中梁控股(02772) - 2025 - 中期业绩

2025 Interim Results Highlights The company reported a significant decrease in contracted sales and total revenue for the first half of 2025, while narrowing its loss attributable to owners and reducing total interest-bearing debt 2025 First Half Key Financial Metrics | Metric | 2025 First Half (RMB) | Year-on-year change | | :--- | :--- | :--- | | Contracted Sales Amount | 6.38 billion | Decreased by approximately 33.9% | | Total Revenue | 5.1 billion | Decreased by approximately 77.4% | | Loss attributable to owners | 0.78 billion | Loss narrowed (RMB 1.71 billion in prior period) | | Total interest-bearing debt (As of June 30) | 18.4 billion | Decreased | Interim Condensed Consolidated Financial Statements This section presents the company's interim condensed consolidated financial statements, including the statement of profit or loss, comprehensive income, and financial position Interim Condensed Consolidated Statement of Profit or Loss For the six months ended June 30, 2025, revenue significantly decreased by 77.4% to RMB 5.13 billion, resulting in a gross loss, though the loss attributable to owners narrowed to RMB 781 million due to increased other income and gains Statement of Profit or Loss Key Data (For the six months ended June 30) | Metric | 2025 (RMB thousand) | 2024 (RMB thousand) | Change Rate | | :--- | :--- | :--- | :--- | | Revenue | 5,129,799 | 22,701,159 | -77.4% | | Cost of sales | (6,180,062) | (22,495,932) | -72.5% | | Gross (loss)/profit | (1,050,263) | 205,227 | Shifted from profit to loss | | Other income and gains | 1,925,330 | 527,442 | +265.0% | | Selling and distribution expenses | (189,171) | (245,661) | -23.0% | | Administrative expenses | (297,604) | (300,396) | -0.9% | | Finance costs | (396,504) | (139,913) | +183.4% | | Share of loss of associates | (159,751) | 19,126 | Shifted from profit to loss | | Loss before tax | (1,186,796) | (882,919) | Loss widened | | Income tax expense | (193,746) | (1,074,475) | -82.0% | | Loss for the period | (1,380,542) | (1,957,394) | Loss narrowed | | Loss attributable to owners of the parent | (781,257) | (1,708,904) | Loss narrowed | - Basic and diluted loss per share attributable to ordinary equity holders of the parent was RMB (0.18), a narrowing from RMB (0.47) in the prior period[6] Interim Condensed Consolidated Statement of Comprehensive Income For the six months ended June 30, 2025, the company reported a total comprehensive loss of RMB 1.374 billion, a reduction from the prior year, primarily driven by a narrowed loss for the period Statement of Comprehensive Income Key Data (For the six months ended June 30) | Metric | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Loss for the period | (1,380,542) | (1,957,394) | | Exchange differences on translation of overseas operations | 6,242 | (4,736) | | Total comprehensive loss for the period | (1,374,300) | (1,962,130) | | Total comprehensive loss attributable to owners of the parent | (775,015) | (1,713,640) | Interim Condensed Consolidated Statement of Financial Position As of June 30, 2025, total assets and liabilities decreased, leading to a reduction in net current assets and net assets, with controlled interest-bearing debt but reduced cash and bank balances Statement of Financial Position Key Data (As of June 30) | Metric | 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | Change Rate | | :--- | :--- | :--- | :--- | | Total non-current assets | 15,677,230 | 16,235,233 | -3.4% | | Total current assets | 107,387,426 | 116,941,226 | -8.2% | | Properties under development | 35,668,797 | 41,854,872 | -14.7% | | Completed properties held for sale | 17,174,782 | 17,049,885 | +0.7% | | Cash and bank balances | 4,294,993 | 5,740,489 | -25.2% | | Total current liabilities | 94,270,848 | 102,022,807 | -7.6% | | Net current assets | 13,116,578 | 14,918,419 | -12.0% | | Net assets | 17,674,539 | 19,381,003 | -8.8% | | Total equity | 17,674,539 | 19,381,003 | -8.8% | Notes to the Interim Condensed Consolidated Financial Statements This section provides detailed notes to the interim financial statements, covering accounting policies, revenue breakdown, finance costs, tax, and other financial disclosures 1. Basis of Preparation The interim financial statements are prepared under IAS 34, based on a going concern assumption, despite liquidity challenges, as management has initiated multiple measures to improve financial stability - As of June 30, 2025, the Group's total interest-bearing debt was RMB 18.38 billion, of which RMB 7.418 billion is due within the next 12 months, while cash and cash equivalents amounted to RMB 2.908 billion, indicating temporary liquidity challenges[12] - The company has implemented various measures to manage