华发股份(600325) - 2025 Q2 - 季度财报

Definitions This section provides definitions of key terms and entities used throughout the report - The reporting period is from January 1, 2025, to June 30, 2025[13] - “Huafa Shares/the Company” refers to Zhuhai Huafa Industrial Co., Ltd., and “Huafa Group/Controlling Shareholder” refers to Zhuhai Huafa Group Co., Ltd.[13] Company Profile and Key Financial Indicators This section provides an overview of the company's basic information and presents its key accounting data and financial indicators for the reporting period Company Information This section discloses the company's official Chinese name, abbreviation, foreign name, and legal representative - Company's Chinese name: Zhuhai Huafa Industrial Co., Ltd., abbreviation: Huafa Shares[15] - Legal Representative: Guo Lingyong[15] Contact Person and Information This section provides contact details for the Board Secretary and Securities Affairs Representative, including address, phone, fax, and email - Board Secretary: Hou Guiming; Securities Affairs Representative: Ruan Hongzhou[16] - Contact Address: 155 Changsheng Road, Zhuhai City; Phone: 0756-8282111; Email: zqb@cnhuafas.com[16] Brief Introduction to Changes in Basic Information This section outlines the company's registered and office addresses, postal code, and website - Company's registered and office address: 155 Changsheng Road, Zhuhai City, postal code: 519030; Company website: **www.cnhuafas.com**[17](index=17&type=chunk) Brief Introduction to Changes in Information Disclosure and Document Storage Locations This section specifies the newspapers for information disclosure, the website for semi-annual reports, and the report storage location - Information disclosure newspapers: Shanghai Securities News, China Securities Journal, Securities Times, Securities Daily[18] - Report website: www.sse.com.cn; Storage location: Company Board Secretary's Office[18] Brief Introduction to Company Shares This section provides details on the company's A-shares, including the listing exchange, stock abbreviation, and stock code - Share type: A-shares; Listing exchange: Shanghai Stock Exchange; Stock abbreviation: Huafa Shares; Stock code: 600325[19] Company's Key Accounting Data and Financial Indicators This section details the key accounting data and financial indicators for the current reporting period and the prior year, highlighting changes Key Accounting Data (Jan-Jun 2025 vs. Prior Year) | Key Accounting Data | Current Period (Jan-Jun) (CNY) | Prior Year (Adjusted) (CNY) | Current Period vs. Prior Year Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 38,198,579,315.21 | 24,891,390,318.27 | 53.46 | | Total Profit | 1,262,883,842.80 | 2,581,067,566.27 | -51.07 | | Net Profit Attributable to Listed Company Shareholders | 171,909,026.61 | 1,265,382,121.91 | -86.41 | | Net Profit Attributable to Listed Company Shareholders Excluding Non-recurring Gains and Losses | 152,237,122.65 | 1,185,026,266.36 | -87.15 | | Net Cash Flow from Operating Activities | 9,495,758,054.63 | 661,723,840.39 | 1,335.00 | | Period-End Data | Current Period-End (CNY) | Prior Year-End (Adjusted) (CNY) | Current Period-End vs. Prior Year-End Change (%) | | Net Assets Attributable to Listed Company Shareholders | 19,322,801,688.64 | 19,762,493,709.55 | -2.22 | | Total Assets | 399,241,244,784.09 | 420,377,031,018.16 | -5.03 | Key Financial Indicators (Jan-Jun 2025 vs. Prior Year) | Key Financial Indicators | Current Period (Jan-Jun) | Prior Year (Adjusted) | Current Period vs. Prior Year Change (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (CNY/share) | 0.06 | 0.46 | -86.96 | | Diluted Earnings Per Share (CNY/share) | 0.06 | 0.46 | -86.96 | | Basic Earnings Per Share Excluding Non-recurring Gains and Losses (CNY/share) | 0.06 | 0.43 | -86.05 | | Weighted Average Return on Net Assets (%) | 0.88 | 5.53 | Decrease of 4.65 percentage points | | Weighted Average Return on Net Assets Excluding Non-recurring Gains and Losses (%) | 0.78 | 5.19 | Decrease of 4.41 percentage points | Non-recurring Gains and Losses Items and Amounts This section itemizes non-recurring gains and losses for the reporting period, totaling 19.67 million CNY Non-recurring Gains and Losses Items and Amounts (Unit: CNY) | Non-recurring Gains and Losses Item | Amount (CNY) | | :--- | :--- | | Gains or losses from disposal of non-current assets | -34,236.92 | | Government grants recognized in profit or loss for the current period | 5,043,010.61 | | Gains or losses from changes in fair value and disposal of financial assets and liabilities | 5,140,931.06 | | Net profit or loss of subsidiaries from the beginning of the period to the consolidation date arising from business combinations under common control | 228,380.88 | | Gains or losses from changes in fair value of investment properties measured using the fair value model | -17,952,830.61 | | Other non-operating income and expenses apart from the above | 37,197,937.04 | | Less: Income tax impact | 6,891,797.40 | | Minority interests impact (after tax) | 3,059,490.70 | | Total | 19,671,903.96 | Management Discussion and Analysis This section provides an in-depth analysis of the company's industry, business operations, core competencies, and financial performance during the reporting period Explanation of the Company's Industry and Main Business During the Reporting Period The company's main business is real estate development and operation, holding a Grade-A development qualification, focusing on residential, garage, and commercial properties in key cities - The company operates in the real estate industry, with its main business being real estate development and operation, holding a Grade-A real estate development qualification[27] - Business model: primarily independent development and sales, with steady progress in cooperative development[27] - Main development products: residential properties, garages, and commercial units, focusing on first-tier and key second-tier cities such as Zhuhai, Shanghai, Guangzhou, Shenzhen, Chengdu, Hangzhou, Nanjing, Wuhan, and Xi'an[27] Discussion and Analysis of Operations In H1 2025, the company achieved 38.199 billion CNY in revenue, 759 million CNY in net profit, and 171.91 million CNY in net profit attributable to shareholders, maintaining strong sales performance and optimizing financial structure - In H1 2025, the company achieved operating revenue of 38.199 billion CNY, net profit of 759 million CNY, and net profit attributable to parent company shareholders of 172 million CNY[28] - First-half sales reached 50.22 billion CNY, ranking 11th on the CRIC sales list[28] - Comprehensive financing cost was 4.76%, a 46 BPs decrease from year-end 2024; asset-liability ratio excluding advance receipts was 63%, and