粤港湾控股(01396) - 2025 - 中期业绩

Company Information and Announcement Statement This section provides an overview of the company's interim results announcement, including its name, stock code, and review status Company Overview Guangdong-Hong Kong Greater Bay Area Holdings Limited (Stock Code: 1396) announced its unaudited condensed consolidated interim results for the six months ended June 30, 2025, which were reviewed by the Board Audit Committee and external auditor - Company Name: GUANGDONG – HONG KONG GREATER BAY AREA HOLDINGS LIMITED (粵港灣控股有限公司)[3] - Stock Code: 1396[3] - Announcement Type: Interim Results Announcement for the six months ended June 30, 2025[3] - Review Status: The unaudited condensed consolidated interim results were reviewed by the Board Audit Committee and external auditor[4] Financial Statements This section presents the Group's condensed consolidated financial statements, highlighting significant changes in profit/loss, financial position, and key financial metrics Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the Group achieved a profit of RMB 951,678 thousand for the period, a significant turnaround from a loss of RMB 1,027,825 thousand in the prior year, with basic earnings per share of RMB 119.0 cents compared to a loss of RMB 218.6 cents previously Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30) | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Revenue | 228,252 | 861,703 | | Cost of sales | (499,082) | (1,225,972) | | Negative gross profit | (270,830) | (364,269) | | Other net income | 1,412,451 | 1,759 | | Selling and distribution costs | (3,311) | (38,484) | | Administrative expenses | (34,891) | (44,465) | | Impairment losses on financial assets measured at amortized cost | (16,447) | (477,461) | | Fair value loss on investment properties | (19,100) | (41,785) | | Profit/(Loss) before tax | 1,044,870 | (1,027,236) | | Income tax expense | (93,192) | (589) | | Profit/(Loss) for the period | 951,678 | (1,027,825) | | Profit/(Loss) attributable to owners of the Company | 968,509 | (1,028,298) | | Profit/(Loss) attributable to non-controlling interests | (16,831) | 473 | | Basic and diluted earnings/(loss) per share (RMB cents) | 119.0 | (218.6) | - Total comprehensive income for the period was RMB 930,136 thousand, compared to a loss of RMB 1,038,892 thousand in the prior period, primarily due to exchange differences[6] Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets less current liabilities decreased to RMB 3,252,492 thousand from RMB 4,854,693 thousand at December 31, 2024, while net assets significantly increased to RMB 3,054,883 thousand, primarily due to a substantial growth in reserves reflecting the positive impact of debt restructuring Condensed Consolidated Statement of Financial Position (As of June 30) | Indicator | 2025/06/30 (RMB thousand) | 2024/12/31 (RMB thousand) | | :--- | :--- | :--- | | Non-current assets | | | | Property, plant and equipment | 2,395 | 2,267 | | Investment properties | 944,700 | 1,307,232 | | Intangible assets | 2,127 | 6,506 | | Deferred tax assets | 161,507 | 315,375 | | Total non-current assets | 1,110,729 | 1,636,082 | | Current assets | | | | Inventories and other contract costs | 3,540,115 | 8,146,891 | | Trade and other receivables | 689,127 | 2,028,481 | | Cash and cash equivalents | 54,924 | 13,057 | | Total current assets | 4,748,967 | 11,021,786 | | Current liabilities | | | | Trade and other payables | 1,000,078 | 2,928,501 | | Contract liabilities | 927,029 | 3,042,758 | | Bank loans and other borrowings | 158,423 | 890,076 | | Senior notes | 113,113 | 113,584 | | Total current liabilities | 2,607,204 | 7,803,175 | | Non-current liabilities | | | | Bank loans and other borrowings | 153,230 | 1,470,508 | | Senior notes | – | 3,253,866 | | Total non-current liabilities | 197,609 | 4,754,486 | | Equity | | | | Net assets | 3,054,883 | 100,207 | | Total equity attributable to owners of the Company | 3,054,883 | 389,126 | | Non-controlling interests | – | (288,919) | | Total equity | 3,054,883 | 100,207 | - Net current assets decreased from RMB 3,218,611 thousand as of December 31, 2024, to RMB 2,141,763 thousand as of June 30, 2025[8] Notes to the Financial Statements This section provides detailed notes to the financial statements, covering company information, accounting policies, revenue breakdown, tax details, and specific financial instrument disclosures Company Information and Basis of Preparation This section outlines the company's basic information, the basis for financial statement preparation, and details the material uncertainties related to going concern, along with management's strategies to address them, including debt restructuring, shareholder support, and asset disposal plans - The Company was listed on the Main Board of the Hong Kong Stock Exchange on October 31, 2013, formerly