Company Information and Financial Summary This section provides an overview of Gemdale Properties and Investment Corporation Limited's basic information and key financial highlights for the six months ended June 30, 2025 Company Basic Information Gemdale Properties and Investment Corporation Limited announced its unaudited interim results for the six months ended June 30, 2025 - Company name: Gemdale Properties and Investment Corporation Limited2 - Reporting period: Unaudited interim results for the six months ended June 30, 202524 Financial Summary For the six months ended June 30, 2025, revenue significantly increased by 97% to RMB 6.468 billion, and gross profit rose by 67%, yet the company reported a loss after tax and a loss attributable to owners, with basic and diluted loss per share of RMB 0.0607, while cash and bank balances, total assets, and net assets decreased H1 2025 Financial Summary | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 6,467,765 | 3,286,864 | +97 | | Gross Profit | 931,231 | 557,414 | +67 | | Other Income and Gains | 195,699 | 354,290 | -45 | | Share of Results of Joint Ventures and Associates | (128,188) | (1,362,678) | -91 | | Loss After Tax | (867,090) | (2,152,232) | -60 | | Loss Attributable to Owners of the Company | (1,008,189) | (2,179,099) | -54 | | Loss Per Share Attributable to Owners of the Company (RMB) | (0.0607) | (0.1312) | -54 | | Cash and Bank Balances (including restricted cash) | 2,780,456 | 3,913,093 | -29 | | Total Assets | 67,611,308 | 75,991,941 | -11 | | Net Assets | 20,295,445 | 21,062,660 | -4 | Condensed Consolidated Financial Statements This section presents the condensed consolidated financial statements, including the statement of profit or loss, comprehensive income, and financial position, for the reporting period Condensed Consolidated Statement of Profit or Loss For the six months ended June 30, 2025, revenue surged by 97% to RMB 6.468 billion and gross profit increased by 67%, but despite reduced finance costs and share of losses from joint ventures and associates, a significant increase in impairment of trade receivables led to a 60% narrower loss for the period, totaling RMB 867.09 million Key Data from Condensed Consolidated Statement of Profit or Loss | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 6,467,765 | 3,286,864 | +97 | | Gross Profit | 931,231 | 557,414 | +67 | | Other Income and Gains | 195,699 | 354,290 | -45 | | Finance Costs | (493,843) | (613,054) | -19.5 | | Impairment of Trade and Other Receivables | (773,938) | (281,719) | +174.7 | | Share of Results of Joint Ventures and Associates | (128,188) | (1,362,678) | -90.6 | | Loss for the Period | (867,090) | (2,152,232) | -59.7 | | Loss Attributable to Owners of the Company | (1,008,189) | (2,179,099) | -53.8 | Condensed Consolidated Statement of Comprehensive Income For the six months ended June 30, 2025, total comprehensive loss significantly narrowed by 66.8% to RMB 744.15 million, primarily due to a reduced loss for the period and a favorable swing in exchange differences on translating foreign operations from loss to gain Key Data from Condensed Consolidated Statement of Comprehensive Income | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Loss for the Period | (867,090) | (2,152,232) | -59.7 | | Exchange Differences on Translating Foreign Operations | 219,215 | (145,237) | From loss to gain | | Total Comprehensive Loss for the Period | (744,149) | (2,241,172) | -66.8 | | Total Comprehensive Loss Attributable to Owners of the Company | (885,989) | (2,255,659) | -60.7 | Condensed Consolidated Statement of Financial Position As of June 30, 2025, total assets decreased by 11% to RMB 67.611 billion and net assets declined by 4% to RMB 20.295 billion, with notable changes including a decrease in investments in joint ventures and associates, a significant increase in properties held for sale, and an improvement in net current assets Key Data from Condensed Consolidated Statement of Financial Position | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Total Non-current Assets | 39,983,649 | 41,575,049 | -3.8 | | Investment Properties | 19,859,473 | 19,799,320 | +0.3 | | Investments in Joint Ventures | 11,946,749 | 12,766,092 | -6.5 | | Investments in Associates | 5,521,191 | 6,482,131 | -14.8 | | Total Current Assets | 27,627,659 | 34,416,892 | -19.7 | | Properties Held for Sale | 7,602,234 | 4,963,180 | +53.2 | | Properties Under Development | 5,492,290 | 12,981,354 | -57.7 | | Cash