cash-to-short-term debt ratio was 1.34[29] - Property management contracted area and in-management area were approximately 63.2 million square meters and 58.5 million square meters, respectively, covering 42 cities nationwide and serving over 400 projects[31] - In commercial operations, centralized commercial leasing area in the first half was 85,000 square meters, with cumulative foot traffic of 33.59 million visits, a 24% year-on-year increase[31] Analysis of Core Competencies During the Reporting Period The company's core competencies stem from its 40+ years of brand influence in real estate, a 'Technology+' driven product strategy, and a diversified business model encompassing commercial and property management - The company has cultivated the real estate sector for over 40 years, establishing a well-known brand, reputable product quality, and a leading regional position[34] - Actively implementing the “Technology+” strategy, the company has established “four aspects and fifteen excellences” technical standards for “safety, comfort, green, and intelligence” to enhance product quality[34] - Building on its core business, the company has improved commercial and property management, forming a new business landscape with real estate as the main business, complemented by commercial and property operations[35] Key Operating Performance During the Reporting Period During the reporting period, operating revenue increased by 53.46%, while total profit and net profit attributable to parent company shareholders significantly decreased; operating cash flow saw substantial growth, but investment and financing cash flows were net outflows (1) Analysis of Main Business Operating revenue increased by 53.46%, but operating costs and financial expenses rose sharply, leading to a significant decline in total profit and net profit attributable to parent company shareholders, despite a 1,335.00% increase in net operating cash flow Analysis Table of Financial Statement Items (Unit: CNY) | Item | Current Period Amount (CNY) | Prior Year Period Amount (CNY) | Change Ratio (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 38,198,579,315.21 | 24,891,390,318.27 | 53.46 | | Operating Cost | 32,791,192,303.92 | 20,725,154,976.69 | 58.22 | | Selling Expenses | 881,044,938.36 | 791,987,352.52 | 11.24 | | Administrative Expenses | 521,451,737.39 | 566,614,909.66 | -7.97 | | Financial Expenses | 416,524,649.16 | 200,510,200.11 | 107.73 | | R&D Expenses | 33,511,918.09 | 29,827,512.88 | 12.35 | | Net Cash Flow from Operating Activities | 9,495,758,054.63 | 661,723,840.39 | 1,335.00 | | Net Cash Flow from Investing Activities | -6,770,171,363.51 | -18,100,152,684.50 | Not Applicable | | Net Cash Flow from Financing Activities | -6,669,399,622.54 | 6,158,820,395.96 | Not Applicable | (3) Analysis of Assets and Liabilities Total assets and net assets attributable to parent company shareholders decreased; receivables and short-term borrowings increased, while taxes payable significantly decreased, with major assets pledged for borrowings Changes in Assets and Liabilities (Unit: CNY) | Item Name | Current Period-End Amount (CNY) | Current Period-End % of Total Assets | Prior Year-End Amount (CNY) | Prior Year-End % of Total Assets | Current Period-End vs. Prior Year-End Change (%) | Explanation | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Accounts Receivable | 2,165,312,349.00 | 0.54 | 1,583,640,167.00 | 0.38 | 36.73 | Primarily due to increased project托管 and property receivables | | Short-term Borrowings | 5,188,606,958.82 | 1.30 | 3,479,890,205.21 | 0.83 | 49.10 | Primarily due to increased short-term financing | | Taxes Payable | 862,078,368.11 | 0.22 | 2,039,858,324.11 | 0.49 | -57.74 | Primarily due to decreased corporate income tax payable | Major Asset Restrictions as of the End of the Reporting Period (Unit: CNY) | Item | Balance (CNY) | Reason for Restriction | | :--- | :--- | :--- | | Cash and Cash Equivalents | 785,386,853.26 | Various deposits | | Inventory | 60,134,451,801.31 | Pledged for borrowings | | Investment Properties | 24,022,692,321.85 | Pledged for borrowings | | Fixed Assets | 790,500,369.43 | Pledged for borrowings | | Total | 85,733,031,345.85 | Pledged for borrowings | (4) Analysis of Investment Status The company's long-term equity investments totaled 27.756 billion CNY, with financial assets including stocks, private equity funds, and derivatives, the latter effectively hedging foreign exchange risks - During the reporting period, the company's long-term equity investment balance was 27.756 billion CNY[42] Changes in Financial Assets Measured at Fair Value (Unit: CNY) | Asset Category | Beginning Balance (CNY) | Fair Value Change Gain/Loss for Current Period (CNY) | Cumulative Fair Value Change Recognized in Equity (CNY) | Current Period Purchase Amount (CNY) | Current Period Sale/Redemption Amount (CNY) | Period-End Balance (CNY) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Stocks | 4,219,269.75 | 1,705,884.47 | -77,274.84 | 0 | 0 | 5,847,879.38 | | Private Equity Funds | 17,450,000.00 | 0 | 0 | 0 | 17,450,000.00 | 0 | | Derivative Instruments | 32,826,789.51 | 3,435,046.59 | -29,000,162.31 | 0 | 0 | 36,261,836.10 | | Others | 100,000.00 | 0 | 0 | 0 | 0 | 100,000.00 | | Total | 54,596,059.26 | 5,140,931.06 | -29,000,162.31 | 0 | 17,450,000.00 | 59,659,715.48 | - Forward foreign exchange derivatives investments generated a floating profit of 3.435 million CNY, effectively hedging against foreign exchange rate fluctuation risks[46] Other Disclosure Matters The company faces multiple risks including policy, market, industry, and funding, requiring careful management of regulatory changes, market dynamics, competitive pressures, and liquidity (1) Potential Risks The company faces policy risks from real estate regulation, market risks from supply-demand imbalances and cost increases, industry risks from heightened competition, and funding risks related to liquidity and financing costs - Policy Risk: The real estate industry is highly susceptible to national macroeconomic policies, where policy tightening could impact the company's business operations and product sales[49] - Market Risk: The real estate market is regional, characterized by long development cycles and significant capital investment, with rising raw material and labor costs potentially affecting profitability[50][51] - Industry Risk: The real estate industry is undergoing deep adjustments with a clear polarization, requiring the company to strengthen internal controls, product innovation, and diversification to enhance competitiveness[52] - Funding Risk: Real estate is a capital-intensive industry, necessitating accelerated sales collection, diversified financing channels, and reduced financing costs to ensure cash