known as E-House (China) Holdings Limited, and renamed Guangdong-Hong Kong Greater Bay Area Holdings Limited on July 14, 2020[9] - The financial statements are prepared in accordance with the Listing Rules of the Hong Kong Stock Exchange and International Accounting Standard 34, and were authorized for issue on August 27, 2025[10] - Material uncertainty related to going concern: As of June 30, 2025, current bank loans and other borrowings amounted to RMB 158,423 thousand, October 2023 Senior Notes were RMB 113,113 thousand, while cash and cash equivalents were only RMB 54,924 thousand[12] - Failure to repay principal and interest on certain October 2023 Senior Notes (approximately USD 15,801,000 and USD 6,565,000) may lead to an event of default[12] - Management's countermeasures include: successfully completing the consent solicitation for the 2029 Senior Notes, waiving interest and issuing mandatory convertible bonds for redemption, significantly writing off debt, and optimizing the asset and liability structure[13][14] - Management's countermeasures include: maintaining good relationships with banks to extend and renew loans, obtaining continuous financial support from controlling shareholders, accelerating sales of completed properties held for sale, and considering pledging properties held for sale and investment properties to obtain new financing[14][16] Application of Amendments to International Financial Reporting Standards The Group first applied amendments to International Financial Reporting Standards issued by the IASB, but these amendments had no significant impact on the results and financial position for the current or prior periods - First application of amendments to International Accounting Standard 21: Lack of Exchangeability[17] - The new amendments had no significant impact on the preparation and presentation of these interim financial statements[17] Revenue and Segment Reporting The Group's principal business involves the development, sale, and operation of residential properties in mainland China, with total revenue for the six months ended June 30, 2025, significantly decreasing by 73.5% to RMB 228,252 thousand, primarily due to reduced property sales revenue - Principal business: Development, sale, and operation of residential properties in mainland China[18] - Revenue sources: Property sales revenue, property management services income, and rental income[19] Revenue by Major Product or Service Type (For the six months ended June 30) | Revenue Type | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Property sales | 225,185 | 845,819 | | Property management services | 1,304 | 3,509 | | Rental income | 1,763 | 12,375 | | Total revenue | 228,252 | 861,703 | Components of Profit/Loss Before Tax This section details the financial income, finance costs, depreciation, amortization, and impairment losses affecting profit/loss before tax, notably a significant year-on-year decrease in finance costs and an increase in provision for impairment of inventories Financial Income and Finance Costs (For the six months ended June 30) | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Bank interest income | (48) | (3,728) | | Interest on bank loans and other borrowings | 15,192 | 73,539 | | Interest on senior notes | 7,854 | 32,744 | | Total finance costs | 23,050 | 65,985 | | Interest expenses capitalized into properties under development | (7,854) | (65,106) | | Net exchange loss | 6,070 | 24,624 | - Bank borrowing costs were capitalized at a weighted average annual interest rate of approximately 5.45% (2024: approximately 5.95%)[21] Depreciation, Amortization, and Impairment Losses (For the six months ended June 30) | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Total depreciation and amortization | 4,068 | 2,671 | | Impairment losses on trade and other receivables | 16,447 | 477,461 | | Cost of inventories sold (property costs) | 190,308 | 1,018,139 | | Provision for impairment of inventories | 308,757 | 205,472 | | Total cost of inventories sold | 499,065 | 1,224,455 | Income Tax The Group's income tax expense for the first half of 2025 was RMB 93,192 thousand, primarily comprising China Land Appreciation Tax and changes in deferred tax, with China corporate income tax at 25% and Land Appreciation Tax at a progressive rate of 30% to 60% Income Tax in the Condensed Consolidated Statement of Profit or Loss (For the six months ended June 30) | Tax Type | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | China corporate income tax | 1,430 | 330 | | China Land Appreciation Tax | 10,613 | 87,127 | | Deferred tax (temporary differences) | 81,149 | (86,868) | | Total income tax expense | 93,192 | 589 | - Chinese subsidiaries are subject to corporate income tax at a statutory rate of 25% on their assessable profits[24] - China Land Appreciation Tax is levied at