and Bank Balances | 1,247,386 | 1,821,303 | -31.5 | | Total Current Liabilities | 24,292,484 | 31,348,063 | -22.5 | | Net Current Assets | 3,335,175 | 3,068,829 | +8.7 | | Net Assets | 20,295,445 | 21,062,660 | -3.6 | | Total Equity | 20,295,445 | 21,062,660 | -3.6 | Notes to the Financial Statements This section details the basis of preparation, accounting policies, segment information, and specific financial items, providing context for the condensed consolidated financial statements Basis of Preparation and Accounting Policies The interim financial information is prepared in accordance with HKAS 34 and should be read in conjunction with the 2024 annual financial statements, with no significant impact from newly adopted HKFRS amendments - The condensed consolidated interim financial information is prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting"10 - Newly adopted amendments to Hong Kong Financial Reporting Standards, including HKAS 21 "Lack of Exchangeability", had no significant impact on the condensed consolidated interim financial information1112 Operating Segment Information The Group operates in three reportable segments: property development, property investment and management, and corporate expenses and others, with property development accounting for 90% of revenue but incurring a loss, while property investment and management generated profit, and over 90% of the Group's revenue and assets are located in mainland China - The Group has three reportable operating segments: property development, property investment and management, and corporate expenses and others1316 - Over 90% of the Group's revenue and assets are located in mainland China, thus no further geographical segment information is presented14 - Neither in the current nor prior period did revenue from a single external customer account for 10% or more of the Group's total revenue15 H1 2025 Segment Revenue and Performance | Segment | Revenue (RMB thousands) | Share (%) | Performance (RMB thousands) | | :--- | :--- | :--- | :--- | | Property Development | 5,837,347 | 90 | (686,212) | | Property Investment and Management | 630,418 | 10 | 253,299 | | Corporate Expenses and Others | - | 0 | (60,075) | | Total | 6,467,765 | 100 | (492,988) | Revenue, Other Income and Gains For the six months ended June 30, 2025, total revenue significantly increased by 97% to RMB 6.468 billion, primarily driven by property sales, while other income and gains decreased by 45% to RMB 195.70 million, mainly due to reduced interest and consultancy service income Revenue Composition and Year-on-Year Change | Revenue Source | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Property Sales | 5,590,773 | 2,622,288 | +113.2 | | Decoration Engineering Income | 246,574 | 10,737 | +2196.5 | | Property Management Fee Income | 142,436 | 160,362 | -11.2 | | Gross Rental Income | 475,529 | 481,024 | -1.1 | | Total Revenue | 6,467,765 | 3,286,864 | +96.8 | | Other Income and Gains | 195,699 | 354,290 | -44.8 | | Interest Income from Related Parties | 1,957 | 66,379 | -97.0 | | Consultancy Service Income | 119,562 | 147,560 | -19.0 | - Property sales revenue was the primary growth driver, increasing from RMB 2.622 billion in 2024 to RMB 5.591 billion in 202519 - The decrease in other income and gains was mainly due to a decline in interest income (especially from related parties) and consultancy service income19 Finance Costs For the six months ended June 30, 2025, finance costs decreased by 19.5% year-on-year to RMB 493.84 million, primarily due to reduced interest on bank and related party loans, alongside an increase in capitalized interest Finance Costs Composition and Year-on-Year Change | Finance Cost Item | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Interest on Bank Loans | 241,263 | 244,039 | -1.1 | | Interest on Related Party Loans | 394,208 | 473,680 | -16.8 | | Total Finance Costs Incurred | 652,409 | 742,258 | -12.1 | | Less: Capitalized Interest | (158,566) | (129,204) | +22.7 | | Net Finance Costs | 493,843 | 613,054 | -19.5 | - Capitalized interest increased, with interest capitalized for properties under development rising from RMB 112 million in 2024 to RMB 142 million in 202520 Impairment of Trade and Other Receivables For the six months ended June 30, 2025, impairment of trade and other receivables significantly increased by 174.7% to RMB 773.94 million, mainly due to substantial impairment provisions made for amounts due from joint ventures and associates, driven