flow security[53] Corporate Governance, Environment, and Society This section covers changes in the company's board and senior management, profit distribution plans, and efforts in rural revitalization and social responsibility Changes in the Company's Directors and Senior Management During the reporting period, the company experienced changes in its Board Chairman, several directors, and senior management, including the election of independent directors and the appointment and resignation of executives, to optimize corporate governance - Independent Directors Zhang Xuebing and Xie Gang resigned, and Qin Xin and Zhou Tao were elected as independent directors[56] - Executive Vice President Yu Weiguo, Executive Vice President Zhang Chi, and CFO Luo Bin resigned; Zhang Wei and Ye Ning were appointed as Executive Vice Presidents, and Yang Yongjun as CFO[57] - Board Chairman Li Guangning resigned, Guo Lingyong was elected as Board Chairman, and Guo Lingyong resigned from his Executive Vice President position[57] - Director Zhang Yan resigned from his positions as Director and Executive Vice President[58] - Liu Yingzhe and Xiang Yu were elected as company directors[58] Profit Distribution or Capital Reserve Conversion Plan The company proposes a cash dividend of CNY 0.20 per 10 shares (tax inclusive) to all shareholders based on the total share capital registered on the equity registration date for the H1 2025 profit distribution - The company proposes to distribute a cash dividend of CNY 0.20 per 10 shares (tax inclusive) to all shareholders, based on the total share capital registered on the equity registration date for the H1 2025 profit distribution[6][59] - This matter is subject to approval by the shareholders' meeting[59] Specific Details of Work on Consolidating Poverty Alleviation Achievements, Rural Revitalization, etc. The company actively engaged in rural revitalization training and consumer-based poverty alleviation, purchasing 4.937 million CNY in agricultural products from impoverished areas in H1, directly increasing income for poor households - In H1 2025, the company actively organized employees to participate in specialized training on rural revitalization, thoroughly studying and implementing the spirit of the Third Plenary Session of the 20th Central Committee and General Secretary Xi Jinping's important discourses on "agriculture, rural areas, and farmers" work[61] - In H1 2025, the company purchased various specialty agricultural products from impoverished areas through "purchase-as-donation" initiatives, totaling 4.937 million CNY, actively conveying positive energy, demonstrating its role as a state-owned enterprise, and directly increasing income for poor households[62] Significant Matters This section details the company's fulfillment of commitments, absence of illegal guarantees or major litigations, good credit standing, significant related-party transactions, major contracts, use of raised funds, and other important corporate events Fulfillment of Commitments During the reporting period, the controlling shareholder, actual controller, and the company strictly fulfilled various long-term commitments, including share lock-ups, resolving horizontal competition, land idling compensation, and measures to mitigate dilution of immediate returns - Controlling shareholder Zhuhai Huafa Group Co., Ltd. and Zhuhai SASAC have strictly fulfilled all commitments, including share lock-ups, resolving horizontal competition, and compensation liabilities for illegal activities such as land idling[64][65][66][67][68][69][70][71][72] - The company commits that any necessary and unavoidable related-party transactions with Weiye Shares will adhere to market principles and fair prices, strictly following relevant laws, regulations, normative documents, and the company's articles of association for related-party transaction decision-making and information disclosure, ensuring no harm to the legitimate interests of the listed company or other shareholders[73] - The company commits to ensuring that it and its subsidiaries complete payment of Huafa Jinglong's accounts receivable and contract assets aged over one year within three months after the completion of this major asset restructuring[74] - The company commits that Huafa Decoration and Jingsheng Decoration will cease decoration business after completing existing projects and will be disposed of through closure, deregistration, transfer, or modification of business scope to ensure no substantive horizontal competition with Weiye Shares[74] Illegal Guarantees There were no instances of illegal guarantees by the company during the reporting period - During the reporting period, the company had no instances of illegal guarantees[75] Major Litigation and Arbitration Matters The company had no major litigation or arbitration matters during the reporting period - During the reporting period, the company had no major litigation or arbitration matters[75] Explanation of the Credit Status of the Company, its Controlling Shareholder, and Actual Controller During the Reporting Period During the reporting period, the company, its controlling shareholder, and actual controller maintained good credit standing, with no unfulfilled court judgments or significant overdue debts - During the reporting period, the company, its controlling shareholder, and actual controller had no unfulfilled effective court judgments or significant overdue debts[75] Significant Related-Party Transactions The company engaged in various related-party transactions, including routine operations, asset sales, financial services with the group's finance company, and other significant transactions like guarantees and supply chain asset plans (1) Related-Party Transactions Related to Routine Operations The company's routine related-party transactions for 2025 were approved by the Board and shareholders' meeting and are being continuously executed - The company's 2025 routine related-party transactions, including those with controlling shareholder Huafa Group (and its wholly-owned and controlled subsidiaries) and other related parties, were approved at the First Independent Directors' Special Meeting of the Tenth Board of Directors on March 14, 2025, the Fifty-First Meeting of the Tenth Board of Directors, and the 2024 Annual Shareholders' Meeting on April 7, 2025, through the "Proposal on Confirming the Company's 2024 Routine Related-Party Transaction Execution and Estimating 2025 Routine Related-Party Transactions"[76] (2) Related-Party Transactions Involving Asset or Equity Acquisition or Sale The company sold 50% of Huafa Jinglong's equity and 40% of Jiantai Construction's equity to related party Weiye Shares, with both entities meeting their 2024 performance commitments, thus