招商蛇口(001979) - 2025 Q2 - 季度财报

Part I Important Notice, Table of Contents, and Definitions Important Notice The company's board, supervisory board, and senior management guarantee the semi-annual report's truthfulness and completeness, while no cash dividends or bonus shares are planned for the period - The company's board of directors, supervisory board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report, assuming individual and joint legal responsibility[2] - The company plans no cash dividends, bonus shares, or capital reserve conversions for the semi-annual period[2] Table of Contents This section presents the report's structured table of contents, covering eight main chapters including company profile, financial indicators, management discussion, and financial reports - The report comprises eight main chapters, covering company profile, financial indicators, management discussion and analysis, corporate governance, significant matters, share changes, bond information, and financial reports[4] Definitions This section defines key terms used in the report, such as CSRC, China Merchants Group, and CM Shekou, to ensure consistent understanding - This section defines key terms in the report, such as CSRC, China Merchants Group, Company/CM Shekou, China Merchants Land, and CM Property Management, to ensure consistent understanding[10] Part II Company Profile and Key Financial Indicators 1. Company Profile This section introduces CM Shekou's basic information, including stock ticker, code, listing exchange, and legal representative - The company's stock ticker is 'CM Shekou', stock code 001979, listed on the Shenzhen Stock Exchange, with Jiang Tiefeng as the legal representative[12] 2. Contact Persons and Information This section provides contact information for the company's board secretary and securities affairs representative for investor communication - The Board Secretary is Yu Zhiliang, and the Securities Affairs Representative is Zhu Yu, with the contact address at Building 3, Nanhai E-Cool, No. 6 Xinghua Road, Shekou, Nanshan District, Shenzhen[13] 3. Other Information This section provides additional contact and information access details, including the company's registered address, website, and information disclosure media - The company's registered address is New Times Plaza, No. 1 Taizi Road, Shekou, Nanshan District, Shenzhen, Guangdong Province, with information disclosure media including Juchao Information Network and Securities Times[14] 4. Key Accounting Data and Financial Indicators In H1 2025, CM Shekou's revenue grew 0.41% to 51.485 billion yuan and net profit attributable to parent grew 2.18% to 1.448 billion yuan, despite a 255.77% drop in net operating cash flow Key Accounting Data and Financial Indicators for H1 2025 | Indicator | Current Period (yuan) | Prior Year Period (yuan) | YoY Change (%) | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 51,485,077,366.85 | 51,272,627,222.97 | 0.41% | Gross margin from development business settlement increased year-on-year | | Net Profit Attributable to Shareholders of Listed Company | 1,448,186,676.22 | 1,417,272,188.89 | 2.18% | Gross margin from development business settlement increased year-on-year | | Net Profit Attributable to Shareholders of Listed Company (Excluding Non-Recurring Items) | 961,750,078.00 | 1,398,591,463.38 | -31.23% | - | | Net Cash Flow from Operating Activities | -2,005,897,177.68 | 1,287,719,313.06 | -255.77% | Real estate project sales collection decreased year-on-year, and land acquisition payments increased year-on-year | | Basic Earnings Per Share (yuan/share) | 0.14 | 0.11 | 27.27% | - | | Diluted Earnings Per Share (yuan/share) | 0.14 | 0.11 | 27.27% | - | | Weighted Average Return on Net Assets | 1.26% | 0.99% | Up 0.27 percentage points | - | | Period-end | Prior Year-end | Change from Prior Year-end (%) | | | Total Assets | 868,039,948,209.83 | 860,308,816,014.37 | 0.90% | - | | Net Assets Attributable to Shareholders of Listed Company | 104,154,305,191.49 | 111,006,837,433.28 | -6.17% | - | - During the reporting period, the company's operating revenue increased by 0.41% year-on-year, and net profit attributable to shareholders of the listed company increased by 2.18% year-on-year, primarily due to a year-on-year increase in gross margin from development business settlement[15] - During the reporting period, the company's net cash flow from operating activities decreased by 255.77% year-on-year, mainly due to a year-on-year decrease in real estate project sales collection and an increase in land acquisition payments[16] 5. Differences in Accounting Data Under Domestic and Overseas Accounting Standards The company reported no differences in net profit and net assets between financial reports disclosed under international or overseas accounting standards and Chinese accounting standards during the period - During the reporting period, the company had no differences in net profit and net assets between financial reports disclosed under International Accounting Standards and Chinese Accounting Standards[18] - During the reporting period, the company had no differences in net profit and net assets between financial reports disclosed under overseas accounting standards and Chinese Accounting Standards[19] 6. Non-Recurring Gains and Losses Items and Amounts Total non-recurring gains and losses for this period amounted to 486.44 million yuan, primarily from disposal of non-current assets, government grants, and other defined items Non-Recurring Gains and Losses Items and Amounts for H1 2025 | Item | Amount (yuan) | | :--- | :--- | | Gains or losses from disposal of non-current assets, including the write-back of impairment provisions | 18,112,111.77 | | Government grants recognized in current profit or loss, excluding those closely related to the company's ordinary operations, compliant with national policies, enjoyed under fixed standards, and with a continuous impact on the company's profit or loss | 34,318,229.90 | | Fair value changes and disposal gains or losses from financial assets and liabilities held by non-financial enterprises, excluding effective hedging activities related to ordinary operations | 1,246,131.60 | | Debt restructuring gains or losses | -407,452.57 | | Other non-operating income and expenses apart from the above | -14,206,571.08 | | Other gains or losses