富力地产(02777) - 2025 - 中期财报

Company Information Company Information The company's board comprises four executive, two non-executive, and three independent non-executive directors, chaired by Li Sze Lim - The company's Board of Directors consists of four executive directors, two non-executive directors, and three independent non-executive directors, with Li Sze Lim serving as Chairman[4] - The company's registered office and principal place of business are located in R&F Center, Zhujiang New Town, Guangzhou, China, with its principal place of business in Hong Kong at The Center, Central[4] - The company's auditor is BDO Limited, Hong Kong, and its legal counsel is Sidley Austin[4] Chairman's Statement Business Review Global economy faced challenges in H1 2025 with trade contraction and GDP slowdown, while China's economy showed resilience despite real estate downturn, prompting the Group to focus on sales and debt restructuring - The global economic environment was challenging, with new trade tariffs severely impacting global business, leading to a 3.2% contraction in global merchandise trade volume and an average GDP growth slowdown to 1.1% for major economies[5] - China's economy demonstrated resilience, with H1 GDP growing 5.3% to RMB 66.05 trillion, primarily driven by industrial manufacturing and investment, though the real estate sector continued to drag down economic growth[6] - The Group is actively communicating with financial advisors and investors to formulate a comprehensive restructuring plan, particularly for offshore corporate actions concerning USD-denominated senior notes, with over half of noteholders already participating in the restructuring proposal[8] Outlook The Group will maintain a conservative liquidity management approach and enhance stakeholder communication to navigate future market challenges - The Group will maintain a conservative liquidity management approach to ensure sufficient flexibility in a challenging market environment[9] - Management will personally lead efforts to address various challenges and strengthen dialogue with shareholders and investors to demonstrate accountability and transparency[9] Acknowledgement The Chairman expresses gratitude to all stakeholders for their continued support, confidence, and patience during challenging times - The Chairman thanks all stakeholders for their continued support, confidence, and patience in a challenging environment[10] Management Discussion and Analysis Business Review The Group's H1 2025 contracted sales reached RMB 7.3 billion, with a significant property portfolio including properties under development, investment properties, hotels, and land reserves Contracted Sales In H1 2025, the Group achieved RMB 7.3 billion in contracted sales from 166 projects across 26 provinces and 3 overseas countries, with 63% from tier-one and tier-two cities 2025 First Half Contracted Sales Overview | Indicator | Value | | :--- | :--- | | Total Contracted Sales | RMB 7.3 billion | | Total Sales Area | 753,500 sq.m. | | Number of Projects | 166 | | Covered Provinces/Regions | 26 (including municipalities, autonomous regions) | | Covered Countries | 3 (overseas) | | Covered Cities | 96 | | Top Ten Provinces/Regions Contribution | RMB 5.64 billion (approx. 77%) | | Tier-one and Tier-two Cities Contribution | 63% | | Tier-three and Below Cities Contribution | 30% | | Overseas Contribution | 7% | | Residential Property Type Share | 57% | | Villa Property Type Share | 5% | | Commercial and Other Property Type Share | 38% | 2025 First Half Total Contracted Sales by Geographical Region | Region | Approximate Total Value (RMB million) | Approximate Total Sales Area (thousand sq.m.) | | :--- | :--- | :--- | | Northwest Region | 1,866.5 | 214.5 | | North China Region | 1,791.4 | 238.3 | | South China Region | 1,583.4 | 63.4 | | East China Region | 779.0 | 121.0 | | Overseas | 542.2 | 27.2 | | Hainan | 296.4 | 27.7 | | Central South Region | 223.2 | 43.2 | | Southwest Region | 219.1 | 18.2 | | Total | 7,301.2 | 753.5 | Properties Under Development As of June 30, 2025, the Group had approximately 9.385 million sq.m. of properties under development, with 4.964 million sq.m. available for sale Properties Under Development Overview as of June 30, 2025 | Indicator | Value | | :--- | :--- | | Total Gross Floor Area | 9,385,000 sq.m. | | Total Saleable Area | 4,964,000 sq.m. | | South China Region Total GFA | 3,123,000 sq.m. | | South China Region Total Saleable Area | 1,967,000 sq.m. | Property Investment As of June 30, 2025, the Group's investment property portfolio totaled approximately 3.0221 million sq.m., primarily in tier-one and tier-two cities - As of June 30, 2025, the Group's investment property portfolio had a total GFA of approximately 3,022,100 sq.m., of which approximately 1,871,100 sq.m. were operating properties and approximately 1,151,000 sq.m. were properties under development or planning[15] Hotel Operations As of June 30, 2025, the Group owned 22 self-built hotels with a total GFA of approximately 1.1106 million sq.m. and 7,513 rooms - As of June 30, 2025, the Group owned 22 self-built hotels, with a total GFA of approximately 1,110,560 sq.m. and 7,513 rooms, managed by renowned hotel management groups[16] Land Bank As of June 30, 2025, the Group's land bank totaled approximately 48.037 million sq.m. of GFA, with 36.625 million sq.m. available for sale across 86 cities and regions Land Bank Overview as of June 30, 2025 | Indicator | Value | | :--- | :--- | | New Land Saleable Area (period) | 30,000 sq.m. | | Total Gross Floor Area | 48,037,000 sq.m. | | Total Saleable Area | 36,625,000 sq.m. | | Covered Cities and Regions | 86 | | Properties Under Development Total GFA | 46,485,000 sq.m. | | Investment Properties Total GFA | 1,552,000 sq.m. | Financial Review In H1 2025, the Group's revenue significantly decreased to RMB 5.765 billion, leading to an expanded net loss of RMB 4.082 billion, primarily due to reduced property development income Revenue In H1 2025, the Group's total revenue decreased by 59.4% to RMB 5.765 billion, driven by a 60% decline in property development revenue 2025 First Half Revenue Overview | Indicator | 2025 H1 (RMB billion) | 2024 H1 (RMB billion) | YoY Change | | :--- | :--- | :--- | :--- | | Total Revenue | 5.765 | 14.211 | -59.4% | | Property Development Revenue | 4.165 | 10.484 | -60% | | Investment Property Rental Income | 0.313 | 0.425 | -26% | | Hotel Operations Revenue | 0.827 | 2.762 | -70% | | Delivered Sales Property Area | 460,960 sq.m. | 887,900 sq.m. | -48% | | Average Selling Price | RMB 9,000/sq.m. | RMB 11,800/sq.m. | -23.7% | Cost of Sales In H1 2025, the Group's cost of sales decreased by 65% to RMB 4.506 billion, aligning with the revenue decline, with land and construction costs representing 85% of property development costs 2025 First Half Cost of Sales Overview | Indicator | 2025 H1 (RMB billion) | 2024 H1 (RMB billion) | YoY Change | | :--- | :--- | :--- | :--- | | Cost of Sales | 4.506 | 12.882 | -65% | | Land and Construction Costs Share | 85% | - | - | | Land and Construction Cost per sq.m. | RMB 6,200 | RMB 9,330 | -33.5% | | Capitalized Interest | RMB 0.437 billion | RMB 0.947 billion | -53.9% | | Levies | RMB 0.062 billion | RMB 0.117 billion | -47% | Gross Profit Margin In H1 2025, the Group's overall gross profit was RMB 1.259 billion, with property development gross profit margin (excluding impairment) improving to 19.4% 2025 First Half Gross Profit and Gross Profit Margin | Indicator | 2025 H1 (RMB billion) | 2024 H1 (RMB billion) | YoY Change | | :--- | :--- | :--- | :--- | | Overall Gross Profit | 1.259 | 1.329 | -5.2% | | Property Development Gross Profit Margin (excl. impairment) | 19.4% | 10.9% | +8.5 percentage points | Other Income and Other Gains/Losses – Net In H1 2025, the Group recorded net other income and gains/losses of RMB 119 million, a significant decrease from the prior year due to lower gains from disposal of subsidiaries 2025 First Half Other Income and Other Gains/Losses – Net | Indicator | 2025 H1 (RMB billion) | 2024 H1 (RMB billion) | YoY Change | | :--- | :--- | :--- | :--- | | Other Income and Other Gains/Losses – Net | 0.119 | 1.715 | -93.1% | | Primary Reason | Higher gains from disposal of subsidiaries, joint ventures, and associates in prior period | - | - | Selling and Marketing Expenses and Administrative Expenses In H1 2025, the Group's selling and marketing expenses decreased by 25% to RMB 453 million, and administrative expenses decreased by 