by large impairment losses on their property inventories Impairment of Trade and Other Receivables Composition and Year-on-Year Change | Impairment Item | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Loans and Other Receivables, Net | 40,718 | 69,344 | -41.3 | | Amounts Due from Joint Ventures and Associates | 733,220 | 212,375 | +245.3 | | Total Impairment | 773,938 | 281,719 | +174.7 | - Impairment of amounts due from joint ventures and associates significantly increased, primarily due to large impairment losses on property inventories held by these companies21 Loss Before Tax For the six months ended June 30, 2025, loss before tax narrowed by 57.9% to RMB 967.57 million, influenced by increased cost of property sales and impairment of receivables, but also by significantly reduced depreciation of right-of-use assets and employee benefit expenses, and the recognition of a net loss on disposal of joint ventures and associates Main Factors Affecting Loss Before Tax | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Cost of Property Sales | 5,189,186 | 2,446,254 | +112.1 | | Fair Value Change of Investment Properties—Right-of-Use Assets | 101,947 | 72,106 | +41.4 | | Impairment of Trade and Other Receivables, Net | 773,938 | 281,719 | +174.7 | | Net Loss on Disposal of Joint Ventures and Associates | 29,161 | - | New | | Depreciation of Right-of-Use Assets (Net) | 543 | 3,588 | -84.9 | | Total Employee Benefit Expenses | 290,108 | 372,771 | -22.2 | | Foreign Exchange Loss/(Gain), Net | 94,594 | (1,993) | From gain to loss | | Loss Before Tax | (967,571) | (2,298,117) | -57.9 | - Employee benefit expenses (including wages, salaries, and retirement scheme contributions) decreased by 22.2% year-on-year22 - A net loss on disposal of joint ventures and associates of RMB 29.161 million was recognized during the period22 Taxation For the six months ended June 30, 2025, total taxation was a negative RMB 100.48 million, shifting from an expense to a gain year-on-year, primarily due to significant deferred tax gains and a reversal of land appreciation tax from expense to gain Taxation Composition and Year-on-Year Change | Tax Item | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | PRC Corporate Income Tax (Expense for the Period) | 190,639 | 129,002 | +47.8 | | PRC Land Appreciation Tax | 15,351 | (142,147) | From gain to expense | | Deferred Tax | (313,269) | (133,406) | +134.8 | | Total | (100,481) | (145,885) | -31.1 | - The Group had no assessable profits in Hong Kong for the period, thus no Hong Kong profits tax provision was made23 - Land appreciation tax provision is estimated in accordance with relevant PRC laws and regulations23 Loss Per Share For the six months ended June 30, 2025, both basic and diluted loss per share attributable to owners of the company were RMB 0.0607, narrowing by 53.8% year-on-year due to a reduced loss attributable to owners, with basic and diluted losses being identical as there were no outstanding share options Loss Per Share Data | Indicator | 2025 (RMB) | 2024 (RMB) | Change (%) | | :--- | :--- | :--- | :--- | | Basic Loss Per Share | (0.0607) | (0.1312) | -53.8 | | Diluted Loss Per Share | (0.0607) | (0.1312) | -53.8 | - Loss per share is calculated based on the loss attributable to owners of the company and the weighted average number of 16,613,686,827 ordinary shares outstanding during the period2528 - Basic and diluted loss per share were the same for H1 2025 as there were no outstanding share options26 Trade Receivables As of June 30, 2025, total trade receivables amounted to RMB 75.924 million, a 28.3% decrease from the end of 2024, reflecting the company's strict control over receivables and absence of excessive credit risk concentration Aging Analysis of Trade Receivables | Aging | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Within 1 month | 18,468 | 41,935 | -55.9 | | 1 to 3 months | 35,275 | 42,833 | -17.6 | | Over 3 months | 22,181 | 21,179 | +4.7 | | Total | 75,924 | 105,947 | -28.3 | - Trade receivables primarily consist of rental and property management fees, with an average credit period of one month, non-interest bearing and unsecured30 Trade Payables As of June 30, 2025, total trade payables were RMB 4.256 billion, a 11.9% decrease from the end of 2024, which are non-interest bearing and typically settled within an average of one month Aging Analysis of Trade Payables | Aging | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Within 1 month | 3,191,322 | 3,574,109 | -10.8 | | 1 to 3 months | 264,607 | 285,222 | -7.2 | | Over 3 months | 800,106 | 966,915 | -17.3 | | Total | 4,256,035 | 4,826,246 | -11.9 | - Trade payables are non-interest bearing and typically settled within an average of one month32 Financial and Business Review This section provides an in-depth analysis of the Group's financial performance and business operations for the period, including interim dividend policy, detailed performance analysis, segment performance, and shareholder equity Interim Dividend The Board of Directors does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board of Directors does not recommend the payment of an interim dividend for the six months ended June 30, 2025 (2024: nil)33 H1 2025 Performance Analysis In H1 2025, revenue significantly grew by 97% to RMB 6.468 billion, driven by increased property sales, while other income and gains decreased by 45%, finance costs dropped by 19.5%, and impairment of trade receivables surged by 174.7% due to joint venture property inventory impairment, resulting in a 53.8% narrower loss attributable to owners of RMB 1.008 billion - Revenue increased by 97% from RMB 3.287 billion in the same period of 2024 to RMB 6.468 billion in 2025, primarily due to increased recognition of property sales revenue35 - Other income and gains decreased by 45% to RMB 196 million, mainly due to a reduction of RMB 98.4 million in interest income and RMB 28 million in consultancy service income35 - Finance costs decreased by 19.5% to RMB 494 million, primarily due to repayment of some bank loans and lower loan interest rates, resulting in a RMB 112 million reduction in borrowing interest expenses36 - Impairment of trade and other receivables amounted to RMB 774 million, of which RMB 733 million was due to significant impairment provisions for property inventories of certain joint ventures and associates36 - Loss attributable to owners of the company was RMB 1.008 billion, a year-on-year decrease of RMB 1.171 billion, narrowing by 53.8%38 Segment Performance The property development segment, accounting for 90% of revenue, saw significant growth but recorded a loss due to impairment provisions for joint venture property inventories, while the property investment and management segment, contributing 10% of revenue, experienced a slight decline in revenue and profit, mainly affected by reduced interest and consultancy service income - Property development segment revenue was RMB 5.837 billion, accounting for 90% of total revenue, with significant year-on-year growth primarily due to increased delivery area of properties sold39 - The property development segment recorded a loss of RMB 686 million, a reduction of RMB 1.331 billion from the RMB 2.017 billion loss in the prior year, mainly due to significant impairment provisions for property inventories of certain joint ventures and associates39 - Property investment and management segment revenue was RMB 630 million, accounting for 10% of total revenue, a slight year-on-year decrease of 4%, mainly due to reduced rental income from sub-leasing business40 - Property investment and management segment profit was RMB 253 million, a year-on-year decrease of RMB 98.9 million, primarily due to reduced interest income and consultancy service income40 Shareholders' Equity As of June 30, 2025, the Group's total shareholders' equity was RMB 16.816 billion, a decrease of RMB 888 million from the end of 2024, primarily attributable to the loss incurred by owners of the company Change in Total Shareholders' Equity | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | Change (RMB thousands) | | :--- | :--- | :--- | :--- | | Total Shareholders' Equity | 16,816,400 | 17,704,400 | (888,000) | - The decrease in shareholders' equity was mainly due to the loss attributable to owners of the company of RMB 1.008 billion recorded by the Group for the six months ended June 30, 202541 Financial Resources, Liquidity and Capital Structure This section examines the Group's financial resources, liquidity position, and capital structure, including cash balances, borrowings, foreign exchange and interest rate risks, pledged assets, and contingent liabilities Liquidity and Capital Resources As of June 30, 2025, the Group's cash balance was RMB 1.247 billion, a 32% decrease from the end of 2024, primarily due to payments for property development costs, domestic taxes, and bank loan repayments Change in Cash Balance | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | Change (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Cash Balance | 1,247,400 | 1,821,300 | (573,900) | -32 | | Cash and Bank Balances (including restricted cash) | 2,780,456 | 3,913,093 | (1,132,637) | -29 | | Net Debt | 18,551,000 | 17,744,400 | 806,600 | +4.5 | - The decrease in cash balance was mainly due to payments for property development costs, domestic taxes, and bank loan repayments42 Borrowings During the period, the Group arranged new bank loans of RMB 460 million, primarily for repaying existing loans, and as of June 30, 2025, total bank loans amounted to RMB 11.103 billion with annual interest rates ranging from 2.65% to 5.28%, while net debt increased by 4.5% to RMB 18.551 billion from the end of 2024 - New bank loans of RMB 460 million were arranged during the period, of which RMB 410 million were secured bank loans, mainly used to repay existing loans43 - As of June 30, 2025, total bank loans amounted to RMB 11.103 billion, with annual interest rates ranging from 2.65% to 5.28%43 Overview of Outstanding Loan Repayment Periods | Repayment Period | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Within the first year or on demand | 1,390,137 | 1,248,450 | | Within the second year | 1,132,584 | 1,057,100 | | Within the third to fifth year | 12,280,802 | 10,216,690 | | Over five years | 6,527,887 | 9,135,259 | | Total | 21,331,410 | 21,657,499 | Foreign Exchange Risk The Group's loans are denominated in USD, RMB, and HKD, exposing it to foreign exchange risk as most operating income is denominated in RMB, but the company considers the risk acceptable and will monitor and hedge it as appropriate - Loans are denominated in USD, RMB, and HKD, and as most operating income is denominated in RMB, there is foreign exchange risk45 - The company considers foreign exchange risk acceptable and will review and monitor currency risk from time to time, hedging when appropriate45 Outstanding Loans by Denomination Currency | Currency | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | HKD | 163,881 | 182,333 | | RMB | 13,538,942 | 13,677,702 | | USD | 7,628,587 | 7,797,464 | | Total | 21,331,410 | 21,657,499 | Interest Rate Risk As of June 30, 2025, 96% of the Group's loans bear floating interest rates, with 65% denominated in RMB, and the company deems the interest rate risk acceptable without hedging due to stable RMB loan interest rate movements - As of June 30, 2025, 96% (December 31, 2024: 99%) of the Group's loans bore floating interest rates47 - Of these, 65% (December 31, 2024: 63%) of floating rate loans were denominated in RMB47 - The company considers RMB loan interest rate movements to be stable and the interest rate risk acceptable, thus no hedging is deemed necessary47 Pledge of Assets As of June 30, 2025, the Group had pledged assets totaling RMB 18.578 billion to secure bank loans, primarily comprising investment properties, properties under development, properties held for sale, and restricted cash Total Pledged Assets | Pledged Asset | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Investment Properties | 16,026,000 | 15,999,154 | | Properties Under Development | 1,037,446 | 2,410,032 | | Properties Held for Sale | 1,345,477 | - | | Restricted Cash | 169,455 | 124,520 | | Total | 18,578,378 | 18,533,706 | - The amount of properties held for sale pledged as assets increased from zero at the end of 2024 to RMB 1.345 billion as of June 30, 202548 Contingent Liabilities As of June 30, 2025, the Group provided mortgage loan guarantees for property buyers with an outstanding amount of RMB 2.504 billion, a 15.2% year-on-year decrease, and also provided financing guarantees for joint ventures with RMB 708 million drawn, with directors deeming the fair value of guarantees immaterial and potential losses covered by collateral, thus no provisions were made - The Group provided mortgage loan guarantees for property buyers, with outstanding guarantees of RMB 2.504 billion as of June 30, 2025 (December 31, 2024: RMB 2.954 billion), a year-on-year decrease of 15.2%49 - The Group provided financing guarantees for joint ventures with a maximum guarantee amount of USD 78.583 million and RMB 200 million, of which RMB 708 million had been drawn (December 31, 2024: RMB 722 million)49 - The directors believe the fair value of the guarantees is immaterial and that collateral can cover outstanding mortgage principal, interest, and penalties, thus no provisions have been made49 Business Review and Outlook