meeting the definition of non-recurring items | 472,518,795.16 | | Less: Income tax impact | 28,691,458.42 | | Minority interests impact (after tax) | -3,546,811.86 | | Total | 486,436,598.22 | Part III Management Discussion and Analysis 1. Industry Overview During the Reporting Period In H1 2025, China's economy grew 5.3%, with the real estate market showing weakened recovery, while commercial property and property services faced ongoing pressures and transformation challenges - In H1 2025, China's GDP grew by 5.3% year-on-year, with overall stable economic performance[25] - Real estate market support policies continued, but the market's stabilization trend weakened in Q2, with national new commercial housing sales area decreasing by 3.5% year-on-year and sales amount by 5.5% from January to June[25] - Commercial real estate, industrial parks, and office buildings faced operational pressure, with rising shopping mall vacancy rates and declining rents; the property services industry faced both challenges and opportunities, transitioning towards high-quality development[26][27] 2. Main Businesses During the Reporting Period CM Shekou, with development, asset operation, and property services as core pillars, aims to be a leading urban and park developer, achieving 0.41% revenue growth and 2.18% net profit growth in H1 2025, while maintaining financial stability and advancing digitalization and sustainability - The company's strategic goal is to become a leading urban and park integrated development and operation service provider in China, with development, asset operation, and property services as its three core pillars, building a business structure that combines both rental and sales, and asset-light and asset-heavy models[28] Overview of Company Operations in H1 2025 | Indicator | Amount/Ratio | YoY Change | | :--- | :--- | :--- | | Operating Revenue | 51.485 billion yuan | +0.41% | | Total Profit | 3.108 billion yuan | +5.05% | | Comprehensive Pre-tax Gross Margin | 14.38% | Up 2.39 percentage points | | Weighted Average Return on Net Assets | 1.26% | Up 0.27 percentage points | - The company's period-end cash and cash equivalents totaled 87.764 billion yuan, maintaining a reasonably ample level, and it continued to strictly control debt leverage, remaining in the 'three red lines' green category[32] 1. Company Strategy Introduction CM Shekou aims to be a top-five urban and park developer, leveraging development, asset operation, and property services with 'five-excellence' strategies for quality, 'optimize existing, refine new' for assets, and 'enhance capabilities, scale up' for property services - The company's strategic goal is to become a leading urban and park integrated development and operation service provider in China, targeting a top-five industry position[28] - Development business adheres to the 'five-excellence' strategy, asset operation focuses on 'optimizing existing assets and refining new additions', and property services aim to 'enhance capabilities and scale up operations'[28] 2. Main Business Introduction The company's main businesses include development (residential, agency construction), asset operation (commercial, industrial, hospitality, MICE, cruise), and property services, with a focus on innovation, refined management, capitalization, and digitalization across all segments - The development business primarily focuses on the development and sales of marketable residential properties and agency construction services[29] - Asset operation business includes the operation and asset management of held properties such as centralized commercial, industrial office, apartment hotels, as well as MICE and cruise businesses[29] - Property services include basic property management, platform value-added services, and specialized value-added services, also exploring 'property + elder care' community home-based elder care services[31] 3. Overview of Company Operations During the Reporting Period In H1 2025, the company achieved 51.485 billion yuan in revenue, up 0.41%, and 3.108 billion yuan in total profit, up 5.05%, maintaining strong financial health with 87.764 billion yuan in cash and a leading 2.84% comprehensive funding cost Company Operating Overview for H1 2025 | Indicator | Amount | YoY Change | | :--- | :--- | :--- | | Operating Revenue | 51.485 billion yuan | +0.41% | | Total Profit | 3.108 billion yuan | +5.05% | | Comprehensive Pre-tax Gross Margin | 14.38% | Up 2.39 percentage points | | Weighted Average Return on Net Assets | 1.26% | Up 0.27 percentage points | - Period-end cash and cash equivalents totaled 87.764 billion yuan, maintaining a reasonably ample level, and the company's 'three red lines' remained in the green category[32] - As of the end of H1, the average debt maturity was 5.3 years, with a comprehensive funding cost of 2.84%, a 15 basis point reduction from the beginning of the year, maintaining an industry-leading level[32] 1. Development Business In H1 2025, development business achieved 3.35 million square meters in contracted sales area and 88.894 billion yuan in sales, ranking fourth, with 70% from core cities, while launching a new technical system and adding 41 agency construction projects managing 4.82 million square meters Key Data for Development Business in H1 2025 | Indicator | Data | | :--- | :--- | | Cumulative Contracted Sales Area | 3.35 million sq.m. | | Cumulative Contracted Sales Amount | 88.894 billion yuan | | Market Ranking by Sales Scale | Fourth | | Contribution of Sales Performance from Top 10 Core Cities | 70% (Up 4 percentage points YoY) | | New Agency Construction Projects | 41 | | New Agency Construction Managed Area | 4.82 million sq.m. | - In H1, the company acquired 16 land parcels, with a total GFA of approximately 1.67 million square meters, a total land price of approximately 35.3 billion yuan, and the company's payable land price was approximately 21.9 billion yuan[33] - The company launched the 'CM Shekou Good House' technical system and corporate quality standards across 7 dimensions: 'worry-free living, comfortable and healthy, green and low-carbon, smart and convenient, exquisite craftsmanship, aesthetic renewal, and attentive service'[34] 2. Asset Operation Period-end asset operation revenue reached 3.66 billion yuan, up 4.1%, with EBITDA at 1.90 billion yuan, up 0.4%, adding 13 new projects