by Region for H1 2024 | Region | Number of Projects Available for Sale | Sales Area (sqm) | Sales Value (RMB million) | Average Selling Price (RMB/sqm) | | :--- | :--- | :--- | :--- | :--- | | Guangzhou | 21 | 54,000 | 1,050 | 19,444 | | Foshan | 19 | 77,800 | 1,182 | 15,193 | | Changsha | 7 | 30,500 | 335 | 10,984 | | Dongguan | 7 | 37,500 | 380 | 10,133 | | Qingyuan | 5 | 49,300 | 407 | 8,256 | | Zhuhai | 3 | 3,400 | 61 | 17,941 | | Zhongshan | 4 | 18,600 | 151 | 8,118 | | Huizhou | 6 | 21,000 | 197 | 9,381 | | Chengdu | 1 | 100 | 2 | 20,000 | | Zhaoqing | 1 | 3,100 | 23 | 7,419 | | Jiangmen | 5 | 27,400 | 263 | 9,599 | | Heyuan | 1 | 600 | 4 | 6,667 | | Shanwei | 1 | 700 | 5 | 7,143 | | Nanjing | 1 | 6,400 | 108 | 16,875 | | Hangzhou Region | 2 | 6,600 | 123 | 18,636 | | Total | 84 | 337,000 | 4,291 | 12,733 | Land Bank As of June 30, 2024, the Group's total land bank was approximately 12.8 million square meters, primarily located in Guangdong cities such as Guangzhou (21.0%), Qingyuan (19.9%), and Foshan (15.5%), sufficient for 2-3 years of development - As of June 30, 2024, the Group's total land bank was approximately 12.8 million square meters[26] - The land bank is primarily concentrated in Guangzhou (21.0%), Qingyuan (19.9%), and Foshan (15.5%)[26] - The company believes its existing land bank is sufficient to meet development needs for the next two to three years[26] Property Development Project Portfolio The Group's property development project portfolio spans cities including Guangzhou, Foshan, Jiangmen, Zhuhai, Zhongshan, Qingyuan, Changsha, Dongguan, Huizhou, Chengdu, Zhaoqing, Shantou, Shanwei, Nanjing, Hangzhou region, and Heyuan, with project types primarily residential and commercial, some completed, others under development or planned for future development - The project portfolio is distributed across Guangzhou, Foshan, Jiangmen, Zhuhai, Zhongshan, Qingyuan, Changsha, Dongguan, Huizhou, Chengdu, Zhaoqing, Shantou, Shanwei, Nanjing, Hangzhou region, and Heyuan[27][28][30] - Project types are primarily residential and commercial, including completed, under development, and future development stages[27][28][30] Land Acquisitions For the six months ended June 30, 2024, the Group did not acquire any land parcels - In H1 2024, the Group did not undertake any land acquisitions[41] Urban Renewal Business During the period, the Group's urban renewal business did not generate any revenue - In H1 2024, the urban renewal business generated no revenue[22][23] Property Leasing and Sub-leasing As of June 30, 2024, the Group held approximately 143,000 square meters of properties for leasing and approximately 883,000 square meters for sub-leasing, with H1 leasing revenue of RMB 338.1 million, accounting for 5.6% of total revenue - As of June 30, 2024, the Group held approximately 143,000 square meters of properties for leasing and approximately 883,000 square meters for sub-leasing[24][25] - H1 2024 leasing revenue was RMB 338.1 million, accounting for 5.6% of total revenue[24][25] Market Review In H1 2024, despite continuous optimization of real estate policies, the national property market remained generally sluggish, with new commercial housing sales area and transaction value decreasing by 19.0% and 25.0% year-on-year respectively, while the residential land market also remained depressed with significant declines in both transaction area and value - In H1 2024, national new commercial housing sales area decreased by 19.0% year-on-year, and transaction value decreased by 25.0% year-on-year[42] - National residential land transaction area decreased by 38.1% year-on-year, and transaction value decreased by 44.3% year-on-year[42] - Residential land transaction value in first-tier cities increased by 12.5% year-on-year, while second-tier and third/fourth-tier cities saw decreases of 8.9% and 15.2% respectively[42] Outlook Looking ahead to H2 2024, the company anticipates a complex international environment and weak global economic recovery, while China's macro policies will remain proactive, supporting the property market's return to supply-demand balance, with further removal of administrative restrictions in key cities and potential for lower mortgage rates, and the company will continue to actively sell, prioritize cash collection, reduce costs and enhance efficiency, optimize urban renewal project structures, proactively manage debt, and ensure project delivery - A complex international environment and weak global economic recovery are anticipated for H2 2024[43][45] - China's macro policies will remain proactive, promoting the property market's return to supply-demand balance, with further removal of administrative restrictions in key cities and room for mortgage rate reductions[43][45] - The company will continue to actively sell, prioritize cash collection, reduce costs, enhance efficiency, and maintain stable operating cash flow[43][47] - The company will optimize its urban renewal project structure, accelerate conversion and investment recovery, proactively manage debt, and expedite the disposal of non-core assets[43][47] Financial Review In H1 2024, the Group's revenue decreased by 38.7% year-on-year to RMB 6.091 billion, primarily due to reduced property sales and delivery area, while gross profit decreased by 29.3%, but gross profit margin slightly increased to 8.8%, and both loss for the period and loss attributable to owners of the company significantly increased due to asset impairment - Revenue for H1 2024 was RMB 6.091 billion, a 38.7% year-on-year decrease, primarily due to reduced property sales and delivery area[44][48] - Gross profit was RMB 537.3 million, a 29.3% year-on-year decrease; gross profit margin was 8.8%, a slight increase from 7.7% in the same period last year[53][58] - Loss for the period was RMB 2.8314 billion, and loss attributable to owners of the company was RMB 3.0179 billion, primarily due to increased asset impairment[60][61][63] Revenue