progressive rates from 30% to 60% on the appreciation of land value, with some subsidiaries assessed at 6% to 8% of revenue[25] - The Group is not subject to income tax in the Cayman Islands and no provision for profits tax is required in Hong Kong[27] Earnings/Loss Per Share For the six months ended June 30, 2025, profit attributable to owners of the Company was RMB 968,509 thousand, with basic earnings per share of RMB 119.0 cents, a significant improvement from a loss of RMB 218.6 cents per share in the prior period, and diluted earnings per share were the same due to the anti-dilutive effect of share options Earnings/Loss Per Share (For the six months ended June 30) | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Profit/(Loss) attributable to owners of the Company | 968,509 | (1,028,298) | | Weighted average number of ordinary shares (thousand shares) | 814,104 | 470,360 | | Basic earnings/(loss) per share (RMB cents) | 119.0 | (218.6) | - Diluted earnings/(loss) per share were the same as basic earnings/(loss) per share due to the anti-dilutive effect of share options[26] Trade and Other Receivables/Payables As of June 30, 2025, the Group's total trade and other receivables significantly decreased to RMB 689,127 thousand from RMB 2,028,481 thousand at December 31, 2024, and total trade and other payables also decreased from RMB 2,928,501 thousand to RMB 1,000,078 thousand, reflecting improved working capital management Trade and Other Receivables (As of June 30) | Indicator | 2025/06/30 (RMB thousand) | 2024/12/31 (RMB thousand) | | :--- | :--- | :--- | | Trade receivables and bills receivable net of loss allowance | 72,001 | 64,227 | | Other receivables net of loss allowance | 165,607 | 495,154 | | Prepayments for sales-related taxes and other taxes | 37,062 | 157,036 | | Deposits and prepayments | 414,457 | 1,312,064 | | Total | 689,127 | 2,028,481 | Trade and Other Payables (As of June 30) | Indicator | 2025/06/30 (RMB thousand) | 2024/12/31 (RMB thousand) | | :--- | :--- | :--- | | Trade payables and bills payable | 565,854 | 1,538,102 | | Other payables and accrued expenses | 217,274 | 1,076,488 | | Deposits | 90,306 | 189,950 | | Advances received | 64,405 | 69,329 | | Interest payable on senior notes | 62,239 | 54,632 | | Total | 1,000,078 | 2,928,501 | Senior Notes The Group successfully redeemed new notes with a principal amount of USD 439.1 million by issuing mandatory convertible bonds and waived unpaid interest, significantly optimizing its debt structure, though some October 2023 Senior Notes remain unpaid due to uncontactable holders, posing a default risk Senior Notes (As of June 30) | Type | 2025/06/30 (RMB thousand) | 2024/12/31 (RMB thousand) | | :--- | :--- | :--- | | Current: USD 15.8 million Senior Notes due 2023 | 113,113 | 113,584 | | Non-current: USD 439.1 million New Notes due 2029 | – | 3,253,866 | | Total | 113,113 | 3,367,450 | - The Company completed an exchange offer in April 2023, issuing new notes with a principal amount of USD 413,578,609, an annual interest rate of 7.0%, and maturing on April 28, 2026[29] - As of June 30, 2025, approximately USD 15,801,000 of the October 2023 Senior Notes' principal and interest remained unpaid due to uncontactable holders, potentially leading to a default[29] - In October 2023, the Company initiated a consent solicitation for the new notes, adjusting the outstanding principal to USD 439,097,982, reducing the annual interest rate to 4.5%, and extending the maturity date to April 28, 2029[29] - From September 11, 2024, to April 25, 2025, the Company planned to redeem the new notes by issuing mandatory convertible bonds and waiving unpaid interest; on June 10, 2025, mandatory convertible bonds with a principal amount of approximately USD 265,251,764 were issued, and the new notes were fully redeemed[30] Extracts from Independent Auditor's Review Report This section presents the independent auditor's review findings, confirming compliance with accounting standards while highlighting material uncertainties related to the Group's going concern Conclusion Based on the review, the independent auditor found no matters indicating that the interim condensed consolidated financial statements were not prepared, in all material respects, in accordance with International Accounting Standard 34 - The auditor found no matters indicating that the interim condensed consolidated financial statements were not prepared, in all material respects, in accordance with International Accounting Standard 34[31] Material Uncertainty Related to Going Concern The auditor highlighted material uncertainties regarding the Group's ability to continue as a going concern, stemming from insufficient liquidity, potential default risk due to unpaid senior notes, and challenging real estate market conditions with limited financing, despite management's