and 0.72 million square meters of operating area, while commercial, industrial, apartment, hotel, MICE, and cruise businesses showed varied performance Key Data for Asset Operation in H1 2025 | Indicator | Data | YoY Change | | :--- | :--- | :--- | | Total Asset Operation Revenue | 3.66 billion yuan | +4.1% | | EBITDA | 1.90 billion yuan | +0.4% | | New Projects Launched | 13 | - | | New Operating Area Added | 0.72 million sq.m. | - | | Centralized Commercial Operation Revenue | 0.94 billion yuan | - | | Occupancy Rate of Centralized Commercial Projects Operating for Over 3 Years | 91% | - | | Industrial Park Operation Revenue | 0.64 billion yuan | - | | Apartment Business Operation Revenue | 0.65 billion yuan | - | | Occupancy Rate of Boutique Apartments Operating for Over 1 Year | 92% | - | | Hotel Business Operation Revenue | 0.51 billion yuan | - | | Exhibition Area Hosted by MICE Business | 3.81 million sq.m. | - | | Passengers Served by Cruise Business | 2.06 million passengers | - | - In H1, the company established an Asset Management Department to strengthen integrated asset management capabilities and build capital market exit channels for key held operating assets[30] - The industrial park business consecutively ranked first for five years in 'Annual Influential Industrial Operation and Development Enterprises TOP30' and for seven years in 'Annual China Industrial Park Operators Top 50'[38] 3. Property Services CM Property Management, the company's property services platform, achieved 9.107 billion yuan in revenue, up 16.17%, and 474 million yuan in net profit attributable to parent, up 8.90%, managing 2,370 projects and 368 million square meters, while strengthening its non-residential leadership and growing market-oriented residential contracts by 23% Key Data for Property Services (CM Property Management) in H1 2025 | Indicator | Data | YoY Change | | :--- | :--- | :--- | | Operating Revenue | 9.107 billion yuan | +16.17% | | Net Profit Attributable to Parent | 474 million yuan | +8.90% | | Projects Under Management | 2,370 | - | | Managed Area | 368 million sq.m. | - | | New Contracted Amount in Market-Oriented Residential Segment | - | +23% | - CM Property Management received honors such as '2025 China Property Service Enterprises Top 500, 3rd Place' and '2025 China Property Service Capability Top 100 Enterprises, TOP3'[43] 4. Digitalization and Intelligence The company advanced digitalization, implementing new cost management and digital marketing in development, achieving 4.89% energy savings in commercial assets, deploying AI smart stewards in property services, and securing multiple digital patents and software copyrights - Development business promoted a new cost management system and digital marketing system, enhancing customer insights through AI employee badges[43] - Asset operation achieved a 4.89% year-on-year electricity saving rate in centralized commercial properties, creating the 'ONE Shekou' customer ecosystem[43] - Property services established AI smart stewards and AI video patrols, enabling proactive identification of abnormal events and improving inspection efficiency[43] - In H1 2025, the company obtained 1 authorized digital invention patent and filed for 15 new digital software copyrights[44] 5. Sustainable Development 2025 marks the final year of the company's first phase sustainable development strategy, focusing on enhancing green building, operations, and supply chain management, achieving MSCI ESG 'A' and CSI ESG 'AAA' ratings, with 15 new green building projects and a cumulative 533 projects totaling 63.74 million square meters - 2025 is the final year of the company's first-phase sustainable development strategy action plan, focusing on enhancing green building, green operations, and supply chain management capabilities[44] - The company's MSCI ESG rating remained 'A', its CSI ESG rating was 'AAA', and other ratings from CSI and WIND also ranked at a leading level[44] - As of the end of the reporting period, the company added 15 new green building projects, with an additional construction area of 1.64 million square meters; cumulative green building projects reached 533, with a total construction area of 63.74 million square meters[45] 6. Organizational Development The company drove transformational development through organizational change, cultural cohesion, and learning organization building, establishing a new Asset Management Department, streamlining development business management, deepening service culture, and creating a digital learning platform - The company's headquarters established a new Asset Management Department, separating the Risk Management/Legal Compliance/Audit and Supervision departments to further strengthen professional control[46] - Development business reduced management layers, abolished five regional companies, and placed subordinate city companies under direct management of the company headquarters, promoting quality and efficiency in operations and management[46] - Cultural cohesion deepened service culture, fostering a learning organization ecosystem, activating the organization's ability to adapt to change, and transforming learning capabilities into development momentum[46] 7. Company Awards and Honors In 2025, CM Shekou received multiple honors, including '2025 Top 2 A-share Listed Real Estate Companies by Comprehensive Strength' and '2025 Top 4 China Real Estate Enterprises by Comprehensive Strength', recognizing its product, service, and corporate governance capabilities - Awarded '2025 Top 2 A-share Listed Real Estate Companies by Comprehensive Strength' and '2025 Top 4 China Real Estate Enterprises by Comprehensive Strength' among other accolades[47] - 9 projects were selected for the 'CRIC H1 2025 Top Ten Works Selection List', and its subsidiary CM Property Management was awarded '2025 China Property Service Comprehensive Strength Top 100 Enterprises, 3rd Place'[47] - In corporate governance, the company was awarded '2025 Real Estate Management and Team Excellence TOP10, 1st Place' by Guandian Agency[47] 3. Core Competitiveness Analysis CM Shekou's core competitiveness stems from its forward-looking strategy, robust operations and financial management, diversified resource acquisition, unique strategic resource advantages, and industry-leading brand influence, fostering a distinctive regional