This section reviews the Group's land bank, performance of its property investment and management business, and provides an outlook on the real estate market and the Group's future strategies Land Bank As of June 30, 2025, the Group's total land bank in mainland China was 11.57 million square meters, a decrease of approximately 7.6% from the end of 2024 - As of June 30, 2025, the Group's total land bank in mainland China amounted to 11.57 million square meters50 - The land bank decreased by approximately 7.6% compared to the end of December 202450 Property Investment and Management Business The Group focuses on investment properties in prime locations within economically developed cities, including commercial and office projects, industrial parks, and rental housing, with total GFA of operational investment properties increasing by 2.5% year-on-year, while total rental and related services income slightly decreased, and both commercial/office projects and industrial parks demonstrated high occupancy rates and received industry accolades, with the "Gemdale Strawberry Community" economic apartment rental business achieving approximately 94% occupancy - As of June 30, 2025, the Group (including joint ventures and associates) held approximately 3.246 million square meters of total GFA of operational investment properties (including sub-leased properties) in mainland China, a year-on-year increase of 2.5%51 - During the period, total rental and related services income was approximately RMB 1.11 billion, a year-on-year decrease of 0.6%51 - Commercial and office projects had a total GFA of approximately 1.17 million square meters, generating total rental and related services income of approximately RMB 654 million during the period, a year-on-year increase of 7.9%; Shenzhen Weixin Science Park achieved occupancy rates of approximately 95% (Phase 1 & 2) and 89% (Phase 3)51 - Industrial parks had a total GFA of approximately 1.82 million square meters, generating total rental and related services income of approximately RMB 364 million during the period, with an occupancy rate of approximately 89% for stably operating industrial parks52 - The "Gemdale Strawberry Community" economic apartment rental business recorded income of approximately RMB 96 million during the period, with an occupancy rate of approximately 94% for stably operating communities54 Outlook In H1 2025, the central government continued its "city-specific, precise regulation" real estate policies, including easing purchase restrictions and lowering down payment ratios, and increased support for development loans; the Chinese real estate sector is expected to gradually recover in H2 2025 amid policy support, continued downward interest rate trends, and restored buyer confidence, with the Group focusing on financial stability and liquidity safety through flexible pricing strategies, brand enhancement, and accelerated sales collection - In H1 2025, the central government continued its "city-specific, precise regulation" approach, optimizing real estate policies including easing purchase restrictions, lowering down payment ratios, and increasing support for development loans55 - The Chinese real estate sector is expected to show signs of recovery in H2 2025, supported by government policies, a continued downward trend in interest rates, and restored buyer confidence56 - The Group will focus on maintaining financial stability and liquidity safety, ensuring cash flow through flexible pricing strategies, offering quality products, enhancing brand image, and accelerating sales collection to maintain its leading position in the industry56 Corporate Governance and Other Information This section covers the Group's compliance with corporate governance codes, standards for directors' securities transactions, dealings in listed securities, employee and remuneration policies, the audit committee's role, risk management and internal control, and report publication details Compliance with Corporate Governance Code The company has adopted and complied with all mandatory disclosure requirements and applicable code provisions of the Corporate Governance Code in Appendix C1 of the Listing Rules, except for provisions C.1.5 and F.1.3 regarding independent non-executive directors' and the Board Chairman's attendance at general meetings, due to prior business commitments - The company has adopted and complied with all mandatory disclosure requirements and applicable code provisions of the Corporate