The Group's H1 2024 revenue was RMB 6.091 billion, a 38.7% year-on-year decrease, primarily from property development (94.4%) and property leasing and sub-leasing (5.6%) - H1 2024 revenue was RMB 6.091 billion, a 38.7% year-on-year decrease[44][48] - Property development contributed approximately 94.4% of revenue, while property leasing and sub-leasing contributed approximately 5.6%[44][48] Property Development Revenue Property sales revenue decreased by 36.2% year-on-year to RMB 5.7529 billion, primarily due to reduced property sales and delivery area, with key contributing projects including Times Jianfa • Hezhu and Times Zhengrong • Runxifu - Property sales revenue decreased by 36.2% year-on-year to RMB 5.7529 billion[49][54] - The decrease in revenue was primarily due to reduced property sales and delivery area[49][54] - Key revenue-contributing projects included Times Jianfa • Hezhu, Times Zhengrong • Runxifu, and Times Nianhua (Zhaoqing New Area)[49][54] Urban Renewal Business Revenue During the period, the urban renewal business did not generate any revenue - In H1 2024, the urban renewal business generated no revenue[50][55] Property Leasing and Sub-leasing Revenue Total rental income increased by 13.5% year-on-year to RMB 338.1 million, primarily due to increased leased area in certain projects - Total rental income increased by 13.5% year-on-year to RMB 338.1 million[51][56] - The increase in revenue was primarily due to increased leased area in certain projects during the period[51][56] Cost of Sales Cost of sales decreased by 39.5% year-on-year to RMB 5.5537 billion, primarily attributable to reduced property sales and delivery area - Cost of sales decreased by 39.5% year-on-year to RMB 5.5537 billion[52][57] - The decrease in cost of sales was primarily due to reduced property sales and delivery area[52][57] Gross Profit and Gross Profit Margin Gross profit decreased by 29.3% year-on-year to RMB 537.3 million, with a gross profit margin of 8.8%, largely stable compared to 7.7% in the same period last year - Gross profit decreased by 29.3% year-on-year to RMB 537.3 million[53][58] - Gross profit margin was 8.8%, largely stable compared to 7.7% in the same period last year[53][58] Other Income and Gains Other income and gains decreased year-on-year to RMB 117.5 million, primarily due to lower bank interest income - Other income and gains decreased year-on-year to RMB 117.5 million[59] - The decrease was primarily due to lower bank interest income[59] Selling and Marketing Costs Selling and marketing costs decreased by 28.1% year-on-year to RMB 131.8 million, primarily due to the company's stringent control over marketing expenses - Selling and marketing costs decreased by 28.1% year-on-year to RMB 131.8 million[59] - The decrease was primarily due to the company's stringent control over marketing expenses[59] Administrative Expenses Administrative expenses decreased by 28.6% year-on-year to RMB 220.8 million, primarily due to the company's stringent control over administrative expenses - Administrative expenses decreased by 28.6% year-on-year to RMB 220.8 million[59] - The decrease was primarily due to the company's stringent control over administrative expenses[59] Other Expenses Other expenses significantly increased by 158.0% year-on-year to RMB 2.3223 billion, primarily due to increased asset impairment during the period - Other expenses significantly increased by 158.0% year-on-year to RMB 2.3223 billion[59] - The increase was primarily due to increased asset impairment during the period[59] Finance Costs Finance costs were RMB 581.2 million, largely comparable to RMB 552.5 million in the same period last year - Finance costs were RMB 581.2 million, largely comparable to the same period last year[59] Income Tax Expense Income tax expense decreased by 38.6% year-on-year to RMB 172.1 million, primarily due to increased loss before tax - Income tax expense decreased by 38.6% year-on-year to RMB 172.1 million[59] - The decrease was primarily due to increased loss before tax[59] Loss for the Period Loss for the period was RMB 2.8314 billion, an increase of RMB 1.4217 billion from the same period last year, primarily due to increased asset impairment - Loss for the period was RMB 2.8314 billion, a year-on-year increase of RMB 1.4217 billion[60][63] - The increase in loss was primarily due to increased asset impairment during the period[60][63] Loss Attributable to Owners of the Company Loss attributable to owners of the company was RMB 3.0179 billion, an increase of RMB 1.3284 billion from the same period last year, with core net loss at RMB 3.0144 billion, primarily due to increased asset impairment - Loss attributable to owners of the company was RMB 3.0179 billion, a year-on-year increase of RMB 1.3284 billion[61][64] - Core net loss attributable to owners of the company was RMB 3.0144 billion, a year-on-year increase of RMB 1.3243 billion[61][64] - The increase in loss was primarily due to increased asset impairment during the period[61][64] Liquidity, Financial and Capital Resources As of June 30, 2024, the Group's cash and bank deposits were approximately RMB 3.3701 billion, a 15.2% year-on-year decrease, with total interest-bearing bank and other borrowings of approximately RMB 45.9448 billion, of which RMB 31.1215 billion is due within one year, and the company has suspended repayment of certain offshore debts and is actively negotiating restructuring plans with creditors - As of June 30, 2024, cash and bank deposits were approximately RMB 3.3701 billion, a 15.2% decrease from the end of 2023[62][65] - Restricted bank deposits amounted to RMB 1.8289 billion[62][65] - Total interest-bearing bank and other borrowings were approximately RMB 45.9448 billion, of which RMB 31.1215 billion is due within one year[10][28] - The company has suspended repayment of certain offshore debts and is actively negotiating restructuring plans with