development model and innovation - The company, guided by a forward-looking strategy, implemented 'three transformations' and 'three strategies' to stabilize development business, refine asset operations, and expand property services[72] - The company developed CM's unique regional development model, integrating port, industrial, and urban areas for synergistic development, forming an industry-city integration ecosystem, and continuously accumulating high-quality resources[73] - The company has established diversified resource acquisition methods, including public bidding, M&A, urban renewal, and asset-light models, particularly possessing substantial high-quality undeveloped resources in core cities of the Guangdong-Hong Kong-Macao Greater Bay Area[74] - Embodying the spirit of 'daring to be first', the company enhances brand influence through high-quality products and services, using diverse beauty as an innovative communication point[75] 4. Main Business Analysis In H1 2025, the company's operating revenue reached 51.485 billion yuan, up 0.41%, with net profit attributable to parent at 1.448 billion yuan, up 2.18%, driven by development business (77.54% of revenue, 16.27% gross margin) and strong 82.06% revenue growth in the Southern region Composition of Main Business Revenue in H1 2025 | Business Type | Current Period Amount (million yuan) | Share of Operating Revenue | YoY Change | | :--- | :--- | :--- | :--- | | Development Business | 3,992,089.56 | 77.54% | -1.02% | | Asset Operation | 345,327.48 | 6.71% | 0.64% | | Property Services | 811,090.70 | 15.75% | 7.99% | Composition of Operating Revenue by Region in H1 2025 | Region | Current Period Amount (million yuan) | Share of Operating Revenue | YoY Change | | :--- | :--- | :--- | :--- | | Northern Region | 634,893.33 | 12.33% | 13.94% | | Eastern Region | 2,083,253.56 | 40.47% | -6.34% | | Southern Region | 1,767,119.36 | 34.32% | 82.06% | | Central and Western Region | 663,241.49 | 12.88% | -51.77% | - Development business gross margin was 16.27%, up 3.38 percentage points year-on-year; property services gross margin was 11.55%, up 0.86 percentage points year-on-year[83] - Operating revenue in the Southern region increased by 82.06% year-on-year, with a gross margin of 22.14%, contributing significantly to the company's performance[83] 5. Non-Core Business Analysis The company had no non-core business analysis during the reporting period - The company had no non-core business analysis during the reporting period[86] 6. Analysis of Assets and Liabilities Period-end total assets reached 868.04 billion yuan, up 0.90%, with cash decreasing due to land payments, inventories increasing from project investments, contract liabilities rising from sales, and long-term borrowings increasing, while 1 billion yuan in cash, 85.1 billion yuan in inventories, and 29.5 billion yuan in investment properties were restricted Significant Changes in Asset and Liability Composition in H1 2025 | Item | Share of Total Assets at Period-end | Change in Share (percentage points) | Explanation of Significant Change | | :--- | :--- | :--- | :--- | | Cash and Cash Equivalents | 10.11% | -1.55 | Increase in land payments and payments to partners, joint ventures, and associates | | Inventories | 44.11% | 1.20 | Increase in real estate project investments | | Contract Liabilities | 17.92% | 1.42 | Current period sales collection exceeded settlement scale | | Long-term Borrowings | 15.88% | 1.26 | Increase in long-term bank borrowings | - As of the end of the reporting period, restricted cash and cash equivalents amounted to 1 billion yuan, inventories pledged for borrowings had a book value of 85.1 billion yuan, and investment properties pledged for borrowings had a book value of 29.5 billion yuan[93] 7. Investment Analysis During the reporting period, equity investments totaled 22.782 billion yuan, down 8.62%, while non-equity investments reached 45.914 billion yuan, up 3.66%, with 2.91 billion yuan additional investment in Beijing CRCM Haize Real Estate, and 82.22% of raised funds, or 6.93 billion yuan, utilized for projects and working capital Changes in Investment Amounts in H1 2025 | Investment Type | Investment Amount in Current Period (million yuan) | Investment Amount in Prior Year Period (million yuan) | Change (%) | | :--- | :--- | :--- | :--- | | Equity Investment | 2,278,159 | 2,493,053 | -8.62% | | Non-equity Investment | 4,591,366 | 4,429,066 | 3.66% | - During the reporting period, the company made additional investments or established new companies in several real estate projects, such as an additional 2.91 billion yuan investment in Beijing CRCM Haize Real Estate Co., Ltd[96] Overall Utilization of Raised Funds in H1 2025 | Total Raised Funds (1) (million yuan) | Total Raised Funds Used in Current Period (million yuan) | Cumulative Total Raised Funds Used (2) (million yuan) | Utilization Ratio at Period-end (3)=(2)/(1) | | :--- | :--- | :--- | :--- | | 849,999.99 | 24,494.43 | 692,994.24 | 82.22% | - As of June 30, 2025, the company cumulatively used 6.93 billion yuan in raised funds, of which 1.4 billion yuan was temporarily used to supplement working capital[103][108] 8. Significant Asset and Equity Disposals The company did not have any significant asset or equity disposals during the reporting period - The company did not dispose of significant assets during the reporting period[110] - The company did not dispose of significant equity during the reporting period[111] 9. Analysis of Major Controlled and Invested Companies This section lists major subsidiaries and joint ventures impacting net profit by over 10%, including Shanghai Zhaopu Real Estate and Shenzhen Zhaohang Real Estate, while the establishment, acquisition, or disposal of 16 subsidiaries and 10 subsidiaries respectively had no significant impact on overall operations or performance Major Controlled and Invested Companies with Over 10% Impact on Company Net Profit | Company Name | Company Type | Registered Capital (million yuan) | Net Profit (million yuan) | | :--- | :--- | :--- | :--- | | Shanghai Zhaopu Real Estate Co., Ltd. | Subsidiary | 437,500.00 | 95,756.55 | | Shenzhen Zhaohang Real Estate Co., Ltd. | Subsidiary | 307,740.00 | 89,146.11 | | Shenzhen China Merchants Real Estate Co., Ltd. | Subsidiary | 448,301.11 | 103,073.91 | | Shanghai Xiangshang Real Estate Development