liquidity, including actively negotiating extensions or deferrals with existing debt holders, securing project development loans, seeking alternative financing, accelerating property sales, recovering sales proceeds, controlling costs, negotiating payment arrangements with contractors, and disposing of equity in project companies[13][14] - Despite these measures, significant uncertainties remain regarding management's ability to achieve these plans, and the going concern assumption may require adjustment[15] 2. Changes in Accounting Policies and Disclosures The company adopted new and revised IFRS effective January 1, 2025, with no significant impact on accounting policies or reported amounts for the period - The Group has adopted all new and revised International Financial Reporting Standards effective January 1, 2025, with no material impact on accounting policies or financial statement presentation for the current and prior periods[16] 3. Revenue, Other Income and Gains Total revenue for the period sharply declined by 77.4% to RMB 5.13 billion due to reduced property sales, while other income and gains significantly increased by 265.0% to RMB 1.925 billion from revised priority notes and convertible bonds Revenue Source Analysis (For the six months ended June 30) | Revenue Source | 2025 (RMB thousand) | 2024 (RMB thousand) | Change Rate | | :--- | :--- | :--- | :--- | | Revenue from contracts with customers | 5,124,011 | 22,696,632 | -77.4% | | Property rental income | 5,788 | 4,527 | +27.9% | | Total | 5,129,799 | 22,701,159 | -77.4% | Revenue from Contracts with Customers Breakdown (For the six months ended June 30) | Type of Goods or Services | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Property sales | 5,081,571 | 22,547,839 | | Other services | 42,440 | 148,793 | Other Income and Gains (For the six months ended June 30) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Gain on offshore debt restructuring | — | 429,948 | | Gain arising from revision of priority notes and convertible bonds | 1,754,136 | — | | Change in provision for financial guarantee contracts | 158,597 | 16,580 | | Total | 1,925,330 | 527,442 | 4. Finance Costs For the six months ended June 30, 2025, finance costs surged by 183.4% to RMB 397 million, primarily due to a reduction in capitalized interest, leading to more interest expenses recognized in profit or loss Finance Costs Analysis (For the six months ended June 30) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Interest on bank and other borrowings, priority notes and convertible bonds | 567,809 | 573,706 | | Interest expense arising from revenue contracts | 115,002 | 51,395 | | Total interest expense on financial liabilities not at fair value through profit or loss | 682,851 | 625,314 | | Less: Interest capitalized | (286,347) | (485,401) | | Total | 396,504 | 139,913 | 5. Loss Before Tax For the six months ended June 30, 2025, loss before tax expanded to RMB 1.187 billion, driven by increased cost of properties sold, impairment losses on properties under development, net loss on disposal of subsidiaries, and financial asset impairment losses Major Components of Loss Before Tax (For the six months ended June 30) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Cost of properties sold | 5,143,180 | 22,211,770 | | Impairment loss recognized on properties under development | 758,045 | 745,568 | | Impairment loss recognized on completed properties held for sale | 396,320 | 137,277 | | Net loss on disposal of subsidiaries | 605,436 | 491,946 | | Net impairment loss on financial assets | 43,270 | 12,823 | | Employee benefit expenses | 236,293 | 276,249 | 6. Income Tax For the six months ended June 30, 2025, income tax expense significantly decreased by 82.0% to RMB 194 million, mainly due to reduced corporate income tax, land appreciation tax, and deferred tax changes - PRC subsidiaries are subject to Corporate Income Tax at a rate of 25%, and Land Appreciation Tax is levied at progressive rates from 30% to 60%[23] Income Tax Expense Analysis (For the six months ended June 30) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Corporate income tax | 97,488 | 247,297 | | Land appreciation tax | 46,883 | 169,788 | | Deferred tax | 49,375 | 657,390 | | Total tax expense for the period | 193,746 | 1,074,475 | 7. Dividends The Board of Directors does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The company will not distribute an interim dividend for the first half of 2025, consistent with the prior period in 2024[25] 8. Loss Per Share Attributable to Ordinary Equity Holders of the Parent For the six months ended June 30, 2025, basic and diluted loss per share attributable to ordinary equity holders of the parent narrowed to RMB (0.18), from