efforts to improve liquidity - Insufficient liquidity: Current portion of bank loans and other borrowings amounted to RMB 158,423 thousand, October 2023 Senior Notes were RMB 113,113 thousand, while cash and cash equivalents were only RMB 54,924 thousand[32] - Default risk: Principal and interest on certain October 2023 Senior Notes remained unpaid, which may lead to an event of default and immediate repayment demands[32] - Market environment challenges: Unfavorable real estate market conditions and limited capital market financing sources may result in longer-than-expected time to realize cash and obtain external financing[32] - Management has taken various measures to improve liquidity and financial position, but material uncertainties still exist[32] Management Discussion and Analysis This section offers management's perspective on the Group's performance, market environment, financial results, liquidity, and future strategic initiatives Overall Performance and Future Outlook In the first half of 2025, China's real estate market showed weak growth despite policy support, prompting the Group to actively respond by significantly optimizing its asset and liability structure through debt restructuring, improving cash flow, and planning to focus on asset optimization, enhancing operational capabilities, revitalizing existing assets, and introducing new quality productive forces businesses to drive business diversification - Market environment: China's real estate market showed some recovery in the first half of 2025 with policy support, but subsequent growth was weak[33] - Countermeasures: Increase sales and cash collection, promote asset sales, strictly control expenses, and proactively manage debt[33] - Debt restructuring: Successfully redeemed approximately USD 439.1 million of USD senior notes for interest-free mandatory convertible bonds with a principal of USD 265.3 million, significantly optimizing the asset and liability structure[34][35] - Future outlook: Guided by a "long-term going concern" strategy, focusing on "ensuring completion, ensuring delivery, improving efficiency, and stable operations," the Group aims to optimize assets, enhance operational capabilities, revitalize existing assets, introduce new quality productive forces businesses, strengthen technology empowerment, and promote business diversification[36] Financial Performance Analysis The Group's total revenue for the first half of 2025 significantly decreased year-on-year, primarily due to property delivery progress; despite improved cost of sales and negative gross profit, provision for impairment of inventories increased due to unfavorable real estate market conditions, while other income grew substantially from debt restructuring, and selling, administrative expenses, impairment losses, and finance costs all significantly decreased Key Financial Performance (For the six months ended June 30) | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | Year-on-year change | | :--- | :--- | :--- | :--- | | Total revenue | 228,300 | 861,700 | -73.5% | | Total cost of sales | 499,100 | 1,226,000 | -59.3% | | Negative gross profit | 270,800 | 364,300 | -25.7% | | Selling and administrative expenses | 38,200 | 82,900 | -53.9% | | Impairment losses | 16,400 | 477,500 | -96.6% | | Fair value loss on investment properties | 19,100 | 41,800 | -54.3% | | Finance costs | 23,100 | 66,000 | -65.0% | - Other income primarily arose from debt restructuring income generated by the redemption of senior notes with mandatory convertible bonds completed on June 10, 2025[39] - Cost of sales included a provision for impairment of inventories of approximately RMB 308.8 million, reflecting a decrease in average selling prices of properties due to the downturn in the real estate market[38] - Income tax expense was mainly due to Land Appreciation Tax arising from property sales and the reversal of deferred income tax assets[44] Liquidity and Financial Resources The Group's funding sources primarily include cash flow from operating activities, bank loans, and advances from controlling shareholders; as of June 30, 2025, cash balances decreased, but total borrowings significantly reduced, and the gearing ratio substantially improved, with the Company continuing to strengthen cash flow management, control costs, and seek external collaborations to support business development - Sources of funding: Cash flow from operating activities, bank loans and other borrowings, and advances from controlling shareholders[45] - Cash balance (including pledged and restricted funds) decreased from approximately RMB 206.6 million as of December 31, 2024, to approximately RMB 127.1 million as of June 30, 2025[46] Borrowings (As of June 30) | Borrowing Type | 2025/06/30 (RMB thousand) | 2024/12/31 (RMB thousand) | | :--- | :--- | :--- | | Bank loans and other borrowings | 311,700 | 2,360,600 | | Senior notes | 113,100 | 3,367,500 | | Total borrowings | 424,766 | 5,728,034 | - Contingent liabilities: Guarantees for mortgage financing provided by domestic banks to customers amounted to approximately RMB 628.2 million (December 31, 2024: approximately RMB 1,896.4 million)[48] - Capital commitments: Contracted but not provided for in the financial statements for construction and development contracts amounted to RMB 519,676 thousand (December 31, 2024: RMB 1,638,191 thousand)[49] Key Financial Ratios (As of June 30) | Ratio | 2025/06/30 | 2024/12/31 | | :--- | :--- | :--- | | Current ratio | 1.82 | 1.41 | | Gearing ratio | 7.2% | 45.3% | - Foreign exchange risk: Business is primarily conducted in RMB, with no significant foreign exchange fluctuation risk, except for certain overseas bank deposits, interests in joint ventures, senior notes, and other borrowings denominated in foreign currencies[52] Significant Acquisitions and Disposals During the period, the Group completed two significant disposals: the entire equity interest in Zhuoying Limited for HKD 130 million and the entire equity interest in Faith Channel Limited for HKD 50 million, with no other major acquisitions or disposals - On January 28, 2025, the entire equity interest in Zhuoying Limited was disposed of to an independent third party for a total consideration of HKD 130 million[53] - On April 25, 2025, the entire equity interest in Faith Channel Limited was disposed of to an independent third party for a total consideration of HKD 50 million[53] Employees and Remuneration Policy The Group has established a comprehensive remuneration system covering basic salary, performance-based pay, short-term incentives, and medium-to-long-term incentives, along with a share option scheme to reward contributors; as of June 30, 2025, the Group's employee count decreased to 132 from 194 at December 31, 2024 - Remuneration system: Established a full value chain, diversified incentive mechanism, including basic salary, performance-based pay, short-term incentives, and medium-to-long-term incentives[54] - Share Option Scheme: Aims to provide incentives to eligible participants who contribute to the successful operation of the Group[54] - Employee count: 132 as of June 30, 2025 (December 31, 2024: 194)[54] Events After Reporting Period Subsequent to the reporting period, on July 14, 2025, the Company entered into an agreement to acquire the entire issued share capital of a target company for HKD 976,500,000, payable through the allotment and issue of consideration shares, which constitutes a major transaction and may lead to a new controlling group, triggering a mandatory general offer obligation requiring a whitewash waiver - On July 14, 2025, the Company entered into an agreement to acquire the entire issued share capital of a target company for HKD 976,500,000[55] - The acquisition consideration will be satisfied by the allotment and issue of consideration shares at an issue price of HKD 3.15 per share[55] - This acquisition constitutes a major transaction under Chapter 14 of the Listing Rules and may result in a new controlling group (China Guangdong-Hong Kong Greater Bay Area Holdings and the vendor collectively holding 64.47% of voting rights), requiring a whitewash waiver to avoid a mandatory general offer[55][56] Corporate Governance and Other Information This section details the Company's corporate governance practices, directors' securities transactions, share capital, share option scheme, and other relevant corporate information Corporate Governance The Company is committed to the highest standards of corporate governance, with the Board fully responsible for corporate governance and confirming compliance with all code provisions of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules during the period - The Company is committed to the highest standards of corporate governance, with the Board fully responsible for corporate governance[58] - All code provisions of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules were complied with during the period[58] Directors' Securities Transactions The Company has adopted the Model Code as set out in Appendix C3 to the Listing Rules as the code of conduct for directors' securities transactions, and all directors have confirmed compliance with this code during the period - The Company has adopted the Model Code as set out in Appendix C3 to the Listing Rules as the code of conduct for directors' securities transactions[59] - All directors have confirmed compliance with the standards set out in the Model Code during the period[59] Repurchase, Sale or Redemption of Listed Securities Neither the Company nor any of its subsidiaries repurchased, sold, or redeemed any of the Company's listed securities during the period - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the