Governance Code as set out in Appendix C1 of the Listing Rules57 - Code provisions C.1.5 (attendance of independent non-executive directors at general meetings) and F.1.3 (attendance of the Board Chairman at annual general meetings) were not complied with due to prior business commitments of the relevant directors57 Standard Code for Securities Transactions by Directors The company has adopted the Standard Code as set out in Appendix C3 of the Listing Rules as the code of conduct for directors' securities transactions, and all directors and other specified senior management complied with this code during the reporting period - The company has adopted the Standard Code as set out in Appendix C3 of the Listing Rules as the code of conduct for directors' securities transactions58 - All directors and other specified senior management complied with the Standard Code during the six months ended June 30, 202558 Dealings in Listed Securities For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities on The Stock Exchange of Hong Kong Limited - For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities on The Stock Exchange of Hong Kong Limited59 Employees and Remuneration Policy As of June 30, 2025, the Group employed approximately 2,100 staff, a reduction of about 500 from the same period in 2024, offering competitive remuneration and benefits, with directors' emoluments determined by the Remuneration Committee and the Board based on responsibilities, company performance, and remuneration policy - As of June 30, 2025, the Group employed approximately 2,100 staff (June 30, 2024: approximately 2,600), representing a reduction of approximately 500 employees60 - Employee remuneration is maintained at a competitive level, with benefits including MPF, housing provident fund, insurance and medical insurance, and education and training allowance schemes60 - Directors' emoluments are determined by the Remuneration Committee and the Board based on directors' responsibilities, the Group's financial performance, and the company's remuneration policy60 Audit Committee The Audit Committee, comprising three independent non-executive directors, is responsible for reviewing the Group's accounting principles, audit, internal controls, and financial reporting matters, and has reviewed this interim report, though the unaudited interim results have not yet been reviewed by external auditor Ernst & Young - The Audit Committee comprises Mr Xia Xinping (Chairman), Mr Xu Zhaozhong, and Mr Jiang Shangyi, all of whom are independent non-executive directors61 - The Audit Committee has reviewed the accounting principles and practices adopted by the Group and discussed audit, internal control, and financial reporting matters, including this interim report61 - The Group's unaudited interim results for the six months ended June 30, 2025, have not yet been reviewed by external auditor Ernst & Young61 Risk Management and Internal Control The Board is responsible for continuously monitoring and improving the Group's risk management and internal control systems, with the Audit Committee regularly reviewing their effectiveness, and the independent internal audit department annually assesses these systems, reporting findings to the Audit Committee, as the Group continues to enhance its framework for sustainable development - The Board is responsible for continuously monitoring and improving the Group's risk management and internal control systems to safeguard company assets and shareholders' interests62 - The internal audit department, independent of the Group's operating businesses, reviews the effectiveness and adequacy of risk management and internal control procedures at least once a year62 - The Group will continue to enhance its risk management and internal control systems, standardize implementation, and strengthen internal supervision and inspection to promote sustainable development62 Publication of Report This performance announcement has been published on the websites of Hong Kong Exchanges and Clearing Limited and the company, and the 2025 interim report will be dispatched to shareholders and available on these websites in due course - This performance announcement has been published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the **company (www.gemdalepi.com)**[63](index=63&type=chunk) - The 2025 interim report will be dispatched to the company's shareholders and available on the aforementioned websites in due course63
金地商置(00535) - 2025 - 中期业绩