RMB (0.47) in the prior year, due to a reduced loss attributable to owners Loss Per Share Calculation Basis (For the six months ended June 30) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Loss attributable to ordinary equity holders of the parent (RMB thousand) | (781,257) | (1,708,904) | | Weighted average number of ordinary shares in issue during the period | 4,242,226,263 | 3,605,726,697 | | Basic and diluted loss per share (RMB) | (0.18) | (0.47) | - The basic loss per share amount was not adjusted for dilutive effects as the exercise of convertible bonds would result in a decrease in loss per share, and the exercise price of share options was higher than the average market price of shares[27] 9. Trade Receivables As of June 30, 2025, trade receivables (net of loss allowance) primarily consisted of amounts due within one year, showing a slight increase Trade Receivables Ageing Analysis (As of June 30) | Ageing | 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Less than one year | 12,876 | 11,893 | 10. Trade Payables and Bills Payable As of June 30, 2025, total trade payables and bills payable decreased to RMB 19.086 billion from year-end 2024, with a significant portion still due in over one year Trade Payables and Bills Payable Ageing Analysis (As of June 30) | Ageing | 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Less than one year | 2,114,126 | 5,791,773 | | Over one year | 16,972,134 | 17,294,168 | | Total | 19,086,260 | 23,085,941 | Chairman's Report The Chairman's Report provides an overview of the company's interim performance, market review, operational highlights, and strategic outlook for the second half of 2025 Interim Dividend The Board of Directors has resolved not to declare an interim dividend for the six months ended June 30, 2025 - The company will not declare an interim dividend for the first half of 2025[31] Interim Results For the six months ended June 30, 2025, revenue significantly decreased by 77.4% to RMB 5.13 billion, but the loss attributable to owners narrowed to RMB 780 million, an improvement from the prior year Interim Results Overview (For the six months ended June 30) | Metric | 2025 (RMB) | 2024 (RMB) | | :--- | :--- | :--- | | Revenue | 5.13 billion | 22.70 billion | | Loss attributable to owners of the Company | 0.78 billion | 1.71 billion | Review of the First Half of 2025 The first half of 2025 saw a complex global economic environment and a resilient Chinese economy with supportive real estate policies, yet market confidence remained weak, leading to a 34% decrease in contracted sales for the company - The global political and economic environment is complex, with high US interest rates increasing recession risks and geopolitical conflicts exacerbating uncertainties[33] - China's economy grew by 5.3% in the first half, with the government continuously introducing pro-growth and real estate support policies, including elevating the real estate policy tone to "continuously consolidate stability" and implementing interest rate and reserve requirement ratio cuts, though market confidence remains insufficient[33] 2025 First Half Contracted Sales | Metric | Amount (RMB) | Year-on-year change | | :--- | :--- | :--- | | Contracted Sales Amount | 6.38 billion | Decreased by approximately 34% | Property Delivery In the first half of 2025, the company delivered approximately 15,000 property units, ranking among China's top 10 developers, ensuring smooth and stable delivery through enhanced management - In the first half of 2025, the company completed the delivery of approximately 15,000 property units, ranking among the top 10 real estate developers in China[35] Land Bank Given market uncertainties, the company acquired no new land in the first half of 2025, maintaining a total land bank of approximately 20.1 million square meters across five major economic regions as of June 30 - In the first half of 2025, the company did not acquire any new land[36] - As of June 30, 2025, the total land bank had a gross floor area of approximately 20.1 million square meters, covering five major economic regions nationwide[36] Debt Management The company reduced total interest-bearing debt to RMB 18.38 billion by managing cash flow, accelerating sales, and pausing land acquisitions, while actively negotiating debt extensions and completing offshore debt consent solicitations to alleviate pressure Total Interest-Bearing Debt (As of June 30) | Metric | Amount (RMB) | | :--- | :--- | | Total interest-bearing debt | 18.38 billion | | Onshore interest-bearing debt | 10.10 billion | | Offshore interest-bearing debt | 8.28 billion | - As of June 30, 2025, cash and bank balances totaled approximately RMB 4.29 billion, with most cash subject to pre-sale cash