period[60] Senior Notes Restructuring Plan The Company successfully completed its senior notes restructuring, redeeming senior notes with a principal amount of USD 439,097,982 by issuing mandatory convertible bonds and waiving unpaid interest, with 98.33% of holders' consent, and the redemption and issuance were completed on June 10, 2025 - The Company sought consent from holders for the waiver of unpaid interest on senior notes and the issuance of mandatory convertible bonds to redeem the senior notes[61] - Consent was obtained from holders representing 98.33% of the total outstanding principal amount of the senior notes[62] - The redemption of senior notes and the issuance of mandatory convertible bonds with a principal amount of approximately USD 265,251,764 were completed on June 10, 2025[62] - Assuming full conversion of the convertible bonds at a conversion price of HKD 5.50 per share, a maximum of 376,175,227 convertible bond conversion shares will be issued, representing approximately 46.21% of the total issued share capital as of April 25, 2025[63] Share Capital As of June 30, 2025, the Company's total issued share capital was HKD 81,410,310.00, comprising 814,103,100 shares with a par value of HKD 0.10 each, all fully paid and ranking pari passu - As of June 30, 2025, the total issued share capital was HKD 81,410,310.00[64] - Comprising 814,103,100 shares with a par value of HKD 0.10 each[64] Share Option Scheme The Company approved and adopted a share option scheme on May 30, 2019, to reward employees and directors contributing to the Group through the grant of share options; as of June 30, 2025, the total number of outstanding share options under the scheme was 1,282,500, representing approximately 0.16% of the issued shares - The Share Option Scheme was approved and adopted on May 30, 2019, aiming to encourage and reward employees and directors of member companies who contribute to the Group[65] - The Share Option Scheme remains valid for ten years from May 30, 2019[65] - As of June 30, 2025, the total number of outstanding share options under the Share Option Scheme was 1,282,500, representing approximately 0.16% of the Company's issued shares[67] - Mr. He Fei's 1,282,500 share options lapsed after July 1, 2025[67] Interim Dividend The Board resolved not to declare an interim dividend for the current period (first half of 2024: nil) - The Board resolved not to declare an interim dividend for the current period[70] Directors' Information Disclosure No changes in directors' information requiring disclosure under Rule 13.51B of the Listing Rules have occurred since the disclosure in the annual report for the financial year ended December 31, 2024 - No changes in directors' information requiring disclosure under Rule 13.51B of the Listing Rules have occurred since the disclosure in the annual report for the financial year ended December 31, 2024[71] Committee Reports The Company has established an Audit Committee, Remuneration Committee, and Nomination Committee, all constituted and operating in accordance with the Listing Rules and Corporate Governance Code, with their terms of reference revised to comply with the latest requirements and composed of independent non-executive and executive directors - Audit Committee: Composed of three independent non-executive directors, responsible for reviewing financial information, overseeing financial reporting processes, risk management, and internal control systems[72][73] - Remuneration Committee: Composed of Mr. Guan Huanfei (Independent Non-executive Director and Chairman), Mr. Han Qinchun (Independent Non-executive Director), and Ms. Wei Haiyan (Executive Director), responsible for formulating, reviewing, and recommending remuneration policies and structures for directors and senior management[74][75] - Nomination Committee: Composed of Mr. Chen Yangsheng (Independent Non-executive Director and Chairman), Mr. Han Qinchun (Independent Non-executive Director), and Ms. Wei Haiyan (Executive Director), responsible for reviewing the Board's structure, size, and composition, and making recommendations on the appointment, re-election, and succession planning of directors[76][77] Publication of Interim Results Announcement and Interim Report This interim results announcement has been published on the HKEX website and the Company's website, and the interim report will also be posted on these websites and distributed to shareholders requesting printed copies in due course - This interim results announcement is published on the HKEX website www.hkexnews.hk and the Company's website www.youngogroup.com[78](index=78&type=chunk) - The Company's interim report for the six months ended June 30, 2025, will also be posted on the aforementioned websites and distributed to shareholders who request printed copies in due course[78]