requiring no compensation from the company - The company sold 50% equity of Huafa Jinglong and 40% equity of Jiantai Construction to related party Weiye Shares; Huafa Jinglong and Jiantai Construction have fulfilled their 2024 performance commitments, thus the company is not required to provide compensation[77] (5) Financial Business Between the Company and Related Finance Companies, and Between Company-Controlled Finance Companies and Related Parties The company conducts deposit and loan business with Zhuhai Huafa Group Finance Co., Ltd., with deposit balances of 4.677 billion CNY and loan balances of 5.640 billion CNY at period-end, and has renewed its financial services agreement Deposit Business with Zhuhai Huafa Group Finance Co., Ltd. (Unit: billion CNY) | Related Party | Related Relationship | Maximum Daily Deposit Limit (billion CNY) | Deposit Interest Rate Range | Beginning Balance (billion CNY) | Total Deposits for Current Period (billion CNY) | Total Withdrawals for Current Period (billion CNY) | Period-End Balance (billion CNY) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Zhuhai Huafa Group Finance Co., Ltd. | Associate and under common parent company control | Not exceeding 150 | 0.35%-3% | 6.669 | 248.279 | 250.271 | 4.677 | Loan Business with Zhuhai Huafa Group Finance Co., Ltd. (Unit: billion CNY) | Related Party | Related Relationship | Loan Limit (billion CNY) | Loan Interest Rate Range | Beginning Balance (billion CNY) | Total Loans for Current Period (billion CNY) | Total Repayments for Current Period (billion CNY) | Period-End Balance (billion CNY) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Zhuhai Huafa Group Finance Co., Ltd. | Associate and under common parent company control | 260 | 4.5%-6% | 5.083 | 2.246 | 1.689 | 5.640 | - The company plans to renew its "Financial Services Agreement" with the Group Finance Company, which will provide deposit, loan, settlement, bill, foreign exchange, guarantee, and other financial services approved by the National Financial Regulatory Administration to the company and its subsidiaries; the agreement is valid for three years[84] (6) Other Significant Related-Party Transactions Controlling shareholder Huafa Group plans to provide up to 35 billion CNY in joint liability guarantees for the company's financing, with the company providing counter-guarantees, and the company intends to launch a supply chain asset securitization program of up to 20 billion CNY - Controlling shareholder Huafa Group and shareholder Huafa Comprehensive plan to provide joint liability guarantees for various financing activities of the company and its consolidated subsidiaries, with a guarantee limit of up to 35 billion CNY, and the company will provide corresponding counter-guarantees to Huafa Group within this limit based on specific financing circumstances[85] - The company plans to launch a supply chain asset securitization program, using accounts receivable from suppliers to the company and its subsidiaries as underlying assets, with a total limit of up to 20 billion CNY[86] Major Contracts and Their Performance The company's total external guarantees amounted to 95.109 billion CNY, representing 79.17% of its net assets, primarily for subsidiaries and joint ventures (2) Major Guarantees Performed and Outstanding During the Reporting Period At the end of the reporting period, the company's total guarantees were 95.109 billion CNY, accounting for 79.17% of its net assets, including 88.037 billion CNY for subsidiaries and 7.073 billion CNY for joint ventures Company's Total Guarantee Situation (Unit: ten thousand CNY) | Indicator | Amount (ten thousand CNY) | | :--- | :--- | | Total guarantees incurred during the reporting period (excluding guarantees for subsidiaries) | 884.25 | | Total guarantee balance at period-end (A) (excluding guarantees for subsidiaries) | 707,270.18 | | Total guarantees incurred for subsidiaries during the reporting period | 1,235,562.9 | | Total guarantee balance for subsidiaries at period-end (B) | 8,803,653.07 | | Total Guarantees (A+B) | 9,510,923.25 | | Total guarantees as a percentage of the company's net assets (%) | 79.17 | Explanation of Progress in Use of Raised Funds The company raised 5.042 billion CNY through a private placement, with 4.043 billion CNY invested by period-end, representing an 80.18% progress rate, and also utilized idle funds for temporary working capital (1) Overall Use of Raised Funds The company's net proceeds from private placement were 5.042 billion CNY, with 4.043 billion CNY cumulatively invested by the end of the reporting period, achieving an 80.18% investment progress Overall Use of Raised Funds (Unit: ten thousand CNY) | Source of Raised Funds | Net Raised Funds (1) (ten thousand CNY) | Total Investment Committed in Prospectus or Offering Memorandum (2) (ten thousand CNY) | Total Raised Funds Cumulatively Invested as of Period-End (4) (ten thousand CNY) | Cumulative Investment Progress as of Period-End (%) (6)=(4)/(1) | Amount Invested This Year (8) (ten thousand CNY) | Percentage of Total Raised Funds Invested This Year (%) = (8)/(1) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Private Placement of Shares | 504,237.28 | 525,000.00 | 404,302.85 | 80.18 | 28,015.42 | 5.56 | (2) Details of Projects Funded by Raised Funds Raised funds were allocated to Zhengzhou Huafa Fengjing Garden, Nanjing Yanziji G82, Shaoxing Financial Vitality City, and working capital; Shaoxing project is 100% invested, while Nanjing and Zhengzhou projects show negative returns Detailed Use of Raised Funds (Unit: ten thousand CNY) | Project Name | Planned Total Investment of Raised Funds (1) (ten thousand CNY) | Amount Invested This Year (ten thousand CNY) | Total Raised Funds Cumulatively Invested as of Period-End (2) (ten thousand CNY) | Cumulative Investment Progress (%) (2)/(1) | Benefits or R&D Achievements Realized This Year | | :--- | :--- | :--- | :--- | :--- | :--- | | Zhengzhou Huafa Fengjing Garden Project | 90,000.00 | 5,235.90 | 53,378.04 | 59.31 | -386.71 | | Nanjing Yanziji G82 Project | 114,237.28 | 22,779.52 | 50,924.85 | 44.58 | 4,754.93 | | Shaoxing Financial Vitality City Project | 150,000.00 | 0 | 149,999.96 | 100.00 | 705.23 | | Supplement Working Capital/Repay Loans | 150,000.00 | 0 | 150,000.00 | 100.00 | Not Applicable | (4) Other Uses of Raised Funds During the Reporting Period The company utilized up to 1.33 billion CNY of idle raised funds to temporarily supplement working capital for main business-related project development, with a usage period not exceeding 12 months - On November 4, 2024, the company's 46th Meeting of the Tenth Board of Directors and 25th Meeting of the Tenth Supervisory Board approved the "Proposal on Using Idle Raised Funds to Temporarily