supervision[37] - The company actively negotiated loan extensions with onshore banks and completed a Hong Kong scheme of arrangement in March 2024 to effectively extend offshore debt maturities, further completing offshore debt consent solicitations in June 2025 to improve its financial position[38] Outlook for the Second Half of 2025 For the second half of 2025, the company anticipates a slow and long recovery for the real estate sector despite supportive government policies, focusing on financial safety, operational liquidity, debt stability, risk control, smooth delivery, cost savings, and organizational efficiency - Proactive central government policies are expected to boost market confidence, but the real estate sector's recovery will be slow and prolonged, with effective market demand needing improvement[39] - The company will continue to focus on financial safety, operational liquidity, debt stability, risk control, smooth delivery, cost savings, and management efficiency enhancement[39] Management Discussion and Analysis This section provides a detailed analysis of the company's operational and financial performance, including property development, revenue, costs, and liquidity for the interim period Property Development In the first half of 2025, contracted sales and area decreased by approximately 34-35%, with an average selling price of RMB 10,700 per square meter, while completed properties held for sale slightly increased and no new land was acquired Contracted Sales Contracted Sales Data (For the six months ended June 30) | Metric | 2025 | 2024 | Year-on-year change | | :--- | :--- | :--- | :--- | | Contracted Sales Amount | Approximately RMB 6.38 billion | - | Decreased by approximately 33.9% | | Contracted Sales Area | Approximately 596,000 square meters | - | Decreased by approximately 35.0% | | Average Selling Price | Approximately RMB 10,700/square meter | - | - | Completed Properties Held for Sale Completed Properties Held for Sale (As of June 30) | Metric | 2025 (RMB million) | December 31, 2024 (RMB million) | | :--- | :--- | :--- | | Completed properties | 17,174.8 | 17,049.9 | Properties Under Development Properties Under Development (As of June 30) | Metric | 2025 (RMB million) | December 31, 2024 (RMB million) | | :--- | :--- | :--- | | Properties under development | 35,668.8 | 41,854.9 | Land Bank - The company did not acquire any new land plots during the six months ended June 30, 2025[45] - As of June 30, 2025, the total land bank was approximately 20.1 million square meters, of which completed properties available for sale/lease accounted for approximately 6.0 million square meters, and properties under development and for further development accounted for approximately 14.1 million square meters[45] Revenue For the six months ended June 30, 2025, total revenue significantly decreased by 77.4% to RMB 5.13 billion, primarily due to a 77.5% reduction in property sales revenue, alongside declines in recognized GFA and average selling price Revenue Details (For the six months ended June 30) | Revenue Source | 2025 (RMB thousand) | 2024 (RMB thousand) | Change | | :--- | :--- | :--- | :--- | | Property sales | 5,081,571 | 22,547,839 | -77.5% | | Other services | 42,440 | 148,793 | -71.5% | | Rental income | 5,788 | 4,527 | +27.9% | | Total | 5,129,799 | 22,701,159 | -77.4% | Recognized Property Sales Data (For the six months ended June 30) | Metric | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Recognized Gross Floor Area | 542,566 square meters | 1,738,391 square meters | -68.8% | | Recognized Average Selling Price | RMB 9,366/square meter | RMB 12,971/square meter | -27.8% | Cost of Sales For the six months ended June 30, 2025, cost of sales decreased by 72.5% to RMB 6.18 billion, but impairment losses on properties under development and completed properties held for sale included therein increased, reflecting challenging market conditions Cost of Sales and Impairment Losses (For the six months ended June 30) | Metric | 2025 (RMB million) | 2024 (RMB million) | Change Rate | | :--- | :--- | :--- | :--- | | Cost of sales | 6,180.1 | 22,495.9 | -72.5% | | Property impairment losses included in cost of sales | 1,154.4 | 882.8 | +30.8% | Gross (Loss)/Profit For the six months ended June 30, 2025, the company shifted from a gross profit to a gross loss of RMB 1.05 billion, with the gross margin plummeting from 0.9% to -20.5%, mainly due to lower sales, reduced margins, and increased property impairment provisions Gross Profit and Gross Margin (For the six months ended June 30) | Metric | 2025 (RMB million) | 2024 (RMB million) | | :--- | :--- | :--- | | Gross (loss)/profit | (1,050.3) | 205.2 | | Gross margin | -20.5% | 0.9% | Other Income and Gains For the six