creditors, having reached an agreement in principle with the ad hoc group of offshore creditors on a restructuring proposal[89] Cash Position As of June 30, 2024, the Group's cash and bank deposit balance was approximately RMB 3.3701 billion, a 15.2% decrease from the end of 2023, with restricted bank deposits of RMB 1.8289 billion primarily for property construction guarantees and bank-designated supervision accounts - As of June 30, 2024, cash and bank deposits were approximately RMB 3.3701 billion, a 15.2% decrease from the end of 2023[62][65] - Restricted bank deposits amounted to RMB 1.8289 billion, primarily for property construction guarantees and bank-designated supervision accounts[62][65] Borrowings and Pledged Assets As of June 30, 2024, the Group's interest-bearing payables were RMB 5.0373 billion, partly secured by property inventories, with total interest-bearing bank loans and other borrowings of approximately RMB 45.9448 billion, of which RMB 31.1215 billion is due within one year, and certain borrowings are secured by investment properties, trade receivables, property inventories, and property, plant and equipment, with equity interests in certain subsidiaries also pledged - As of June 30, 2024, interest-bearing payables were RMB 5.0373 billion, partly secured by property inventories with a carrying amount of RMB 1.6888 billion[66] - Total interest-bearing bank loans and other borrowings were approximately RMB 45.9448 billion[10][28] - Borrowings due within one year amounted to RMB 31.1215 billion, and borrowings due in two to five years amounted to RMB 14.7772 billion[10][28] - Outstanding borrowings are partly secured by investment properties, trade receivables, property inventories, and property, plant and equipment, with equity interests in certain subsidiaries also pledged[66] Details of Equity or Debt Securities Issued The Group has issued various USD senior notes and RMB domestic corporate bonds, including 5.00% USD senior notes due 2028, multiple USD senior notes due 2024-2027, and several RMB domestic corporate bonds due 2026-2027, with some domestic corporate bonds having their maturity dates adjusted through bondholder meetings, implementing small-amount redemption mechanisms, pro-rata principal repayment milestones, and interest capitalization as part of restructuring measures - Issued 5.00% USD senior notes due 2028, with a principal amount of USD 99.5 million[67][68] - Issued multiple USD senior notes due 2024, 2025, 2026, and 2027, with coupon rates ranging from 5.55% to 6.75%[69][75][77] - Guangzhou Times issued multiple RMB domestic corporate bonds due 2026 and 2027, with coupon rates ranging from 5.10% to 6.80%[70][71][72] - Some domestic corporate bonds have had their maturity dates adjusted through bondholder meetings, implementing small-amount redemption mechanisms, pro-rata principal repayment milestones, capitalizing accrued and unpaid interest, and adding credit enhancement measures[70][71][72] Contingent Liabilities As of June 30, 2024, the Group provided mortgage loan guarantees of approximately RMB 14.4675 billion for property purchasers, a decrease from the end of 2023, and bank loan guarantees of approximately RMB 1.5809 billion for joint ventures and associates - As of June 30, 2024, mortgage loan guarantees provided for property purchasers were approximately RMB 14.4675 billion, a decrease from RMB 18.9827 billion at the end of 2023[90][93] - Bank loan guarantees provided for joint ventures and associates were approximately RMB 1.5809 billion[90][94] Foreign Exchange Risk The Group primarily operates in China, with most business denominated in RMB, and will closely monitor RMB exchange rate fluctuations, cautiously considering currency swap arrangements to hedge risks, with no foreign exchange hedging activities undertaken as of June 30, 2024 - The Group primarily operates in China, with most business denominated in RMB[91][95] - The company will closely monitor RMB exchange rate fluctuations and consider currency swap arrangements[91][95] - As of June 30, 2024, no foreign exchange hedging activities were undertaken[91][95] Major Investments Held, Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures, and Future Plans for Material Investments or Capital Assets During the period, the Group held no major investments, undertook no material acquisitions or disposals of subsidiaries, associates, and joint ventures, and had no future plans for other significant investments or capital asset additions - In H1 2024, there were no material investments, acquisitions, or disposals of subsidiaries, associates, and joint ventures[92][96] - As of the reporting date, there were no plans for other significant investments or capital asset additions[92][96] Events After the Reporting Period The winding-up petition hearing against the company by the High Court of Hong Kong has been further adjourned to October 21, 2024, with no other material events occurring after June 30, 2024 - The winding-up petition hearing against the company has been adjourned to October 21, 2024[97][100] - Other than the winding-up petition, there were no other material events after June 30, 2024[97][100] Employees and Remuneration Policy As of June 30, 2024, the Group had 1,578 employees, a decrease from the end of 2023, with remuneration based on performance, skills, experience, and market trends, offering various benefits and training programs, and H1 employee benefit expenses were approximately RMB 170 million - As of June 30, 2024, the Group had 1,578 employees, a decrease from 1,757 at the end of 2023[98][101] - Employee remuneration is based on performance, skills, knowledge, experience, and market trends, with benefits such as provident funds and medical insurance provided[98][101] - H1 2024 employee benefit expenses were approximately RMB 170 million, a decrease from RMB 253.3 million in the same period last year[98][101] Interim Dividend The Board of Directors