3.6% to RMB 1.52 billion, reflecting stringent cost control 2025 First Half Selling and Marketing Expenses and Administrative Expenses | Indicator | 2025 H1 (RMB billion) | 2024 H1 (RMB billion) | YoY Change | | :--- | :--- | :--- | :--- | | Selling and Marketing Expenses | 0.453 | 0.606 | -25% | | Administrative Expenses | 1.520 | 1.577 | -3.6% | | Primary Reason | Strict cost control measures | - | - | Finance Costs – Net In H1 2025, the Group's net finance costs decreased by 13% to RMB 2.394 billion, with total interest expenses amounting to RMB 4.249 billion 2025 First Half Net Finance Costs | Indicator | 2025 H1 (RMB billion) | 2024 H1 (RMB billion) | YoY Change | | :--- | :--- | :--- | :--- | | Net Finance Costs | 2.394 | 2.752 | -13% | | Total Interest Expenses | 4.249 | 4.613 | -7.9% | | Capitalized Interest included in Cost of Sales | 0.437 | 0.947 | -53.9% | | Total Finance Costs Incurred | 2.831 | 3.699 | -23.5% | Income Tax Expense In H1 2025, the Group's income tax expense significantly increased to RMB 1.216 billion, primarily due to a substantial rise in land appreciation tax 2025 First Half Income Tax Expense | Indicator | 2025 H1 (RMB billion) | 2024 H1 (RMB billion) | YoY Change | | :--- | :--- | :--- | :--- | | Total Income Tax Expense | 1.216 | 0.465 | +161.5% | | Land Appreciation Tax | 1.140 | 0.356 | +220.2% | | Corporate and Deferred Income Tax | 0.076 | 0.109 | -30.3% | Profitability For the period ended June 30, 2025, the Group's net loss expanded to RMB 4.082 billion, mainly due to declining property development revenue and the absence of prior year's disposal gains 2025 First Half Profitability | Indicator | 2025 H1 (RMB billion) | 2024 H1 (RMB billion) | YoY Change | | :--- | :--- | :--- | :--- | | Net Loss | 4.082 | 2.331 | Loss expanded by 75.1% | | Primary Reasons | Decline in revenue due to real estate downturn; prior period included gains from disposal of subsidiaries | - | - | Financial Resources, Liquidity and Indebtedness As of June 30, 2025, the Group's total cash and bank balances were RMB 3.51 billion, with total borrowings of RMB 104.52 billion, of which RMB 97.59 billion are due within one year, leading to a debt-to-asset ratio of 408% Financial Resources and Indebtedness Overview as of June 30, 2025 | Indicator | 2025 Jun 30 (RMB billion) | 2024 Dec 31 (RMB billion) | Change | | :--- | :--- | :--- | :--- | | Total Cash and Bank Balances | 3.51 | 3.86 | -9.07% | | Total Borrowings | 104.52 | 103.02 | +1.46% | | Borrowings Due Within One Year | 97.59 | - | - | | Borrowings Due One to Five Years | 4.87 | - | - | | Borrowings Due After Five Years | 2.06 | - | - | | New Bank Borrowings (H1) | 3.73 | - | - | | Repaid Bank Borrowings (H1) | 2.33 | - | - | | Effective Interest Rate of Bank Borrowings | 5.81% | 5.64% | +0.17 percentage points | | Debt-to-Asset Ratio | 408% | 348% | +60 percentage points | - Non-RMB borrowings accounted for approximately 32% of total borrowings, and the Group will closely monitor RMB exchange rate fluctuations, but no foreign exchange hedging transactions were entered into during the period[27] Pledge of Assets As of June 30, 2025, the Group pledged assets with a book value of RMB 63.15 billion and shares in certain subsidiaries to secure RMB 57.92 billion in bank and other borrowings Asset Pledge Situation as of June 30, 2025 | Indicator | 2025 Jun 30 (RMB billion) | 2024 Dec 31 (RMB billion) | Change | | :--- | :--- | :--- | :--- | | Total Book Value of Pledged Assets | 63.15 | 66.32 | -4.78% | | Bank and Other Borrowings Secured | 57.92 | 54.69 | +5.91% | Contingent Liabilities As of June 30, 2025, the Group's total guarantees for property buyers' mortgage loans and joint venture/associate borrowings amounted to RMB 59.82 billion, a 5% decrease from year-end 2024 Contingent Liabilities as of June 30, 2025 | Indicator | 2025 Jun 30 (RMB billion) | 2024 Dec 31 (RMB billion) | Change | | :--- | :--- | :--- | :--- | | Total Guarantees | 59.82 | 62.75 | -5% | | Guarantee Types | Bank mortgage loan guarantees, joint and several guarantees for joint venture and associate borrowings | - | - | Employees and Remuneration Policy As of June 30, 2025, the Group employed approximately 20,276 staff, with total employee costs of RMB 785 million for the first