months ended June 30, 2025, other income and gains surged by 265.0% to RMB 1.925 billion, primarily driven by gains from the revision of priority notes and convertible bonds - Other income and gains primarily include gains arising from the revision of priority notes and convertible bonds, net gains from fair value changes of derivative financial instruments, and changes in provisions for financial guarantee contracts[50] Other Income and Gains (For the six months ended June 30) | Metric | 2025 (RMB million) | 2024 (RMB million) | Change Rate | | :--- | :--- | :--- | :--- | | Total other income and gains | 1,925.3 | 527.4 | +265.0% | Selling and Distribution Expenses For the six months ended June 30, 2025, selling and distribution expenses decreased by 23.0% to RMB 189 million, mainly due to reduced marketing activities and promotional budgets amid a weak real estate market Selling and Distribution Expenses (For the six months ended June 30) | Metric | 2025 (RMB million) | 2024 (RMB million) | Change Rate | | :--- | :--- | :--- | :--- | | Selling and distribution expenses | 189.2 | 245.7 | -23.0% | Administrative Expenses For the six months ended June 30, 2025, administrative expenses slightly decreased by 0.9% to RMB 298 million, reflecting the company's ongoing cost control efforts, particularly in staff costs and consulting fees Administrative Expenses (For the six months ended June 30) | Metric | 2025 (RMB million) | 2024 (RMB million) | Change Rate | | :--- | :--- | :--- | :--- | | Administrative expenses | 297.6 | 300.4 | -0.9% | Other Expenses and Other Net Losses For the six months ended June 30, 2025, other expenses increased to RMB 971 million due to losses from disposal of subsidiaries, joint ventures, and associates, as well as exchange losses, while total other net losses expanded due to increased financial asset impairment losses Other Expenses and Net Losses (For the six months ended June 30) | Metric | 2025 (RMB million) | 2024 (RMB million) | | :--- | :--- | :--- | | Other expenses | 970.7 | 930.1 | | Total other net losses | 118.8 | 85.7 | - The increase in other expenses was primarily due to losses from the disposal of subsidiaries, joint ventures, and associates, and the recognition of exchange losses[53] - The expansion of total other net losses was mainly due to increased impairment losses on financial assets at fair value through profit or loss[54] Finance Income For the six months ended June 30, 2025, company finance income decreased by 50.4% to RMB 8.4 million, primarily due to lower bank interest income Finance Income (For the six months ended June 30) | Metric | 2025 (RMB million) | 2024 (RMB million) | Change Rate | | :--- | :--- | :--- | :--- | | Finance income | 8.4 | 16.9 | -50.4% | Finance Costs For the six months ended June 30, 2025, company finance costs significantly increased by 183.4% to RMB 397 million, with total expensed and capitalized finance costs also increasing by 9.2% to RMB 683 million Finance Costs (For the six months ended June 30) | Metric | 2025 (RMB million) | 2024 (RMB million) | Change Rate | | :--- | :--- | :--- | :--- | | Finance costs | 396.5 | 139.9 | +183.4% | | Total expensed and capitalized finance costs | 682.9 | 625.3 | +9.2% | Share of Profits of Joint Ventures and Associates For the six months ended June 30, 2025, the company's share of joint ventures and associates shifted from a profit to a loss of RMB 97.5 million, mainly due to reduced sales and operating profits, and increased impairment provisions for investments Share of Profits/Losses of Joint Ventures and Associates (For the six months ended June 30) | Item | 2025 (RMB million) | 2024 (RMB million) | | :--- | :--- | :--- | | Share of profits of joint ventures | 62.3 | 50.1 | | Share of losses of associates | (159.8) | 19.1 (Profit) | | Consolidated share of losses of joint ventures and associates | (97.5) | 69.2 (Profit) | Loss Before Tax For the six months ended June 30, 2025, company loss before tax widened to RMB 1.187 billion, an increase from RMB 883 million in the prior year Loss Before Tax (For the six months ended June 30) | Metric | 2025 (RMB million) | 2024 (RMB million) | | :--- | :--- | :--- | | Loss before tax | (1,186.8) | (882.9) | Loss for the Period and Loss Attributable to Owners of the Company For the six months ended June 30, 2025, loss for the period decreased by 29.5% to RMB 1.381 billion, and loss attributable to owners of the company narrowed by 54.3% to RMB 781 million Loss for the Period and Loss Attributable to Owners (For the six months ended June 30) | Metric | 2025 (RMB million) | 2024 (RMB million) | Change Rate | | :--- | :--- | :--- | :--- | | Loss for the period | (1,380.5) | (1,957.4) | -29.5% | | Loss attributable to owners of the