Co., Ltd. | Joint Venture | 162,000.00 | 97,334.18 | - During the reporting period, the company established or acquired 16 subsidiaries and liquidated, deregistered, or transferred 10 subsidiaries, with these changes having no significant impact on overall production, operations, or performance[113][114] 10. Structured Entities Controlled by the Company The company had no controlled structured entities during the reporting period - The company had no controlled structured entities during the reporting period[115] 11. Risks Faced by the Company and Countermeasures The company faces multiple risks from economic shifts, real estate market changes, asset operation pressures, and property management challenges, which it addresses through 'precise investment, product upgrading, value-added operations, and asset turnover' strategies, focusing on core cities, product quality, content operations, asset revitalization, and optimizing financial structure - The company faces international risks such as slowing growth in major global economies, trade protectionism, and geopolitical conflicts, as well as domestic risks including an unstable economic recovery foundation and insufficient effective demand[116] - Real estate market support policies show diminishing marginal utility, with potential for further market downturn; asset operations face challenges from consumption stratification, experience upgrades, and digitalization, with rising vacancy rates and declining rents difficult to reverse in the short term[116][117] - The property management industry faces challenges such as intensified market competition, profit pressure, and rising accounts receivable risk, but policies like new urbanization and urban renewal present opportunities[117] - The company will enhance its core competitiveness through four key initiatives: 'precise investment, product upgrading, value-added operations, and asset turnover', including focusing on core cities, improving product strength, strengthening content operations, and achieving a closed-loop asset 'financing-investment-construction-management-exit' model[117] 12. Implementation of Market Value Management System and Valuation Enhancement Plan The company established a Market Value Management System to enhance investment value and protect investor rights, focusing on improving operations, investor relations, and disclosure quality, but has not disclosed a valuation enhancement plan - The company has formulated a 'Market Value Management System' aimed at enhancing investment value, regulating market value management practices, and safeguarding the legitimate rights and interests of investors[118] - The company has not disclosed a valuation enhancement plan[119] 13. Implementation of 'Quality and Return Dual Enhancement' Action Plan The company has disclosed an announcement on the progress of its 'Quality and Return Dual Enhancement' action plan, with details available in the concurrently released announcement - The company has disclosed an announcement on the progress of its 'Quality and Return Dual Enhancement' action plan; for details, please refer to the 'Announcement on the Progress of the Quality and Return Dual Enhancement Action Plan' disclosed on the same day as this report[120] Part IV Corporate Governance, Environment, and Society 1. Changes in Directors, Supervisors, and Senior Management During the reporting period, there were changes in senior management and directors, with Liu Ye resigning as Deputy General Manager and Chief Legal Officer, Tang Jian appointed to the role, and Tao Wu resigning as Director, replaced by Huang Chuanjing Changes in Directors, Supervisors, and Senior Management in H1 2025 | Name | Position Held | Type | Date | Reason | | :--- | :--- | :--- | :--- | :--- | | Liu Ye | Deputy General Manager, Chief Legal Officer (Chief Compliance Officer) | Resignation | March 28, 2025 | Resigned as Chief Legal Officer (Chief Compliance Officer) due to work changes | | Tang Jian | Chief Legal Officer (Chief Compliance Officer) | Appointment | April 1, 2025 | Appointed by the Board of Directors | | Tao Wu | Director | Resignation | May 6, 2025 | Work change reason | | Huang Chuanjing | Director | Election | May 30, 2025 | Elected by the Shareholders' Meeting | 2. Profit Distribution and Capital Reserve Conversion to Share Capital in Current Period The company plans no cash dividends, bonus shares, or capital reserve conversions to share capital for the semi-annual period - The company plans no cash dividends, bonus shares, or capital reserve conversions to share capital for the semi-annual period[123] 3. Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures The company implemented a project co-investment mechanism to incentivize teams, enhance project quality and efficiency, and share risks and rewards, adding 22 new co-investment projects and 41 million yuan in co-investment capital in H1 2025 - The company implemented project co-investment to incentivize project teams, enhance project quality and operational efficiency, and achieve shared benefits and risks[124] - During the reporting period, 22 new co-investment projects were added in H1 2025, with new co-investment capital of 41 million yuan[124] 4. Environmental Information Disclosure China Merchants Guangming Science Park Co., Ltd., a key subsidiary, was included in the list of enterprises required to disclose environmental information, and the company strictly adhered to environmental regulations, implementing energy-saving measures and ensuring compliance without pollution incidents - China Merchants Guangming Science Park Co., Ltd. was included in the list of enterprises required to disclose environmental information by law[125] - The company strictly complies with environmental regulations, actively implements energy-saving and emission reduction measures, regularly monitors environmental indicators to ensure compliance, and had no environmental pollution incidents during the reporting period[125] 5. Social Responsibility CM Shekou, through China Merchants Charitable Foundation, actively supports rural revitalization in areas like Guizhou Weining and Xinjiang Shache, planning 2.6 million yuan for medical aid, 2.8 million yuan for education, and 12.6 million yuan for local industry development to boost employment and long-term community growth - The company, through the China