half, offering competitive remuneration and training Employees and Remuneration Overview as of June 30, 2025 | Indicator | Value | | :--- | :--- | | Total Number of Employees | 20,276 people | | Total Employee Costs (H1) | RMB 0.785 billion | Other Information Interim Dividend The Board resolved not to declare an interim dividend for the six months ended June 30, 2025, consistent with the prior year - The Board resolved not to declare an interim dividend for the six months ended June 30, 2025 (2024 H1: nil)[31] Share Capital As of June 30, 2025, the company's total issued share capital comprised 3,752,367,344 H shares, representing 100% of the total share capital Share Capital Structure as of June 30, 2025 | Share Class | Number of Shares | Percentage | | :--- | :--- | :--- | | H Shares | 3,752,367,344 | 100.00% | | Total | 3,752,367,344 | 100.00% | Directors', Chief Executive's and Supervisors' Interests and Short Positions in Shares, Underlying Shares and Debentures As of June 30, 2025, directors and supervisors held long positions in the company's shares, with Chairman Li Sze Lim holding approximately 26.31% of H shares Directors'/Supervisors' Long Positions in Company Shares as of June 30, 2025 | Director/Supervisor | Share Class | Personal Holdings | Spouse or Children Under 18 Holdings | Corporate Interests | Total Shares Held at Period End | Approximate Percentage of Total Share Capital | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Li Sze Lim | H Shares | 966,092,672 | 5,000,000 | 16,000,000 | 987,092,672 | 26.31% | | Zhang Hui | H Shares | 1,894,800 | | | 1,894,800 | 0.05% | | Xiang Lijun | H Shares | 1,800,000 | | | 1,800,000 | 0.05% | | Li Hailun | H Shares | 3,600 | | 1,000,000 | 1,003,600 | 0.03% | | Wu Youhua | H Shares | | 588,000 | | 588,000 | 0.02% | | Chen Liangnuan | H Shares | 20,000,000 | | | 20,000,000 | 0.53% | - Dr. Li Sze Lim holds interests in Guangzhou Tianfu Real Estate Development Co., Ltd., Beijing Fushengli Real Estate Brokerage Co., Ltd., and Easy Tactic Limited, including interests in USD senior notes issued by Easy Tactic[34][37] Interests of Substantial Shareholders and Other Persons in the Shares and Underlying Shares of the Company As of June 30, 2025, substantial shareholder Mr. Zhang Li held a 22.44% interest in the company's H shares, including beneficial ownership and spouse's interest Substantial Shareholders' Interests in Company Shares as of June 30, 2025 | Shareholder Name | Share Class | Nature of Interest | Number of Shares | Approximate Percentage of H Share Interest | | :--- | :--- | :--- | :--- | :--- | | Zhang Li | H Shares | Beneficial owner/Spouse's interest | 842,146,272 | 22.44% | Purchase, Redemption or Sale of the Company’s Listed Securities For the six months ended June 30, 2025, neither the company nor its subsidiaries purchased, redeemed, or sold any of its listed securities - For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, redeemed, or sold any of the company's listed securities[41] Board Composition and Code The Board comprises nine members, including four executive, two non-executive, and three independent non-executive directors, ensuring diversity and professional oversight, with no CEO position - The Board of Directors consists of nine members, including four executive directors, two non-executive directors, and three independent non-executive directors, ensuring diversity and professionalism[42] - All directors have signed three-year service contracts and are subject to retirement by rotation and re-election every three years; the Board is responsible for formulating business policies, strategies, and risk management[42] - The company has no Chief Executive Officer position, with responsibilities jointly performed by the executive directors (including the Chairman), an arrangement deemed to be in the company's best interests[43] Compliance with the Model Code for Securities Transactions by Directors and Supervisors of Listed Issuers All directors and supervisors confirmed compliance with the Model Code for Securities Transactions by Directors and Supervisors of Listed Issuers for the six months ended June 30, 2025 - All directors and supervisors have confirmed compliance with the Model Code for Securities Transactions by