does not recommend the payment of an interim dividend for the six months ended June 30, 2024 - The Board of Directors does not recommend the payment of an interim dividend for H1 2024[99][102] Corporate Governance and Other Information This section outlines the company's adherence to corporate governance practices, including board and committee structures, directors' securities dealings, and major shareholder interests Corporate Governance Practices The company is committed to maintaining high standards of corporate governance, having adopted the Corporate Governance Code set out in Appendix C1 of the Listing Rules, and despite the Chairman and CEO being the same person, the Board believes this structure benefits the Group's business prospects and maintains a balance of power through effective risk management and internal control systems - The company has adopted the Corporate Governance Code set out in Appendix C1 of the Listing Rules[103] - Mr. Cen Zhaoxiong serves as both Chairman and CEO, a structure the Board believes provides strong and consistent leadership while maintaining a balance of power through risk management and internal control systems[103] Compliance with the Code of Conduct for Directors' Securities Transactions The company has adopted a strict code of conduct for directors' securities transactions, with all directors confirming compliance in H1 2024, and similar codes of conduct have been established for relevant employees who may possess inside information - The company has adopted a code of conduct for directors' securities transactions no less exacting than the Model Code set out in Appendix C3 of the Listing Rules[103] - All directors confirmed compliance with the Model Code in H1 2024[103] - The company has also established similar codes of conduct for relevant employees who may possess inside information[104][105] Board and Board Committees For the six months ended June 30, 2024, the composition of the Board and its Audit, Nomination, and Remuneration Committees remained unchanged, and the Audit Committee reviewed the interim report and financial results, deeming the risk management and internal control systems effective and adequate - In H1 2024, the composition of the Board, Audit Committee, Nomination Committee, and Remuneration Committee remained unchanged[106] - The Audit Committee reviewed the interim report and unaudited condensed consolidated interim results, concluding that the risk management and internal control systems were effective and adequate[106] Changes in Directors' Information Independent Non-executive Director Mr. Jin Qingjun was appointed as an independent director of Zhongtai Securities on April 29, 2024, and resigned as an independent non-executive director of Sino-Ocean Group Holding Limited on August 29, 2024 - Independent Non-executive Director Mr. Jin Qingjun was appointed as an independent director of Zhongtai Securities (effective April 29, 2024)[106] - Mr. Jin Qingjun resigned as an independent non-executive director of Sino-Ocean Group Holding Limited (effective August 29, 2024)[106] Controlling Shareholder's Specific Performance Obligations under Listing Rule 13.18 Under the 2019 agreement, a default event occurs if Mr. Cen Zhaoxiong and his family cease to be the largest beneficial owner or hold less than 50.1% of the share capital, or if Mr. Cen no longer serves as Chairman and Nomination Committee Chairman, potentially leading to immediate loan repayment, and as of June 30, 2024, the company had not yet repaid this financing - Under the 2019 agreement, a default event occurs if Mr. Cen Zhaoxiong and his family cease to be the largest beneficial owner or hold less than 50.1% of the share capital, or if Mr. Cen no longer serves as Chairman and Nomination Committee Chairman[107] - A default event could lead to the finance agent revoking commitments and demanding immediate repayment of the loan together with accrued interest[107] - As of June 30, 2024, the company had not yet repaid this financing[107] Purchase, Sale or Redemption of Listed Securities For the six months ended June 30, 2024, neither the company nor any of its subsidiaries purchased, sold, or redeemed any listed securities, and the company held no treasury shares - In H1 2024, neither the company nor its subsidiaries purchased, sold, or redeemed any listed securities[107] - As of June 30, 2024, the company held no treasury shares[107] Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures As of June 30, 2024, Mr. Cen Zhaoxiong was deemed to have an interest in approximately 59.23% of the company's issued share capital, while the spouses of Mr. Guan Jianhui and Mr. Bai Xihong also held company shares, and several directors held interests in associated corporations (e.g., Times Neighborhood Holdings Limited), with Mr. Cen Zhaoxiong's spouse, Ms. Li Yiping, also holding company debentures - Mr. Cen Zhaoxiong was deemed to have an interest in 1,244,877,716 shares, representing approximately 59.23% of the issued share capital[109][110][112] - The spouses of Mr. Guan Jianhui and Mr. Bai Xihong held 46,350,000 shares and 2,017,000 shares respectively[110][112][113] - Mr. Cen Zhaoxiong was deemed to have an interest in approximately 48.03% of Times Neighborhood Holdings Limited[117][118] - Ms. Li Yiping, spouse of Mr. Cen Zhaoxiong, held company debentures totaling USD 5.5 million[123][124] Directors' Rights to Acquire Shares or Debentures For the six months ended June 30, 2024, neither the company nor its subsidiaries, holding companies, or fellow subsidiaries participated in any arrangements enabling directors to acquire benefits by purchasing shares or debentures of the company or any other body corporate - In H1 2024, the company and its associated parties did not participate in any arrangements enabling directors to acquire benefits by purchasing shares or debentures[126][128] Substantial Shareholders' Interests and Short Positions in Shares