Merchants Charitable Foundation, actively supports comprehensive rural revitalization in counties such as Weining in Guizhou, Shache and Yecheng in Xinjiang, and Qichun in Hubei[126] - The full-year plan includes investing 2.6 million yuan for medical assistance to enhance grassroots medical service capabilities, and 2.8 million yuan for educational assistance to promote coordinated development of county-level education[127][128] - The full-year plan includes investing 12.6 million yuan to support the development of characteristic industries in designated assistance counties, driving employment and income growth, such as constructing industrial bridges, water supply facilities for nectarine industries, organic tea garden renovation, and brand marketing[128] Part V Significant Matters 1. Fulfillment of Commitments by Actual Controller, Shareholders, Related Parties, Acquirers, and the Company During the Reporting Period and Overdue Unfulfilled Commitments as of Period-End During the reporting period, the company's actual controller, shareholders, and related parties fully fulfilled all commitments, including those from IPOs, refinancing, and major asset restructurings, with no overdue unfulfilled commitments - During the reporting period, the company's actual controller, shareholders, related parties, and other commitment-related parties strictly fulfilled all commitments[137] - There were no overdue unfulfilled commitments[137] 2. Non-Operating Fund Occupation by Controlling Shareholder and Other Related Parties The company had no non-operating fund occupation by controlling shareholders or other related parties during the reporting period - During the reporting period, there was no non-operating fund occupation by the controlling shareholder or other related parties of the listed company[138] 3. Irregular External Guarantees The company had no irregular external guarantees during the reporting period - The company had no irregular external guarantees during the reporting period[139] 4. Appointment and Dismissal of Accounting Firms The company's semi-annual report was not audited - The company's semi-annual report was not audited[140] 5. Board of Directors' and Supervisory Board's Explanation of 'Non-Standard Audit Report' for Current Period Not applicable - Not applicable[141] 6. Board of Directors' Explanation of 'Non-Standard Audit Report' for Prior Year Not applicable - Not applicable[142] 7. Bankruptcy and Reorganization Matters The company had no bankruptcy and reorganization matters during the reporting period - The company had no bankruptcy and reorganization matters during the reporting period[143] 8. Litigation Matters The company had no significant litigation or arbitration matters during the current reporting period - The company had no significant litigation or arbitration matters during the current reporting period[144] 9. Penalties and Rectification The company had no penalties or rectification situations during the reporting period - The company had no penalties or rectification situations during the reporting period[145] 10. Integrity Status of the Company, its Controlling Shareholder, and Actual Controller Not applicable - Not applicable[146] 11. Significant Related Party Transactions During the reporting period, the company engaged in various related party transactions, including 31.948 million yuan in property management income, 3.805 million yuan in rental income, 14.207 million yuan in interest income, and 29.243 million yuan in interest and fee expenses, with no related party asset or equity acquisitions/disposals or joint external investments Related Party Transactions Related to Ordinary Operations in H1 2025 | Related Party Transaction Type | Related Party Transaction Content | Related Party Transaction Amount (million yuan) | | :--- | :--- | :--- | | Sales of Goods/Provision of Services | Significant Property Management Income | 31,948 | | Sales of Goods/Provision of Services | Significant Rental Income | 3,805 | | Deposits | Significant Interest Income | 14,207 | | Borrowings | Significant Interest Expense and Handling Fees | 29,243 | | Purchase of Goods/Receipt of Services | Purchase of Vessels | 4,536 | | Sales of Goods/Provision of Services | Data Center Services | 3,401 | | Purchase of Goods/Receipt of Services | Port Service Fees | 2,424 | Dealings with China Merchants Group Finance Co., Ltd. in H1 2025 | Business Type | Period-end Balance (million yuan) | Deposit Interest Rate Range/Loan Interest Rate Range | | :--- | :--- | :--- | | Deposit Business | 194,657 | 0.1%-2.1% | | Loan Business | 658,395 | 1.95%-2.95% | - During the reporting period, the company had no related party transactions involving asset or equity acquisitions/disposals, nor any joint external investment related party transactions[150][151] 12. Significant Contracts and Their Performance The company had no leasing projects with profit/loss exceeding 10% of total profit from entrustment, contracting, or leasing, while providing 33.372 billion yuan in mortgage guarantees for homebuyers, with 2.817 billion yuan in wealth management, and 1.5 billion yuan outstanding, and secured 264.7 billion yuan in total credit lines from banks - During the reporting period, the company had no leasing projects where the profit or loss from entrustment, contracting, or leasing exceeded 10% of the company's total profit[160][161][162] - As of the end of the reporting period, the company provided guarantees for customer mortgage loans totaling approximately 33.372 billion yuan, and has never incurred significant losses as a result[69] Wealth Management in H1 2025 | Specific Type | Wealth Management Amount Incurred (million yuan) | Outstanding Balance (million yuan) | | :--- | :--- | :--- | | Structured Deposits | 218,500 | 0 | | Bank Wealth Management Products | 31,200 | 0 | | Large-denomination Certificates of Deposit | 32,000 | 15,000 | | Total | 281,700 | 15,000 | - During the reporting period, the company signed loan agreements with banks including Bank of China, Agricultural Bank of China, Industrial and Commercial Bank of China, China Construction Bank, and China Merchants Bank; as of the end of the reporting period, the total contractual credit line amounted to 264.7 billion yuan (RMB equivalent)[169] 13. Explanation of Other Significant Matters Not applicable - Not applicable[170] 14. Significant