Company for the period | (781.3) | (1,708.9) | -54.3% | Liquidity, Financial and Capital Resources The company experienced a decline in net current assets and cash balances, indicating liquidity challenges, while total interest-bearing debt decreased to RMB 18.38 billion, with ongoing efforts to manage financial risks and improve liquidity Net Current Assets Net Current Assets (As of June 30) | Metric | 2025 (RMB million) | December 31, 2024 (RMB million) | Change Rate | | :--- | :--- | :--- | :--- | | Total current assets | 107,387.4 | 116,941.2 | -8.2% | | Total current liabilities | 94,270.8 | 102,022.8 | -7.6% | | Net current assets | 13,116.6 | 14,918.4 | -12.0% | Cash Position Cash and Bank Balances (As of June 30) | Metric | 2025 (RMB million) | December 31, 2024 (RMB million) | Change Rate | | :--- | :--- | :--- | :--- | | Cash and bank balances | 4,295.0 | 5,740.5 | -25.2% | - Most cash is subject to local government pre-sale cash supervision to ensure the completion of properties under development[63] Financial Ratios Financial Ratios (As of June 30) | Metric | 2025 | | :--- | :--- | | Gearing ratio excluding contract liabilities | Approximately 81.5% | | Net debt to equity ratio | Approximately 79.7% | | Unrestricted cash to short-term borrowings ratio | Approximately 0.39 | Debt Total Outstanding Debt (As of June 30) | Debt Type | 2025 (RMB million) | December 31, 2024 (RMB million) | Change Rate | | :--- | :--- | :--- | :--- | | Bank and other borrowings | 10,392.5 | 11,162.2 | -6.9% | | Priority notes | 7,641.8 | 8,659.4 | -11.7% | | Convertible bonds | 346.5 | 429.1 | -19.3% | | Total Debt | 18,380.8 | 20,250.7 | -9.2% | Total Debt Details (As of June 30) | Category | 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Total current debt | 7,417,945 | 8,609,387 | | Total non-current debt | 10,962,898 | 11,641,355 | | Secured debt | 16,863,481 | 18,766,762 | | Unsecured debt | 1,517,362 | 1,483,980 | | Fixed-rate debt | 15,875,639 | 17,518,190 | | Floating-rate debt | 2,505,204 | 2,732,552 | | RMB-denominated debt | 10,101,338 | 10,869,837 | | USD-denominated debt | 8,279,505 | 9,380,905 | - As of June 30, 2025, the company's borrowings were secured by assets totaling approximately RMB 20.142 billion, primarily properties under development[70] Financial Risks - The company faces transaction currency risk (no foreign exchange hedging) and market interest rate fluctuation risk (no interest rate hedging)[71] - The company will continue to explore various ways to generate cash flow, including securing project development loans, seeking alternative financing, accelerating property sales, recovering sales proceeds, controlling costs, and disposing of equity in project companies, to improve liquidity[72] Contingent Liabilities As of June 30, 2025, the company provided mortgage guarantees of approximately RMB 13.104 billion for property buyers and financial guarantees of up to RMB 4.23 billion for joint ventures and associates, with directors believing these will not result in significant losses or adverse legal impacts Mortgage Guarantees Total Mortgage Guarantees (As of June 30) | Metric | 2025 (RMB million) | December 31, 2024 (RMB million) | | :--- | :--- | :--- | | Total outstanding guarantees | 13,104.2 | 17,516.6 | - The guarantee period extends from the date of mortgage loan issuance until buyers receive their property ownership certificates and complete registration, and the company believes the net realizable value of the related properties is sufficient to cover outstanding mortgage loans[73] Financial Guarantees Total Financial Guarantees (As of June 30) | Metric | 2025 (RMB million) | December 31, 2024 (RMB million) | | :--- | :--- | :--- | | Guarantees provided for joint ventures and associates | 4,229.5 | 4,644.9 | Legal Contingencies - The company believes that legal proceedings in its ordinary course of business will not have a material adverse effect on its business, financial condition, or operating results[75] Commitments As of June 30, 2025, the company's total contracted but unprovided property development expenditures, land use rights acquisitions, and capital contributions to joint ventures and associates amounted to RMB 12.77 billion, a decrease from year-end 2024 Total Commitments (As of June 30) | Metric | 2025 (RMB million) | December 31, 2024 (RMB million) | | :--- | :--- | :--- | | Property development expenditures, land use rights acquisitions, and capital contributions to joint ventures and associates | 12,770.1 | 13,840.2 | Off-Balance Sheet Commitments and Arrangements As of June 30, 2025, the company had no significant off-balance sheet commitments or arrangements beyond the disclosed contingent liabilities - As of June 30, 2025, the company had