Supplement Working Capital," agreeing to use up to 1.33 billion CNY of idle raised funds to temporarily supplement working capital for project development related to the company's main business[98] - The usage period does not exceed 12 months from the date of approval by the Board of Directors[98] Explanation of Other Significant Matters The company undertook various significant actions, including issuing ultra-short-term financing bonds, approving 2024 profit distribution, setting 2025 financing plans, increasing guarantee limits, authorizing investments, providing financial assistance, issuing corporate bonds, establishing a market value management system, and adjusting share repurchase plans and corporate governance - The company plans to apply to the National Association of Financial Market Institutional Investors for registration and issuance of ultra-short-term financing bonds not exceeding 5 billion CNY[99] - 2024 profit distribution plan: a cash dividend of CNY 1.04 per 10 shares (tax inclusive) was distributed to all shareholders on May 26, 2025, based on the total share capital registered on the equity registration date for the 2024 profit distribution[100][101] - According to the company's 2025 operating plan, the company and its subsidiaries at all levels plan to raise financing not exceeding 130 billion CNY in 2025[101] - Based on the company's guarantee balance as of December 31, 2024, the company increased its guarantee limit for subsidiaries by 80 billion CNY and for joint ventures by 20 billion CNY this year[102] - The company's shareholders' meeting authorized the management team to decide and carry out direct real estate investments and other related industry direct investments within a total limit not exceeding 50 billion CNY[103] - Adjustment to the company's share repurchase plan: due to the implementation of the 2024 equity distribution, the upper limit for the share repurchase price was adjusted from CNY 9.83 per share (inclusive) to CNY 9.73 per share (inclusive), effective May 26, 2025[108] - As of July 31, 2025, the company had cumulatively repurchased 23.77 million shares through centralized bidding on the Shanghai Stock Exchange trading system, representing 0.864% of the company's current total share capital, with a total repurchase amount of 119.76 million CNY (excluding stamp duty, transaction commissions, etc.)[109] - The company's subsidiary, Shenzhen Ronghua Land Investment Co., Ltd., received a letter from the Shenzhen Land Reserve Center, stating its intention to repurchase 7 commercial land plots of the Qianhai Ice and Snow World project held by Ronghua Land for 4.405 billion CNY (including deed tax borne by the government for this repurchase)[110] - The company plans to abolish the Supervisory Board, with the Audit Committee exercising its functions, and will revise the "Articles of Association of Zhuhai Huafa Industrial Co., Ltd." and its appendices "Rules of Procedure for Shareholders' Meetings" and "Rules of Procedure for the Board of Directors" accordingly, while repealing the "Rules of Procedure for the Supervisory Board"[111] - The company received the "Approval on the Registration of Zhuhai Huafa Industrial Co., Ltd. to Issue Convertible Corporate Bonds to Specific Objects" (CSRC Permit [2025] No. 1644) issued by the China Securities Regulatory Commission[112] Share Changes and Shareholder Information This section details changes in the company's share capital, including the reduction of restricted shares and increase in unrestricted shares, and provides an overview of shareholder structure Changes in Share Capital During the reporting period, restricted shares decreased by 180.91 million shares, while unrestricted tradable shares increased by the same amount, with total share capital remaining unchanged, primarily due to the listing of controlling shareholder's restricted shares (1) Table of Share Changes Restricted shares decreased by 180.91 million shares, and unrestricted tradable shares increased by 180.91 million shares, while total share capital remained constant Table of Share Changes (Unit: shares) | Share Category | Quantity Before Change (shares) | Percentage Before Change (%) | Increase/Decrease in This Change (Net) (shares) | Quantity After Change (shares) | Percentage After Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 180,911,500 | 6.57 | -180,911,500 | 0 | 0 | | II. Unrestricted Tradable Shares | 2,571,240,616 | 93.43 | 180,911,500 | 2,752,152,116 | 100 | | III. Total Shares | 2,752,152,116 | 100 | 0 | 2,752,152,116 | 100 | (2) Explanation of Share Changes The decrease in restricted shares and increase in unrestricted tradable shares resulted from the listing of Zhuhai Huafa Group Co., Ltd.'s restricted shares on May 6, 2025 - Restricted shares held by Zhuhai Huafa Group Co., Ltd. became tradable on May 6, 2025[117] (3) Changes in Restricted Shares Zhuhai Huafa Group Co., Ltd.'s 180.91 million restricted shares were released during the reporting period, resulting in zero restricted shares at period-end Changes in Restricted Shares (Unit: shares) | Shareholder Name | Restricted Shares at Beginning of Period (shares) | Restricted Shares Released During Reporting Period (shares) | Restricted Shares Increased During Reporting Period (shares) | Restricted Shares at Period-End (shares) | Reason for Restriction | Date of Release | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Zhuhai Huafa Group Co., Ltd. | 180,911,500 | 180,911,500 | 0 | 0 | Subscription for shares issued to specific objects | 2025-5-6 | | Total | 180,911,500 | 180,911,500 | 0 | 0 | / | / | Shareholder Information As of the reporting period end, the company had 55,578 common shareholders, with Zhuhai Huafa Group Co., Ltd. being the largest shareholder, holding 26.34% with no restricted shares (1) Total Number of Shareholders As of the end of the reporting period, the total number of common shareholders was 55,578 - Total number of common shareholders as of the end of the reporting period: 55,578[121] (2) Table of Shareholdings of Top Ten Shareholders and Top Ten Tradable Shareholders (or Unrestricted Shareholders) as of the End of the Reporting Period Zhuhai Huafa Group Co., Ltd. is the largest shareholder with 26.34% of shares and no restricted shares; the top ten shareholders include several state-owned legal entities and social security funds Shareholding of Top Ten Shareholders (Unit: shares) | Shareholder Name | Period-End Shareholding (shares) | Percentage (%) | Number of Restricted Shares Held (shares) | Share Status | Shareholder Nature | | :--- | :--- | :--- | :--- | :--- | :--- | | Zhuhai Huafa Group Co., Ltd. | 724,967,983 | 26.34 | 0 | Unrestricted | State-owned Legal Entity | | Wang Xiujuan | 66,946,575 | 2.43 | 0 | Unrestricted | Domestic Natural Person | | Central Huijin Asset Management Co., Ltd. | 64,827,120 | 2.36 | 0 | Unrestricted | State-owned Legal Entity | | National Social Security Fund 413 Portfolio | 64,551,056 | 2.35 | 0 | Unrestricted | Other | | Zhuhai Huafa Comprehensive Development Co., Ltd. | 48,877,280 | 1.78 | 0 | Unrestricted | State-owned Legal Entity | | Huajin Securities - Zhuhai Huafa Comprehensive Development Co., Ltd. - Huajin Securities Ronghui No. 314 Single Asset Management Plan | 42,000,000 | 1.53 | 0 | Unrestricted | Other | | Agricultural Bank of China Co., Ltd. - CSI 500 ETF | 32,823,203 | 1.19 | 0 | Unrestricted | Other | | Li Chenglin | 29,040,171 | 1.06 | 0 | Unrestricted | Domestic Natural Person | | Industrial and Commercial Bank of China Co., Ltd. - Southern CSI All-Share Real Estate ETF | 28,093,485 | 1.02 | 0 | Unrestricted | Other | | National Social Security Fund 112 Portfolio | 25,887,200 | 0.94 | 0 | Unrestricted | Other | Bond-Related Information This section provides details on the company's corporate bonds and debt financing instruments, including adjustments to coupon rates, investor put options, and the use of raised funds Corporate Bonds (Including Enterprise Bonds) and Non-Financial Enterprise Debt Financing Instruments The company has multiple outstanding corporate bonds and debt financing instruments, with several bonds triggering issuer's coupon rate adjustment and investor put options during the reporting period, which were subsequently handled (1) Corporate Bonds (Including Enterprise Bonds) Several corporate bonds, including “21 Huafa 01,” “22 Huafa 02,” and “23 Huafa 03,” triggered issuer's coupon rate adjustment and investor put options during the reporting period, with some repurchased and fully resold - “21 Huafa 01” triggered the issuer's option to adjust the coupon rate and investor put option; the issuer chose to adjust the coupon rate to 2.70%, with no investors exercising the put option[130] - “22 Huafa 02” triggered the issuer's option to adjust the coupon rate and investor put option; the issuer chose to adjust the coupon rate to 3.20%, with some investors exercising the put option, and the repurchased amount of 180 million CNY was fully resold[131] - “23 Huafa 03” triggered the issuer's option to adjust the coupon rate and investor put option; the issuer chose to adjust the coupon rate to 2.90%, with some investors exercising the put option, and the repurchased amount of 450 million CNY was fully resold[132] (2) Corporate Bond Raised Funds Situation The “Huafa 25 01” bond raised 1.58 billion CNY, which, after deducting issuance fees, was entirely used to repay the principal of maturing corporate bonds (“20 Huafa 02”), consistent with the prospectus - The proceeds from the “Huafa 25 01” bond, after deducting issuance expenses, are intended to be fully used to repay the principal of maturing corporate bonds (20 Huafa 02)[135][136] - The use of raised funds and management of the raised funds account are compliant with local government debt management regulations[137] (4) Important Matters Regarding Corporate Bonds During the Reporting Period No overdue non-operating receivables or intercompany loans were reported; the company's consolidated interest-bearing debt totaled 142.955 billion CNY, with corporate credit bonds accounting for 18.44% and bank loans for 38.22% - During the reporting period, there were no instances of non-operating receivables or intercompany loans violating the relevant agreements or commitments in the prospectus[138] Company's Consolidated Interest-Bearing Debt Structure (Unit: billion CNY) | Interest-Bearing Debt Category | Overdue within 1 Year (inclusive) (billion CNY) | Overdue beyond 1 Year (exclusive) (billion CNY) | Total Amount (billion CNY) | Percentage of Total Interest-Bearing Debt (%) | | :--- | :--- | :--- | :--- | :--- | | Corporate Credit Bonds | 2.834 | 23.523 | 26.357 | 18.44 | | Bank Loans | 7.687 | 46.955 | 54.641 | 38.22 | | Non-Bank Financial Institution Loans | 5.724 | 12.364 | 18.088 | 12.65 | | Other Interest-Bearing Debts | 5.652 | 38.217 | 43.869 | 30.69 | | Total | 21.897 | 121.058 | 142.955 | — | - As of the end of the reporting period, the company had zero outstanding offshore bonds issued within its consolidated financial statement scope[143] (5) Non-Financial Enterprise Debt Financing Instruments in the Interbank Bond Market The company has multiple outstanding medium-term notes and ultra-short-term financing bonds, with several medium-term notes triggering issuer's coupon rate adjustment and investor put options during the reporting period, which were subsequently repurchased and either fully cancelled or resold - “21 Huafa Industrial PPN001” triggered the issuer's option to adjust the coupon rate and investor put option; the issuer chose to adjust the coupon rate to 0.50%, with the repurchased amount of 72 million CNY fully cancelled[149] - “23 Huafa Industrial MTN001” triggered the issuer's option to adjust the coupon rate and investor put option; the issuer chose to adjust the coupon rate to 3.30%, with the repurchased amount of 460 million CNY fully resold[150] - “23 Huafa Industrial MTN002 (M&A)” triggered the issuer's option to adjust the coupon rate and investor put option; the issuer chose to adjust the coupon rate to 3.20%, with the repurchased amount of 160 million CNY fully resold[151] - “21 Huafa Industrial MTN002” triggered the issuer's option to adjust the coupon rate and investor put option; the issuer chose to adjust the coupon rate to 2.50%, with the repurchased amount of 210 million CNY fully resold[151] - “22 Huafa Industrial MTN001A” triggered the issuer's option to adjust the coupon rate and investor put option; the issuer chose to adjust the coupon rate to 2.90%, with the repurchased amount of 380 million CNY fully resold[152] - “22 Huafa Industrial MTN002A” triggered the issuer's option to adjust the coupon rate and investor put option; the issuer chose to adjust the coupon rate to 2.68%, with the repurchased amount of 130 million CNY fully resold[153] (7) Key Accounting Data and Financial Indicators At period-end, the company's current and quick ratios improved, while the asset-liability ratio slightly decreased; net profit excluding non-recurring items significantly dropped by 87.15%, but the cash interest coverage ratio substantially increased Key Accounting Data and Financial Indicators (Unit: CNY) | Key Indicator | Current Period-End | Prior Year-End | Current Period-End vs. Prior Year-End Change (%) | | :--- | :--- | :--- | :--- | | Current Ratio | 2.09 | 1.99 | 5.03 | | Quick Ratio | 0.62 | 0.58 | 6.90 | | Asset-Liability Ratio (%) | 69.91 | 70.26 | Decrease of 0.35 percentage points | | Current Period (Jan-Jun) | Prior Year Period | Current Period vs. Prior