Matters of Company Subsidiaries Not applicable - Not applicable[171] Part VI Share Changes and Shareholder Information 1. Share Change Information During the reporting period, restricted shares decreased by 135,889,339, while unrestricted shares increased by the same amount, keeping total share capital unchanged, primarily due to the expiration of lock-up periods for shares issued to specific investors, and the company repurchased 38,477,148 shares for 363 million yuan Share Change Information in H1 2025 | Share Type | Quantity Before Change | Ratio Before Change | Increase/Decrease in This Change (+, -) | Quantity After Change | Ratio After Change | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 738,307,476 | 8.15% | -135,889,339 | 602,418,137 | 6.65% | | II. Unrestricted Shares | 8,322,528,701 | 91.85% | 135,889,339 | 8,458,418,040 | 93.35% | | III. Total Shares | 9,060,836,177 | 100.00% | - | 9,060,836,177 | 100.00% | - The share changes were primarily due to the expiration of the lock-up period for some shares publicly issued to specific investors[548] - In H1 2025, the company cumulatively repurchased 38,477,148 shares, accounting for 0.425% of its total share capital, with a payment of 363 million yuan[174] 2. Securities Issuance and Listing Not applicable - Not applicable[178] 3. Shareholder Numbers and Shareholding As of the period-end, the company had 140,353 common shareholders, with China Merchants Group Co., Ltd. as the controlling shareholder holding 50.84%, and Shenzhen Investment Holdings Co., Ltd. and China Merchants Steamship Co., Ltd. holding 5.03% and 4.52% respectively, with China Merchants Group, China Merchants Steamship, and China Merchants Investment Development being parties acting in concert - As of the end of the reporting period, the total number of common shareholders was 140,353[180] Top 10 Shareholders' Shareholding at Period-end | Shareholder Name | Shareholder Nature | Shareholding Ratio | Number of Shares Held at Period-end | | :--- | :--- | :--- | :--- | | China Merchants Group Co., Ltd. | State-owned Legal Person | 50.84% | 4,606,899,949 | | Shenzhen Investment Holdings Co., Ltd. | State-owned Legal Person | 5.03% | 456,121,891 | | China Merchants Steamship Co., Ltd. | State-owned Legal Person | 4.52% | 409,823,160 | | China Merchants Investment Development Co., Ltd. | State-owned Legal Person | 3.10% | 281,147,804 | | Hong Kong Securities Clearing Company Limited | Overseas Legal Person | 1.59% | 144,013,971 | | National Council for Social Security Fund 112 Portfolio | Funds, Wealth Management Products, etc. | 1.05% | 95,284,179 | | National Council for Social Security Fund 413 Portfolio | Funds, Wealth Management Products, etc. | 0.94% | 85,134,036 | | China Securities Finance Corporation Limited | Domestic General Legal Person | 0.75% | 67,677,157 | | Industrial and Commercial Bank of China Co., Ltd. - Huatai-PineBridge CSI 300 ETF | Funds, Wealth Management Products, etc. | 0.71% | 64,734,759 | | Shenzhen Overseas Chinese Town Co., Ltd. | State-owned Legal Person | 0.70% | 63,559,322 | - China Merchants Group Co., Ltd., China Merchants Steamship Co., Ltd., and China Merchants Investment Development Co., Ltd. are parties acting in concert[181] 4. Changes in Shareholdings of Directors, Supervisors, and Senior Management There were no changes in the shareholdings of the company's directors, supervisors, and senior management during the reporting period - There were no changes in the shareholdings of the company's directors, supervisors, and senior management during the reporting period[184] 5. Changes in Controlling Shareholder or Actual Controller The company's controlling shareholder and actual controller did not change during the reporting period - The company's actual controller did not change during the reporting period[185] Part VII Bond-Related Information 1. Corporate Bonds The company issued multiple corporate bonds, including '20 Shekou 01' and '21 Shekou 01', with a total outstanding balance of 5.989 billion yuan, primarily targeting professional institutional investors with annual interest payments and principal repayment at maturity, traded on the Shenzhen Stock Exchange, and no risk of delisting during the period Basic Information on Corporate Bonds (Partial) | Bond Name | Bond Abbreviation | Bond Code | Bond Balance (million yuan) | Interest Rate | Trading Venue | | :--- | :--- | :--- | :--- | :--- | :--- | | China Merchants Shekou Industrial Zone Holdings Co., Ltd. 2020 Publicly Issued Corporate Bonds to Qualified Investors (Phase 1) (Tranche 1) | 20 Shekou 01 | 149301 | 104,000 | 4.15% | Shenzhen Stock Exchange | | China Merchants Shekou Industrial Zone Holdings Co., Ltd. 2021 Publicly Issued Corporate Bonds to Qualified Investors (Phase 1) (Tranche 1) | 21 Shekou 01 | 149448 | 30,000 | 3.80% | Shenzhen Stock Exchange | | China Merchants Shekou Industrial Zone Holdings Co., Ltd. 2022 Publicly Issued Corporate Bonds to Professional Investors (Phase 1) (Tranche 2) | 22 Shekou 02 | 149938 | 400,000 | 3.50% | Shenzhen Stock Exchange | | China Merchants Shekou Industrial Zone Holdings Co., Ltd. 2025 Publicly Issued Corporate Bonds to Professional Investors (Phase 1) | 25 Shekou 01 | 524367 | 80,000 | 1.70% | Shenzhen Stock Exchange | - Corporate bonds are primarily publicly issued to professional institutional investors, with annual interest payments and principal repayment at maturity[188] - During the reporting period, the company had no risk of delisting[188] 2. Non-Financial Enterprise Debt Financing Instruments The company issued multiple non-financial enterprise debt financing instruments, including medium-term notes and green medium-term notes, with a total outstanding balance of 15 billion yuan, primarily targeting institutional investors in the national interbank bond market with annual interest payments and principal repayment at maturity, and no risk of delisting during the period Basic Information on Non-Financial Enterprise Debt Financing Instruments (Partial) | Bond Name | Bond Abbreviation | Bond Code | Bond Balance (million yuan) | Interest Rate | Trading Venue | | :--- | :--- | :--- | :--- | :--- | :--- | | China Merchants Shekou Industrial Zone Holdings Co., Ltd. 2021 First Tranche Medium-Term Notes (Tranche 2) | 21 CM Shekou MTN001B | 102103012.IB | 150,000 | 3.55% | Interbank Bond Market | | China