and Underlying Shares As of June 30, 2024, Ms. Li Yiping (spouse of Mr. Cen Zhaoxiong) was deemed to have an interest in approximately 59.23% of the company's issued share capital, held through controlled corporations such as Fengya, Chaoda, Jiaming Investment, and Dongli, which are consequently considered substantial shareholders - Ms. Li Yiping (spouse of Mr. Cen Zhaoxiong) was deemed to have an interest in 1,244,877,716 shares, representing approximately 59.23% of the issued share capital[130][131][132] - Fengya, Chaoda, Jiaming Investment, and Dongli are all listed as substantial shareholders due to their holdings or control over company shares[130][131][132] Interim Condensed Consolidated Statement of Profit or Loss For the six months ended June 30, 2024, the Group recorded revenue of RMB 6.091 billion and gross profit of RMB 537 million, with a loss for the period of RMB 2.831 billion, loss attributable to owners of the company of RMB 3.018 billion, and basic loss per share of RMB 144 cents H1 2024 Statement of Profit or Loss Summary | Metric | H1 2024 (RMB thousand) | H1 2023 (RMB thousand) | | :--- | :--- | :--- | | Revenue | 6,091,008 | 9,932,209 | | Cost of sales | (5,553,721) | (9,172,267) | | Gross profit | 537,287 | 759,942 | | Other income and gains | 117,527 | 127,793 | | Selling and marketing costs | (131,754) | (183,243) | | Administrative expenses | (220,771) | (309,315) | | Other expenses | (2,322,334) | (899,967) | | Finance costs | (581,160) | (552,505) | | Share of losses of associates and joint ventures | (58,093) | (72,277) | | Loss before tax | (2,659,298) | (1,129,572) | | Income tax expense | (172,064) | (280,103) | | Loss for the period | (2,831,362) | (1,409,675) | | Loss attributable to owners of the Company | (3,017,883) | (1,689,480) | | Non-controlling interests | 186,521 | 279,805 | | Basic and diluted loss per share (RMB cents) | (144) | (80) | Interim Condensed Consolidated Statement of Comprehensive Income For the six months ended June 30, 2024, the Group's loss for the period was RMB 2.831 billion, with a net other comprehensive loss of RMB 114.7 million, primarily comprising exchange differences on translation of foreign operations (RMB 152.8 million loss) and property revaluation gains (RMB 31.3 million), resulting in a total comprehensive loss for the period of RMB 2.946 billion H1 2024 Statement of Comprehensive Income Summary | Metric | H1 2024 (RMB thousand) | H1 2023 (RMB thousand) | | :--- | :--- | :--- | | Loss for the period | (2,831,362) | (1,409,675) | | Other comprehensive (loss)/income | | | | Share of other comprehensive loss of a joint venture | 10,058 | (32,038) | | Exchange differences on translation of foreign operations | (152,827) | (717,541) | | Property revaluation gains | 31,339 | – | | Net loss on equity investments designated at fair value through other comprehensive income | (3,232) | (25,240) | | Other comprehensive loss for the period, net of tax | (114,662) | (774,819) | | Total comprehensive loss for the period | (2,946,024) | (2,184,494) | | Attributable to owners of the Company | (3,132,545) | (2,464,299) | | Non-controlling interests | 186,521 | 279,805 | Interim Condensed Consolidated Statement of Financial Position As of June 30, 2024, the Group's total assets were RMB 115.067 billion, total liabilities RMB 107.355 billion, and total equity RMB 7.712 billion, with equity attributable to owners of the company deteriorating significantly to negative RMB 2.499 billion from RMB 633 million at the end of 2023 June 30, 2024 Statement of Financial Position Summary | Metric | June 30, 2024 (RMB thousand) | December 31, 2023 (RMB thousand) | | :--- | :--- | :--- | | Non-current assets | | | | Investment properties | 8,511,961 | 8,420,554 | | Interests in joint ventures | 9,409,336 | 10,461,674 | | Total non-current assets | 25,864,026 | 27,136,261 | | Current assets | | | | Property inventories | 60,531,980 | 62,905,315 | | Cash and cash equivalents | 1,541,204 | 1,732,847 | | Total current assets | 89,202,579 | 93,970,919 | | Current liabilities | | | | Trade and bills payables | 7,781,937 | 8,201,955 | | Contract liabilities | 10,440,921 | 13,945,900 | | Interest-bearing bank and other borrowings and interest payables | 31,733,869 | 27,775,290 | | Total current liabilities | 87,241,000 | 86,543,133 | | Non-current liabilities | | | | Interest-bearing bank and other borrowings and interest payables | 15,449,013 | 19,211,043 | | Total non-current liabilities | 20,113,921 | 23,906,339 | | Equity | | | | Equity attributable to owners of the Company | (2,499,162) | 633,383 | | Non-controlling interests | 10,210,846 | 10,024,325 | | Total equity | 7,711,684 | 10,657,708 | Interim Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2024, equity attributable to owners of the company shifted from RMB 633 million as of January 1, 2024, to negative RMB 2.499 billion, primarily impacted by a loss for the period of RMB 3.018 billion and other comprehensive loss of RMB 114.7 million, with total equity decreasing from RMB 10.658 billion to RMB 7.712 billion - Equity attributable to owners of the company decreased from RMB 633 million as of January 1, 2024, to negative RMB 2.499 billion as of June 30, 2024[151] - Loss for the period of RMB 3.018 billion and other comprehensive loss for the period of RMB 114.7 million were the primary reasons for the decrease in equity[151] - Total equity decreased from RMB 10.658 billion as of December 31, 2023, to RMB 7.712 billion as of June 30, 2024[139][151] Interim Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2024, the Group's net cash flow from operating activities was RMB 633 million, a significant decrease from the same period last year, with net cash outflow from investing activities of RMB 54 million and net cash outflow from financing activities of RMB 770.7 million, resulting in cash and cash equivalents of RMB 1.5412 billion at period-end, a net decrease of RMB 191.7 