Directors and Supervisors of Listed Issuers as set out in Appendix C3 of the Listing Rules for the six months ended June 30, 2025[44] Compliance with the Corporate Governance Code The company has complied with the Corporate Governance Code provisions as set out in Appendix C1 of the Listing Rules for the six months ended June 30, 2025 - For the six months ended June 30, 2025, the company has complied with the code provisions set out in the Corporate Governance Code in Appendix C1 of the Listing Rules[45] Audit Committee The Audit Committee, composed of independent non-executive directors and a non-executive director, reviews accounting policies, internal controls, risk management, and financial reporting, and has reviewed the unaudited interim results - The Audit Committee comprises independent non-executive directors Wang Zhenbang (Chairman), Zheng Er Cheng, and non-executive director Li Hailun[46] - The committee is responsible for reviewing accounting policies, internal controls, risk management, and financial reporting, and has reviewed the company's unaudited interim results for the six months ended June 30, 2025[46] Remuneration Committee The Remuneration Committee, chaired by Zheng Er Cheng, advises the Board on the company's remuneration policy and specific remuneration packages for directors - The Remuneration Committee comprises Zheng Er Cheng (Chairman), Dr. Li Sze Lim, and Wu Youhua, with its primary responsibility to recommend the company's remuneration policy and specific remuneration packages for directors to the Board[47] Nomination Committee The Nomination Committee, comprising five directors including the Chairman, reviews board structure, identifies director candidates, and recommends succession plans - The Nomination Committee consists of five directors, including executive director Li Sze Lim (Chairman), non-executive director Li Hailun, and three independent non-executive directors[48] - The committee is responsible for reviewing the Board's structure, identifying and nominating director candidates, and making recommendations on succession planning[48] Shareholder Relations The company has adopted a shareholder communication policy to ensure timely and comprehensive information dissemination and encourages engagement through various channels - The company has adopted a shareholder communication policy aimed at ensuring shareholders and investors receive timely, comprehensive, and equal access to company information[49] - The company encourages shareholders to enhance communication through general meetings, annual reports, interim reports, circulars, announcements, and the company website[49] Interim Condensed Consolidated Financial Information (Unaudited) Interim Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets were RMB 289.149 billion, with total equity of RMB 24.771 billion, and total liabilities of RMB 264.379 billion, with current liabilities accounting for 93.8% Key Data from Interim Condensed Consolidated Statement of Financial Position | Indicator | 2025 Jun 30 (RMB thousand) | 2024 Dec 31 (RMB thousand) | Change | | :--- | :--- | :--- | :--- | | Assets | | | | | Non-current Assets | 78,275,400 | 78,451,732 | -0.22% | | Current Assets | 210,874,058 | 212,141,101 | -0.60% | | Total Assets | 289,149,458 | 290,592,833 | -0.50% | | Equity | | | | | Equity Attributable to Owners of the Company | 12,279,928 | 15,922,439 | -22.88% | | Non-controlling Interests | 12,491,026 | 12,534,276 | -0.34% | | Total Equity | 24,770,954 | 28,456,715 | -12.95% | | Liabilities | | | | | Non-current Liabilities | 16,280,181 | 18,319,463 | -11.13% | | Current Liabilities | 248,098,323 | 243,816,655 | +1.76% | | Total Liabilities | 264,378,504 | 262,136,118 | +0.86% | | Total Equity and Liabilities | 289,149,458 | 290,592,833 | -0.50% | Interim Condensed Consolidated Statement of Profit or Loss In H1 2025, the Group's revenue was RMB 5.765 billion, resulting in a net loss of RMB 4.082 billion, an expansion of 75.1% year-on-year, with basic and diluted loss per share of RMB 1.0783 Key Data from Interim Condensed Consolidated Statement of Profit or Loss | Indicator | 2025 H1 (RMB thousand) | 2024 H1 (RMB thousand) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 5,765,053 | 14,210,860 | -59.4% | | Cost of Sales | (4,506,006) | (12,881,959) | -65.0% | | Gross Profit | 1,259,047 | 1,328,901 | -5.2% | | Other Income | 349,474 | 171,360 | +104.0% | | Other (Losses)/Gains – Net | (230,385) | 1,543,197 | Shift from gain to loss | | Selling and Marketing Expenses | (452,890) | (605,533) | -25.2% | | Administrative Expenses | (1,520,020) | (1,576,747) | -3.6% | | Operating (Loss)/Profit | (572,621) | 859,377 | Shift from profit to loss | | Finance Costs – Net | (2,393,758) | (2,751,643) | -13.0% | | Loss Before Income Tax | (2,866,030) | (1,865,557) | Loss expanded by 53.6% | | Income Tax Expense | (1,216,091) | (465,144) | +161.4% | | Loss for the Period | (4,082,121) | (2,330,701) | Loss expanded by 75.1% | | Loss Attributable to Owners of the Company | (4,046,337) | (2,330,839) | Loss expanded by 73.6% | | Basic and Diluted Loss Per Share (RMB) | (1.0783) | (0.6212) | Loss expanded by 73.6% | Interim Condensed Consolidated Statement of Comprehensive Income In H1 2025, the Group reported a loss for the period of RMB 4.082 billion, with total comprehensive loss for the period of RMB 3.678 billion, primarily due to the loss and partially offset by foreign currency translation differences Key Data from Interim Condensed Consolidated Statement of Comprehensive Income | Indicator | 2025 H1 (RMB thousand) | 2024 H1 (RMB thousand) | Change | | :--- | :--- | :--- | :--- | | Loss for the Period | (4,082,121) | (2,330,701) | Loss expanded by 75.1% | | Other Comprehensive Income | 403,826 | 158,441 | +154.9% | | Of which: Currency Translation Differences | 570,322 | 204,100 | +179.4% | | Total Comprehensive Income for the Period | (3,678,295) | (2,172,260) | Loss expanded by 69.3% | | Total Comprehensive Income Attributable to Owners of the Company | (3,642,511) | (2,172,398) | Loss expanded by 67.7% | Interim Condensed Consolidated Statement of Changes in Equity As of June 30, 2025, total equity attributable to owners of the company decreased by 22.88% to RMB 12.280 billion, mainly due to the loss for the period, partially offset by other comprehensive income Key Data from Interim Condensed Consolidated Statement of Changes in Equity | Indicator | 2025 Jun 30 (RMB thousand) | 2025 Jan 1 (RMB thousand) | Change | | :--- | :--- | :--- | :--- | | Total Equity Attributable to Owners of the Company | 12,279,928 | 15,922,439 | -22.88% | | Loss for the Period (Attributable to Owners of the Company) | (4,046,337) | - | - | | Total Other Comprehensive Income (Attributable to Owners of the Company) | 403,826 | - | - | | Currency Translation Differences | 570,322 | - | - | Interim Condensed Consolidated Statement of Cash Flows In H1 2025, the Group generated net cash from operating activities of RMB 312 million, a positive shift from the prior year, with a net decrease in cash and cash equivalents of RMB 133 million Key Data from Interim Condensed Consolidated Statement of Cash Flows | Indicator | 2025 H1 (RMB thousand) | 2024 H1 (RMB thousand) | Change | | :--- | :--- | :--- | :--- | | Net Cash Generated From/(Used In) Operating Activities | 311,732 | (1,672,967) | Shift from negative to positive | | Net Cash Generated From Investing Activities | 3,486 | 1,446,323 | -99.76% | | Net Cash Used In Financing Activities | (448,035) | (136,917) | Expenditure expanded by 227.2% | | Net Decrease in Cash and Cash Equivalents | (132,817) | (363,561) | Decrease narrowed | | Cash and Cash Equivalents at End of Period | 688,052 | 1,363,069 | -49.52% | Notes to the Interim Condensed Consolidated Financial Information These notes detail the Group's basis of preparation, accounting policies, financial risk management, segment information, and specific items, highlighting going concern uncertainties and mitigation plans General Information Guangzhou R&F Properties Co., Ltd. and its subsidiaries primarily engage in property development, investment, hotel operations, and related services in China, listed on HKEX since 2005 - Guangzhou R&F Properties Co., Ltd. and its subsidiaries primarily engage in property development and sales, property investment, hotel operations, and other related services in China[61] - The company's shares have been listed on the Main Board of The Stock Exchange of Hong Kong Limited since July 14, 2005[62] Basis of