Merchants Shekou Industrial Zone Holdings Co., Ltd. 2022 Fourth Tranche Green Medium-Term Notes | 22 CM Shekou GN004 | 132280121.IB | 55,000 | 2.75% | Interbank Bond Market | | China Merchants Shekou Industrial Zone Holdings Co., Ltd. 2025 First Tranche Medium-Term Notes | 25 CM Shekou MTN001 | 102580474.IB | 100,000 | 2.05% | Interbank Bond Market | | China Merchants Zhangzhou Development Zone Co., Ltd. 2025 First Tranche Medium-Term Notes | 25 CM Zhangzhou MTN001 | 102582246.IB | 80,000 | 2.50% | Interbank Bond Market | - Non-financial enterprise debt financing instruments are primarily issued to institutional investors in the national interbank bond market, with annual interest payments and principal repayment at maturity[195] - During the reporting period, the company had no risk of delisting[195] 3. Convertible Corporate Bonds The company had no convertible corporate bonds during the reporting period - The company had no convertible corporate bonds during the reporting period[199] 4. Consolidated Scope Loss Exceeding 10% of Prior Year-end Net Assets During the Reporting Period Not applicable - Not applicable[200] 5. Key Accounting Data and Financial Indicators for the Past Two Years as of Period-End As of period-end, the company's asset-liability ratio was 67.86%, up 1.19 percentage points, quick ratio was 1.57, a 149.21% increase, and net profit excluding non-recurring items decreased by 31.15%, while interest coverage and EBITDA interest coverage improved, but cash interest coverage declined by 45.82% Key Accounting Data and Financial Indicators for the Past Two Years as of Period-End | Item | Current Period-end/Current Period | Prior Year-end/Prior Year Period | Change from Prior Year-end/YoY Change | | :--- | :--- | :--- | :--- | | Current Ratio | 1.58 | 1.59 | -0.63% | | Asset-Liability Ratio | 67.86% | 66.67% | Up 1.19 percentage points | | Quick Ratio | 1.57 | 0.63 | 149.21% | | Net Profit Excluding Non-Recurring Items (million yuan) | 125,731.50 | 182,622.85 | -31.15% | | EBITDA to Total Debt Ratio | 0.04 | 0.04 | - | | Interest Coverage Ratio | 1.21 | 1.06 | 14.15% | | Cash Interest Coverage Ratio | 1.49 | 2.75 | -45.82% | | EBITDA Interest Coverage Ratio | 1.92 | 1.30 | 47.69% | | Loan Repayment Rate | 100% | 100% | - | | Interest Payment Rate | 100% | 100% | - | Part VIII Financial Report 1. Audit Report The company's semi-annual financial report was not audited - The company's semi-annual financial report was not audited[204] 2. Financial Statements This section presents the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in shareholders' equity for the half-year ended June 30, 2025, showing total assets of 868.04 billion yuan, total liabilities of 589.095 billion yuan, total shareholders' equity of 278.945 billion yuan, net profit attributable to parent of 1.448 billion yuan, and net operating cash flow of -2.006 billion yuan Consolidated Balance Sheet Summary as of June 30, 2025 | Item | Period-end Balance (yuan) | Beginning Balance (yuan) | | :--- | :--- | :--- | | Total Assets | 868,039,948,209.83 | 860,308,816,014.37 | | Total Liabilities | 589,094,757,398.67 | 573,564,035,127.95 | | Total Shareholders' Equity | 278,945,190,811.16 | 286,744,780,886.42 | | Total Equity Attributable to Parent Company Shareholders | 104,154,305,191.49 | 111,006,837,433.28 | Consolidated Income Statement Summary for the Half-Year Ended June 30, 2025 | Item | Current Period Amount (yuan) | Prior Period Amount (yuan) | | :--- | :--- | :--- | | Operating Revenue | 51,485,077,366.85 | 51,272,627,222.97 | | Total Profit | 3,108,192,387.77 | 2,958,644,261.34 | | Net Profit | 1,740,204,824.89 | 1,847,142,413.28 | | Net Profit Attributable to Parent Company Shareholders | 1,448,186,676.22 | 1,417,272,188.89 | Consolidated Cash Flow Statement Summary for the Half-Year Ended June 30, 2025 | Item | Current Period Amount (yuan) | Prior Period Amount (yuan) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -2,005,897,177.68 | 1,287,719,313.06 | | Net Cash Flow from Investing Activities | -4,178,552,199.06 | 792,416,930.28 | | Net Cash Flow from Financing Activities | -6,441,807,604.58 | -7,469,752,181.35 | | Net Increase (Decrease) in Cash and Cash Equivalents | -12,655,189,360.79 | -5,456,109,064.71 | 3. Basis of Financial Statement Preparation The Group's financial statements are prepared under CAS and relevant regulations, adhering to CSRC Disclosure Rules No. 15, based on a going concern, accrual basis, and historical cost, with some financial instruments measured at fair value using a three-level hierarchy primarily based on observable market inputs - The Group adheres to the Accounting Standards for Business Enterprises and relevant regulations issued by the Ministry of Finance, and discloses financial information in accordance with 'Compilation Rules for Information Disclosure by Companies that Offer Securities to the Public No. 15'[249] - The financial statements are prepared on a going concern basis, with accounting records based on the accrual method, and historical cost as the measurement basis, except for certain financial instruments measured at fair value[250][251] - Fair value measurements are categorized into three levels based on the observability of fair value inputs and their significance to the overall fair value measurement[255] 4. Significant Accounting Policy Changes To optimize management and operating strategies, the Group adjusted its reporting segments on November 1, 2024, reclassifying agency construction to development business, cruise and MICE to asset operation, and retaining remaining urban services in property services, with retrospective adjustments applied to prior year comparative data - On November 1, 2024, the Group adjusted its reporting segments, reclassifying agency construction from urban services to the development business segment, and cruise and MICE businesses to the asset operation business segment[418] - This segment reporting change was accounted for using the retrospective adjustment method, with comparative data for the prior year also adjusted[418] 5. Taxation The Group's main taxes include corporate income tax (15-28%), VAT (1.5-13%), and land value-added tax (30-60%), benefiting from tax incentives such as a three-year property tax exemption for new buildings and a 15% corporate income tax rate for encouraged industries in specific zones