Year Period Change (%) | | | Net Profit Excluding Non-recurring Gains and Losses | 152,237,122.65 | 1,185,026,266.36 | -87.15 | | EBITDA to Total Debt Ratio (%) | 1.63 | 1.76 | Decrease of 0.13 percentage points | | Interest Coverage Ratio | 1.26 | 1.27 | -0.79 | | Cash Interest Coverage Ratio | 4.39 | 1.59 | 176.10 | | EBITDA Interest Coverage Ratio | 1.32 | 1.33 | -0.75 | | Loan Repayment Rate (%) | 100 | 100 | - | | Interest Payment Rate (%) | 100 | 100 | - | Financial Report This section presents the company's comprehensive financial statements, including balance sheets, income statements, and statements of changes in equity, along with detailed notes on accounting policies, tax items, and financial instrument risks Financial Statements This section includes the consolidated and parent company balance sheets, income statements, and statements of changes in owners' equity, reflecting the company's financial position and operating results for H1 2025 - The consolidated balance sheet shows total assets of 399.241 billion CNY and net assets attributable to listed company shareholders of 19.323 billion CNY at period-end[161] - The consolidated income statement shows total operating revenue of 38.199 billion CNY and net profit attributable to parent company shareholders of 171.91 million CNY for the current period[166][168] Company Basic Information Zhuhai Huafa Industrial Co., Ltd., listed on the Shanghai Stock Exchange in 2004, is primarily engaged in real estate development and related businesses, with Zhuhai SASAC as its ultimate controller, and its consolidated financial statements include 780 subsidiaries - Zhuhai Huafa Industrial Co., Ltd., formerly Zhuhai SEZ Huafa Real Estate Company, a wholly-owned subsidiary of Zhuhai Huafa Group Co., Ltd., listed its A-shares on the Shanghai Stock Exchange on February 25, 2004[186] - Legal Representative: Guo Lingyong; Ultimate Controller: Zhuhai Municipal People's Government State-owned Assets Supervision and Administration Commission[187] - Business scope: real estate development and operation; sales agency; building materials sales; architectural decoration materials sales; metal materials sales; hardware product wholesale; hardware product retail; chemical product sales (excluding licensed chemical products); non-residential real estate leasing[187] - A total of 780 subsidiaries and the head office were included in the scope of consolidated financial statements for this period, an increase of 23 and a decrease of 35 compared to the previous period[187] Basis of Financial Statement Preparation The company's financial statements are prepared on a going concern basis, adhering to Enterprise Accounting Standards and CSRC regulations, with no significant doubts identified regarding its ability to continue as a going concern - The company's financial statements are prepared on a going concern basis, in accordance with the "Enterprise Accounting Standards" issued by the Ministry of Finance and the "Information Disclosure Rules for Companies Issuing Securities Publicly No. 15 – General Provisions for Financial Reports (Revised 2023)" issued by the China Securities Regulatory Commission[188][190] - The company evaluated its ability to continue as a going concern for 12 months from the end of the reporting period and found no matters or circumstances raising significant doubt about its going concern ability[191] Significant Accounting Policies and Estimates This section details the company's accounting policies and estimates for business combinations, consolidated financial statements, financial instruments, inventories, contract assets, investment properties, fixed assets, intangible assets, borrowing costs, employee compensation, provisions, share-based payments, revenue recognition, government grants, deferred income tax, and leases - The company classifies business combinations into under common control and not under common control, applying different accounting methods accordingly[199][201] - Financial assets are classified into three categories based on business model and contractual cash flow characteristics: measured at amortized cost, measured at fair value with changes recognized in other comprehensive income, and measured at fair value with changes recognized in profit or loss[227][228][230][232][233][234] - The company's inventory is divided into real estate development and non-development categories; real estate development inventory includes development products and development costs, initially measured at actual cost, and valued using the specific identification method upon issuance[260][262] - The company recognizes revenue when it satisfies a performance obligation in a contract, which is when the customer obtains control of the related goods or services[332] - The company uses the fair value model for subsequent measurement of investment properties and does not depreciate or amortize them[288] Taxation The company's main taxes include VAT, urban maintenance and construction tax, education surcharges, enterprise income tax, land value-added tax, and property tax, with enterprise income tax rates primarily 25%, and 12% or 16.5% for some overseas subsidiaries Main Tax Categories and Rates | Tax Category | Tax Basis | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax | Balance after deducting input tax from output tax | 3%, 5%, 6%, 9%, 13% | | Urban Maintenance and Construction Tax | Based on turnover tax payable | 5%, 7% | | Education Surcharge | Based on turnover tax payable | 3% | | Local Education Surcharge | Based on turnover tax payable | 1%, 1.5%, 2% | | Enterprise Income Tax | Taxable income | Note 1 (primarily 25%, some overseas subsidiaries 12% or 16.5%) | | Land Value-Added Tax | Real estate sales revenue - deductible items | Progressive rates from 30%-60% | | Property Tax | Based on value or rental income | 1.2%, 12% | Notes to Consolidated Financial Statement Items This section provides detailed explanations of the composition, period-end balances, beginning balances, and changes for various consolidated financial statement items, including assets, liabilities, equity, income, costs, expenses, and cash flows - Cash and cash equivalents balance at period-end was 29.421 billion CNY, of which 785.39 million CNY was restricted cash[366] - Accounts receivable book balance at period-end was 2.381 billion CNY, with a bad debt provision of 216.11 million CNY[380] - Inventory book value at period-end was 230.989 billion CNY, including development costs of 148.909 billion CNY and development products of 81.853 billion CNY[405] - Long-term equity investment book value at period-end was 27.756 billion CNY, comprising 12.331 billion CNY in joint ventures and 15.425 billion CNY in associates[415] - Investment property fair