no significant off-balance sheet commitments or arrangements[77] Material Investments Held, Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures, and Future Plans for Material Investments or Capital Assets For the six months ended June 30, 2025, the company had no material investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures outside its ordinary course of business, nor any authorized plans for future material investments or capital asset additions - During this period, the company had no material investments, acquisitions, or disposals, nor any future plans for material investments or capital asset additions[78] Employees and Remuneration Policies As of June 30, 2025, the company employed 1,873 full-time staff, with employee costs decreasing to RMB 236 million, offering competitive remuneration packages including basic salary, bonuses, performance pay, share options, and share awards Employees and Remuneration Costs (For the six months ended June 30) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Number of full-time employees | 1,873 | - | | Employee costs (RMB million) | 236.3 | 276.2 | Other Information This section covers corporate governance, compliance, interim dividend policy, securities transactions, audit committee review, post-reporting period events, and board composition Corporate Governance Practices The company is committed to high standards of corporate governance, having adopted and complied with all applicable code provisions of the Corporate Governance Code for the six months ended June 30, 2025 - The company has adopted the Corporate Governance Code and complied with all applicable code provisions during this period[80] Compliance with the Model Code for Securities Transactions by Directors The company has adopted the Model Code for Securities Transactions by Directors, and all directors confirmed compliance for the six months ended June 30, 2025 - All directors confirmed compliance with the Model Code for Securities Transactions by Directors as set out in Appendix C3 of the Listing Rules[81] Interim Dividend The Board of Directors has resolved not to recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of an interim dividend for the first half of 2025[82] Purchase, Sale or Redemption of the Company's Listed Securities For the six months ended June 30, 2025, neither the company nor its subsidiaries purchased, sold, or redeemed any listed securities, and the company held no treasury shares - During this period, neither the company nor its subsidiaries purchased, sold, or redeemed any listed securities, and there were no treasury shares[83] Audit Committee The Audit Committee, comprising three independent non-executive directors and chaired by Mr. Ouyang Baofeng, has reviewed the Group's interim results for the six months ended June 30, 2025 - The Audit Committee comprises three independent non-executive directors: Mr. Ouyang Baofeng (Chairman), Mr. Wang Kaiguo, and Mr. Wu Xiaobo[84] - The Audit Committee has reviewed the Group's interim results for the six months ended June 30, 2025[84] Events After the Reporting Period As of the announcement date, no significant events have occurred after the reporting period that would materially impact the company's performance - No significant events have occurred after the reporting period up to the date of this announcement that would materially impact the company's performance[85] Board of Directors As of the announcement date, the Board of Directors comprises five executive directors and three independent non-executive directors - The Board of Directors comprises five executive directors (Yang Jian, Chen Hongliang, He Jian, Yang Deye, Hu Hui) and three independent non-executive directors (Wang Kaiguo, Wu Xiaobo, Ouyang Baofeng)[86] Publication of Interim Results and Interim Report on HKEX and the Company's Website This announcement has been published on the HKEX and company websites, with the interim report to be dispatched to shareholders and posted on these websites in due course - This announcement has been published on the HKEX website (www.hkexnews.hk) and the company's website (www.zldcgroup.com)[87](index=87&type=chunk) Glossary and Definitions This section provides definitions for key terms and abbreviations used throughout the report, ensuring clarity and consistent understanding of financial and operational terminology - This section provides definitions for key terms and abbreviations used in the report, including Average Selling Price, Board, China, Contracted Sales, Corporate Governance Code, Directors, Gross Floor Area, Gross Margin, Group, Hong Kong, Listing Rules, Listing, Model Code, Net Gearing Ratio, Shares, Shareholders, Stock Exchange, Total Debt, and Zhongliang/the Company[88][89][90]