million H1 2024 Statement of Cash Flows Summary | Metric | H1 2024 (RMB thousand) | H1 2023 (RMB thousand) | | :--- | :--- | :--- | | Net cash flows from operating activities | 632,963 | 2,579,306 | | Net cash flows (used in)/from investing activities | (54,006) | 71,823 | | Net cash flows used in financing activities | (770,651) | (3,220,119) | | Net decrease in cash and cash equivalents | (191,694) | (568,990) | | Cash and cash equivalents at end of period | 1,541,204 | 2,169,667 | Notes to Interim Condensed Consolidated Financial Information This section provides detailed notes on the company's financial information, including company details, basis of preparation, accounting policy changes, segment information, and specific financial line items Company Information The company was incorporated in the Cayman Islands on November 14, 2007, with its name changed to Times China Holdings Limited, operating as an investment holding company whose subsidiaries primarily engage in property development, urban renewal, and property leasing in China, with the ultimate holding company being Jiaming Investment Limited, wholly owned by founder Mr. Cen Zhaoxiong - The company was incorporated in the Cayman Islands on November 14, 2007, and is now named Times China Holdings Limited[157] - The company primarily engages in property development, urban renewal business, and property leasing in China[157] - The ultimate holding company is Jiaming Investment Limited, wholly owned by founder Mr. Cen Zhaoxiong[157] Basis of Preparation The interim condensed consolidated financial information is prepared in accordance with Appendix D2 of the Listing Rules and IAS 34, and should be read in conjunction with the 2023 annual consolidated financial statements, noting significant uncertainties regarding the company's ability to continue as a going concern due to recorded losses and substantial borrowing defaults, though management has formulated various plans and measures to improve liquidity - The interim condensed consolidated financial information is prepared in accordance with Appendix D2 of the Listing Rules and IAS 34[157] - As of June 30, 2024, loss attributable to owners of the company was RMB 3.0179 billion, with total borrowings of RMB 45.9448 billion, of which RMB 31.1215 billion is due within 12 months[158] - The company defaulted on borrowings principal totaling RMB 22.3439 billion and interest totaling RMB 2.5293 billion due to non-repayment, triggering cross-defaults of RMB 228.8 million[158] - The directors have formulated various plans and measures, including restructuring borrowings, negotiating with financial institutions, accelerating property sales and cash collection, controlling costs, and disposing of assets, to improve liquidity and financial position[158] Going Concern Basis Significant uncertainties exist regarding the Group's ability to continue as a going concern, primarily due to substantial losses, numerous borrowing defaults, and cross-defaults recorded in H1 2024, though management has formulated various countermeasures, including debt restructuring, loan renewal negotiations, accelerated property sales, and asset disposals, to ensure sufficient working capital for the next 12 months - The Group recorded a loss attributable to owners of the company of RMB 3.0179 billion, with total bank and other borrowings of RMB 45.9448 billion, of which RMB 31.1215 billion is due within the next 12 months[158] - The Group defaulted on borrowings principal totaling RMB 22.3439 billion and interest totaling RMB 2.5293 billion due to non-repayment, triggering cross-defaults of RMB 228.8 million[158] - The directors have adopted various plans and measures, including appointing financial advisors to assist with restructuring, negotiating with financial institutions for loan renewals, accelerating property sales and cash collection, controlling administrative costs and capital expenditures, and identifying opportunities to dispose of assets or urban renewal projects[158] - Despite the measures formulated, significant uncertainties remain regarding the Group's ability to implement these plans and continue as a going concern[159] Changes in Accounting Policies and Disclosures Several revised International Financial Reporting Standards, including amendments to IFRS 16, IAS 1, and IAS 7, were adopted for the first time during this period, but these changes had no material financial impact on the interim condensed consolidated financial information - Amendments to IFRS 16, IAS 1, and IAS 7 were adopted for the first time during this period[160][161][163] - These changes in accounting policies had no material financial impact on the interim condensed consolidated financial information[161][164] Operating Segment Information The Group's operating segments include property development, urban renewal business, and property leasing, with property development contributing RMB 5.7529 billion in external revenue in H1 2024, urban renewal business generating no external revenue, and property leasing contributing RMB 338.1 million in external revenue, and the property development segment holding the largest proportion of assets - The Group's operating segments include property development, urban renewal business, and property leasing[162][165] - In H1 2024, external revenue from property development was RMB 5.7529 billion, urban renewal business generated no external revenue, and property leasing generated RMB 338.1 million in external revenue[166] - As of June 30, 2024, property development segment assets were RMB 74.9968 billion, accounting for 81.8% of total segment assets[171] Revenue, Other Income and Gains Total revenue for H1 2024 was RMB 6.091 billion, comprising property sales revenue of RMB 5.7529 billion and total rental income of RMB 338.1 million, with other income and gains at RMB 117.5 million, primarily including gains from disposal of land held for development and net exchange