value at period-end was 30.406 billion CNY, of which 24.023 billion CNY was pledged as collateral for borrowings[420][421] - Short-term borrowings balance at period-end was 5.189 billion CNY, an increase of 49.10% from the beginning of the period[447] - Contract liabilities balance at period-end was 67.818 billion CNY, primarily consisting of advance receipts for property sales[455] - Long-term borrowings balance at period-end was 80.963 billion CNY, and bonds payable balance was 23.523 billion CNY[474][476] - Current period operating revenue was 38.199 billion CNY, a 53.46% year-on-year increase; operating cost was 32.791 billion CNY, a 58.22% year-on-year increase[492] - Net profit attributable to parent company shareholders was 171.91 million CNY, a 86.41% year-on-year decrease[168] R&D Expenses During the reporting period, the company's total R&D expenditure was 33.51 million CNY, entirely expensed, primarily comprising labor costs R&D Expenses by Nature of Expense (Unit: CNY) | Item | Current Period Amount (CNY) | Prior Period Amount (CNY) | | :--- | :--- | :--- | | Labor Costs | 26,320,413.40 | 28,161,093.02 | | Outsourcing Fees | 1,034,653.78 | 3,918,444.49 | | Others | 6,156,850.91 | 2,092,476.33 | | Total | 33,511,918.09 | 34,172,013.84 | | Of which: Expensed R&D | 33,511,918.09 | 29,827,512.88 | | Capitalized R&D | 0 | 4,344,500.96 | Changes in Consolidation Scope During the reporting period, the company acquired 100% equity of Zhuhai Jiuzhou Modern Service Co., Ltd. through a business combination under common control, established 22 new subsidiaries, and liquidated 35 subsidiaries, resulting in significant changes to the consolidation scope - The company's subsidiary, Huafa Property Services Co., Ltd., acquired 100% equity of Zhuhai Jiuzhou Modern Service Co., Ltd. from Zhuhai Jiuzhou Culture and Tourism Investment Holding Co., Ltd. for 49.53 million CNY, constituting a business combination under common control[539] - This period saw the establishment of 22 new subsidiaries, including Huafa Clubhouse Management (Zhuhai) Co., Ltd. and Chengdu Huajin Tianchen Real Estate Development Co., Ltd.[545] - This period saw the liquidation and deregistration of 35 subsidiaries, including Wuhan Huafa Hongsheng Real Estate Development Co., Ltd. and Beijing Huayi Real Estate Co., Ltd.[546][547] Interests in Other Entities The company holds interests in 49 important subsidiaries, including Zhuhai Haichuan Real Estate Co., Ltd. as a significant non-wholly owned subsidiary, and increased its stakes in several entities through minority shareholder acquisitions, alongside various joint ventures and associates - The company has 49 important subsidiaries, with Zhuhai Haichuan Real Estate Co., Ltd. being a significant non-wholly owned subsidiary, where minority shareholders hold 49.8% equity[551][552] - The company increased its equity stakes in Hangzhou Huajing Real Estate Co., Ltd., Shanghai Tangxiao Real Estate Development Co., Ltd., Taicang Huateng Real Estate Development Co., Ltd., and Taicang Huapeng Business Consulting Co., Ltd. through the acquisition of minority shareholder equity[554] - The company holds significant interests in joint ventures and associates, including Chengdu Huajin Minghong Industrial Co., Ltd.[556] Government Grants During the reporting period, government grants recognized in profit or loss totaled 5.043 million CNY, primarily comprising fiscal support subsidies, policy-related subsidies, and fiscal interest subsidies Government Grants Recognized in Profit or Loss (Unit: CNY) | Type | Grant Project | Current Period Amount (CNY) | Prior Period Amount (CNY) | | :--- | :--- | :--- | :--- | | Income-related | Fiscal Support Subsidies | 3,819,832.98 | 11,964,060.60 | | Income-related | Policy-related Subsidies | 120,000.00 | 531,600.00 | | Income-related | Fiscal Interest Subsidies | 745,381.00 | 235,490.49 | | Income-related | Others | 357,796.63 | 383,795.34 | | Total | / | 5,043,010.61 | 13,114,946.43 | Risks Related to Financial Instruments The company manages credit, liquidity, and market risks (currency and interest rate) through credit policies, cash reserve management, and interest rate monitoring; significant currency fluctuations could impact net profit by 311.50 million CNY, and interest rate changes by 165.41 million CNY - Credit risk primarily arises from cash and cash equivalents, accounts receivable, other receivables, and other current assets, which the company manages through appropriate credit policies and continuous monitoring[563] - Liquidity risk is managed by the company's treasury department through continuous monitoring of short-term and long-term funding needs, ensuring ample cash reserves are maintained[565] - Exchange rate risk primarily stems from financial assets and liabilities denominated in USD and HKD; a 10% appreciation or depreciation of the CNY against the USD and HKD would decrease or increase the company's net profit by approximately 311.50 million CNY[568][569] - Interest rate risk primarily arises from bank and other financial institution borrowings; a 50 basis point increase or decrease in floating-rate borrowing interest rates would decrease or increase the company's net profit and shareholders' equity by approximately 165.41 million CNY[571][572] Fair Value Disclosure Assets measured at fair value include trading financial assets, other equity instrument investments, and investment properties, with fair values determined using active market quotes or valuation techniques Fair Value of Assets and Liabilities Measured at Fair Value at Period-End (Unit: CNY) | Item | Level 1 Fair Value Measurement (CNY) | Level 2 Fair Value Measurement (CNY) | Level 3 Fair Value Measurement (CNY) | Total (CNY) | | :--- | :--- | :--- | :--- | :--- | | I. Recurring Fair Value Measurement | | | | | | (I) Trading Financial Assets | 5,847,879.38 | 0 | 53,711,836.10 | 59,559,715.48 | | (2) Equity Instrument Investments | 5,847,879.38 | 0 | 17,450,000.00 | 23,297,879.38 | | (3) Derivative Financial Assets | 0 | 0 | 36,261,836.10 | 36,261,836.10 | | (III) Other Equity Instrument Investments | 0 | 0 | 100,000.00 | 100,000.00 | | (IV) Investment Properties | 0 | 0 | 30,406,036,831.32 | 30,406,036,831.32 | | Total Assets Measured at Fair Value on a Recurring Basis | 5,847,879.38 | 0 | 30,459,848,667.42 | 30,465,696,546.80 | - Investment properties are valued using the rental income model or market approach, with fair values assessed by professional appraisal institutions[577] - The fair value of derivative financial assets/liabilities is determined by reference to market quotations from external financial institutions[577] Related Parties and Related-Party Transactions This section details the company's parent company, subsidiaries, joint ventures, associate