gains - Total revenue for H1 2024 was RMB 6.091 billion, comprising property sales revenue of RMB 5.7529 billion and total rental income of RMB 338.1 million[175] - Other income and gains amounted to RMB 117.5 million, primarily including gains from disposal of land held for development of RMB 40.794 million and net exchange gains of RMB 24.4 million[179] Loss Before Tax Loss before tax for H1 2024 was RMB 2.6593 billion, a significant increase from the same period last year, primarily due to increased asset impairment (impairment loss on interests in joint ventures of RMB 1.0025 billion, impairment loss on amounts due from joint ventures of RMB 363.9 million, and write-down of property inventories of RMB 154.5 million) and loss on change from joint ventures to subsidiaries of RMB 782.7 million - Loss before tax for H1 2024 was RMB 2.6593 billion, compared to RMB 1.1296 billion in the same period last year[134] - Key loss items included impairment loss on interests in joint ventures of RMB 1.0025 billion, impairment loss on amounts due from joint ventures of RMB 363.9 million, loss on change from joint ventures to subsidiaries of RMB 782.7 million, and write-down of property inventories to net realisable value of RMB 154.5 million[166][180] Finance Costs Finance costs for H1 2024 were RMB 581.2 million, largely comparable to RMB 552.5 million in the same period last year, with total interest expenses of RMB 1.8899 billion and capitalized interest of RMB 1.3088 billion - Finance costs for H1 2024 were RMB 581.2 million, largely comparable to RMB 552.5 million in the same period last year[181][183] - Total interest expenses were RMB 1.8899 billion, of which RMB 1.3088 billion was capitalized interest[181] Income Tax Expense Income tax expense for H1 2024 was RMB 172.1 million, a 38.6% decrease from the same period last year, primarily due to increased loss before tax, with taxes including China Enterprise Income Tax (CIT) and Land Appreciation Tax (LAT), and some Chinese subsidiaries enjoying a preferential CIT rate of 15% - Income tax expense for H1 2024 was RMB 172.1 million, a 38.6% year-on-year decrease[187][192] - The decrease was primarily due to increased loss before tax[59] - Taxes include China Enterprise Income Tax (CIT) and Land Appreciation Tax (LAT), with some Chinese subsidiaries enjoying a preferential CIT rate of 15%[188][189][190] Dividends The Board of Directors resolved not to declare an interim dividend for the six months ended June 30, 2024 - The Board of Directors does not recommend the payment of an interim dividend for H1 2024[192][193] Loss Per Share Attributable to Ordinary Equity Holders of the Company Basic and diluted loss per share for H1 2024 was RMB 144 cents, compared to RMB 80 cents in the same period last year, calculated based on the loss attributable to owners of the company and the weighted average of 2.1018 billion issued ordinary shares, with no potential dilutive ordinary shares during the period - Basic and diluted loss per share for H1 2024 was RMB 144 cents, compared to RMB 80 cents in the same period last year[194][197] - The calculation is based on the loss attributable to owners of the company and the weighted average of 2.1018 billion issued ordinary shares[195][196] - There were no potential dilutive ordinary shares during the period[195][196] Property, Plant and Equipment In H1 2024, the Group acquired property, plant and equipment with a total carrying amount of RMB 1.584 million, recorded depreciation of RMB 50.866 million, transferred RMB 95.605 million of property, plant and equipment to investment properties, and disposed of property, plant and equipment with a total carrying amount of RMB 750,000 - In H1 2024, property, plant and equipment with a total carrying amount of RMB 1.584 million were acquired[198][199] - Total depreciation amounted to RMB 50.866 million[198][199] - Property, plant and equipment with a carrying amount of RMB 95.605 million were transferred to investment properties[198][199] - Property, plant and equipment with a total carrying amount of RMB 750,000 were disposed of[198][199] Investment Properties As of June 30, 2024, the Group's investment properties had a carrying amount of RMB 8.512 billion, comprising 15 commercial properties in mainland China, categorized as self-owned and sub-leased, with RMB 105.5 million of investment properties under development transferred to completed properties and RMB 61.7 million in additions during the period - As of June 30, 2024, investment properties had a carrying amount of RMB 8.512 billion[201] - Investment properties include 15 commercial properties located in mainland China, categorized as self-owned and sub-leased[203][205] - During the period, RMB 105.5 million of investment properties under development were transferred to completed properties, and RMB 61.7 million in additions were made[201] Trade Receivables As of June 30, 2024, net trade receivables were RMB 933.1 million, primarily from property sales, urban renewal business, and property leasing, with RMB 544.6 million due within six months, RMB 224.0 million due in seven to twelve months, and RMB 164.6 million due after one year - As of June 30, 2024, net trade receivables amounted to RMB 933.1 million[207] - Trade receivables primarily arose from sales of completed properties, urban renewal business, and property leasing[204][206] Ageing Analysis of Trade Receivables | Ageing | June 30, 2024 (RMB thousand) | December 31, 2023 (RMB thousand) | | :--- | :--- | :--- | | Within 6 months | 544,601 | 535,308 | | 7 to 12 months | 223,967 | 26,582 | | After 1 year | 164,569 | 285,126 | | Total | 933,137 | 847,016 | Cash and Cash Equivalents and Restricted Bank Deposits As of June 30, 2024, the Group's cash and bank balances were RMB 3.3701 billion, including restricted bank deposits of RMB 1.8289 billion primarily for pre-sale proceeds guarantees, bank-designated monitoring accounts, and other performance guarantees, with cash and cash equivalents at RMB 1.5412 billion, mostly denominated in RMB - As of June 30, 2024, cash and bank balances amounted to RMB 3.3701 billion[209] - Restricted bank deposits amounted to RMB 1.8289 billion, primarily for pre-sale proceeds guarantees, bank-designated monitoring accounts, and other performance guarantees[209][210] - Cash and cash equivalents amounted to RMB 1.5412 billion, of which RMB 1.536 billion was denominated in RMB[209] Trade and Bills Payables As of June 30, 2024, total trade and bills payables were RMB 7.7819 billion, with RMB 3.5347 billion due within one year and RMB 4.2472 billion due after one year, all unsecured, non-interest-bearing, and repayable within normal operating cycles or on demand - As of June 30, 2024, total trade and bills payables amounted to RMB 7.7819 billion[211] Ageing Analysis of Trade and Bills Payables | Ageing | June 30, 2024 (RMB thousand) | December 31, 2023 (RMB thousand) | | :--- | :--- | :--- | | Within 1 year | 3,534,741 | 5,420,785 | | After 1 year | 4,247,196 | 2,781,170 | | Total | 7,781,937 | 8,201,955 | - Trade and bills payables are unsecured, non-interest-bearing, and repayable within normal operating cycles or on demand[212] Other Payables and Accruals As of June 30, 2024, total other payables and accruals were RMB 17.4774 billion, including interest-bearing payables of RMB 5.0373 billion, partly secured by property inventories, with principal and interest already in default, while the remaining balances are unsecured and repayable on demand - As of June 30, 2024, total other payables and accruals amounted to RMB 17.4774 billion[213] - Interest-bearing payables amounted to RMB 5.0373 billion, partly secured by property inventories with a carrying amount of RMB 1.6888 billion[214][215] - Interest-bearing balances with principal totaling RMB 4.9983 billion and interest totaling RMB 508.1 million were in default[214][215] Interest-bearing Bank and Other Borrowings and Interest Payables As of June 30, 2024, total interest-bearing bank and other borrowings and interest payables were RMB 47.1829 billion, with RMB 22.3439 billion in borrowing principal and RMB 2.5293 billion in interest already in default, triggering cross-defaults of RMB 228.8 million, and all defaulted and cross-defaulted borrowings are classified as current liabilities - As of June 30, 2024, total interest-bearing bank and other borrowings and interest payables amounted to RMB 47.1829 billion[217] - Borrowings with principal totaling RMB 22.3439 billion and interest totaling RMB 2.5293 billion were in default, triggering cross-defaults of RMB 228.8 million[218] - All defaulted and cross-defaulted borrowings are presented under current liabilities in the interim condensed consolidated statement of financial position[218] - The company has completed the restructuring of its corporate bonds, extending maturity periods, with the effective average interest rate for corporate bonds in H1 2024 ranging from 5.50% to 7.50%[225][226] Contingent Liabilities As of June 30, 2024, the Group provided mortgage loan guarantees of approximately RMB 14.4675 billion for property purchasers and bank loan guarantees of approximately RMB 1.5809 billion for joint ventures and associates, with directors believing the net realizable value of the related properties is sufficient to cover the mortgage loans, thus no provision has been made for these guarantees - As of June 30, 2024, mortgage loan guarantees provided for property purchasers amounted to approximately RMB 14.4675 billion[227] - Bank loan guarantees provided for joint ventures and associates amounted to approximately RMB 1.5809 billion[227] - The directors believe that the net realizable value of the related properties is sufficient to cover the mortgage loans, and thus no provision has been made for these guarantees[228][229] Pledge of Assets and Shares As of June 30, 2024, the Group had pledged assets with a total carrying amount of approximately RMB 16.014 billion (including property, plant and equipment, investment properties, property inventories, and trade receivables) to secure interest-bearing bank and other borrowings, and equity interests in certain subsidiaries were also pledged, totaling approximately RMB 21.5469 billion - As of June 30, 2024, assets with a total carrying amount of approximately RMB 16.014 billion were pledged, including property, plant and equipment, investment properties, property inventories, and trade receivables[220] - Equity interests in certain subsidiaries were also pledged, totaling approximately RMB 21.5469 billion[221] Commitments As of June 30, 2024, the Group's total capital commitments were RMB 4.9839 billion, primarily comprising property inventory commitments of RMB 4.4383 billion and equity investment commitments of RMB 545.6 million, in addition to capital contribution commitments to joint ventures of RMB 1.2427 billion - As of June 30, 2024, total capital commitments amounted to RMB 4.9839 billion[232] - Primarily included property inventory commitments of RMB 4.4383 billion and equity investment commitments of RMB 545.6 million[232] - Capital contribution commitments to joint ventures amounted to RMB 1.2427 billion[233] Significant Related Party Transactions The Group engaged in multiple related party transactions, including purchasing property management services from Times Neighborhood, selling construction materials, providing construction decoration and consulting services to joint ventures and associates, and selling properties to key management personnel, with total amounts due from related parties of RMB 3.7655 billion and total amounts due to related parties of RMB 8.2739 billion as of June 30, 2024, and total key management personnel remuneration of RMB 27.057 million - In H1 2024, property management services purchased from Times Neighborhood amounted to RMB 35.255 million[234] - Sales of construction materials and pr