Preparation The interim financial information is prepared under HKAS 34, highlighting significant going concern uncertainties due to losses, maturing debt defaults, and litigation, with management's plans to address these - For the six months ended June 30, 2025, the Group recorded a loss attributable to owners of the company of RMB 4.046 billion[64] - As of June 30, 2025, the Group's total borrowings amounted to RMB 114.12 billion, of which RMB 106.711 billion are due for repayment within the next twelve months, while total cash was only RMB 3.508 billion[64] - The Group has been unable to repay certain bank and other borrowings totaling RMB 32.745 billion on time, leading to RMB 85.479 billion in borrowings being in default or cross-default, and is involved in multiple litigation cases[64][65] - The Board has formulated various plans and measures to ensure going concern, including offshore debt restructuring, discussions with lenders for extensions/refinancing, disposal of equity in project companies, accelerating property sales and collections, and strict control over administrative costs and capital expenditures[66][69] Accounting Policies The accounting policies are consistent with 2024, with the mandatory adoption of HKAS 21 and HKFRS 1 amendments on lack of exchangeability, which had no material impact - The accounting policies applied are consistent with those set out in the 2024 financial statements, with the first-time mandatory adoption of amendments to HKAS 21 and HKFRS 1, "Lack of Exchangeability"[70][71] - None of the new or amended standards had a material impact on the Group's reported results or financial position for the current and prior reporting periods[72] Judgements and Estimates Preparation of interim financial information requires management judgments and estimates, which may differ from actual results, with significant uncertainties consistent with the 2024 annual financial statements - The preparation of interim financial information requires management to make judgments, estimates, and assumptions in applying accounting policies and reporting amounts, and actual results may differ from these estimates[73] - The significant sources of judgment and estimation uncertainty for the current period are the same as those applied in the 2024 annual financial statements[73] Financial Risk Management and Financial Instruments The Group faces market, credit, and liquidity risks, managed by maintaining sufficient cash flow, controlling investments, and accelerating sales, with the debt-to-asset ratio increasing to 408% - The Group's activities are exposed to market risk (including foreign exchange risk, interest rate risk, and price risk), credit risk, and liquidity risk[74] - Management strives to maintain sufficient cash and cash equivalents and has a range of alternative solutions to mitigate adverse changes in the economic environment, including controlling land investments, adjusting project timelines, implementing cost controls, accelerating property sales, and seeking cooperation partners[75] Debt-to-Asset Ratio | Indicator | 2025 Jun 30 | 2024 Dec 31 | | :--- | :--- | :--- | | Debt-to-Asset Ratio | 408% | 348% | Segment Information The Group operates in property development, investment, and hotel operations, with property development recording a loss of RMB 3.875 billion in H1 2025, while other segments were profitable - The Group primarily operates in property development, property investment, and hotel operations, with other services including property management[83] 2025 First Half Segment Performance Overview | Segment | Revenue (RMB thousand) | (Loss)/Profit for the Period (RMB thousand) | | :--- | :--- | :--- | | Property Development | 4,165,258 | (3,875,417) | | Property Investment | 313,173 | 148,392 | | Hotel Operations | 827,299 | 25,915 | | All Other Segments | 459,323 | (381,011) | | The Group | 5,765,053 | (4,082,121) | Segment Assets and Liabilities as of June 30, 2025 | Segment | Segment Assets (RMB thousand) | Segment Liabilities (RMB thousand) | | :--- | :--- | :--- | | Property Development | 224,959,037 | 121,547,156 | | Property Investment | 29,665,012 | 669,986 | | Hotel Operations | 14,166,533 | 778,833 | | All Other Segments | 6,807,214 | 3,325,680 | | The Group | 275,597,796 | 126,321,655 | Capital Expenditure In H1 2025, the Group incurred new capital expenditures on property, plant and equipment, investment properties, intangible assets, and right-of-use assets, with no revaluation of investment properties or hotel buildings - In H1 2025, the Group added RMB 370 thousand in intangible assets, RMB 174 thousand in investment properties, RMB 21,457 thousand in property, plant and equipment, and RMB 9,201 thousand in hotel buildings[88] - As of June 30, 2025, management did not revalue investment properties and hotel buildings, as their carrying amounts did not materially differ from their fair values[90][91] Interests in Joint Ventures As of June 30, 2025, the Group's interests in joint ventures amounted to RMB 7.585 billion, with a share of profit of RMB 75.043 million for the period Changes in Interests in Joint Ventures | Indicator | 2025 Jun 30 (RMB thousand) | 2024 Jan 1 (RMB thousand) | | :--- | :--- | :--- | | Interests at Period End | 7,585,095 | 7,828,582 | | Share of Results (H1) | 75,043 | 22,594 | | Elimination of Unrealized (Profits)/Losses (H1) | (38,955) | 126,835 | Interests in Associates As of June 30, 2025, the Group's interests in associates amounted to RMB 3.542 billion, with a share of profit of RMB 25.306 million for the period Changes in Interests in Associates | Indicator | 2025 Jun 30 (RMB thousand) | 2024 Jan 1 (RMB thousand) | | :--- | :--- | :--- | | Interests at Period End | 3,542,149 | 3,623,859 | | Share of Results (H1) | 25,306 | 4,115 | Other Financial Assets As of June 30, 2025, other financial assets primarily comprised investments in certain Chinese debt securities measured at fair value, totaling approximately RMB 247 million Other Financial Assets Overview | Indicator | 2025 Jun 30 (RMB thousand) | 2024 Dec 31 (RMB thousand) | | :--- | :--- | :--- | | Balance at Period End | 246,969 | 246,981 | | Fair Value Loss Recognized in Profit or Loss (H1) | (12) | (143,766) | - Other financial assets primarily refer to the Group's investments in certain Chinese debt securities, measured at fair value and denominated in RMB[95][96] Trade and Other Receivables and Prepayments As of June 30, 2025, the Group's total trade and other receivables and prepayments increased to RMB 41.144 billion, including RMB 2.248 billion in net trade receivables Trade and Other Receivables and Prepayments | Indicator | 2025 Jun 30 (RMB thousand) | 2024 Dec 31 (RMB thousand) | | :--- | :--- | :--- | | Trade Receivables – Net | 2,247,995 | 2,581,977 | | Other Receivables – Net | 21,111,174 | 18,353,581 | | Prepayments | 3,628,664 | 3,823,579 | | Capitalized Costs to Obtain Contracts | 718,878 | 941,877 | | Amounts Due from Joint Ventures | 3,783,284 | 3,739,791 | | Amounts Due from Associates | 1,865,296 | 1,865,435 | | Amounts Due from Former Subsidiaries | 7,788,300 | 7,636,232 | | Total | 41,143,591 | 38,942,472 | Trade Receivables Ageing Analysis (June 30, 2025) | Ageing | Amount (RMB thousand) | | :--- | :--- | | Within 1 Year | 1,306,748 | | 1 to 2 Years | 211,070 | | 2 to 3 Years | 41,949 | | Over 3 Years | 920,379 | | Total | 2,480,146 | | Less: Loss Allowance | (232,151) | | Net Amount | 2,247,995 | Restricted Cash As of June 30, 2025, the Group's restricted cash, primarily denominated in RMB, included deposits for pre-sale property construction, borrowings, and other purposes - As of June 30, 2025, the Group's restricted cash was primarily denominated in RMB, including deposits for pre-sale property construction, borrowing guarantees, and other purposes[102] Share Capital As of June 30, 2025, the company's share capital remained at 3,752,367 thousand shares, with a capital amount of RMB 3.752 billion, unchanged from year-end 2024 Share Capital Situation | Indicator | 2025 Jun 30 (thousand shares/RMB thousand) | 2024 Dec 31 (thousand shares/RMB thousand) | | :--- | :--- | :--- | | Number of Shares | 3,752,367 | 3,752,367 | | Share Capital | 3,752,367 | 3,752,367 | Borrowings As of June 30, 2025, total borrowings were RMB 104.524 billion, with RMB 94.902 billion classified as current portion of long-term borrowings, and varying interest rates for different debt instruments Total Borrowings and Composition | Indicator | 2025 Jun 30 (RMB thousand) | 2024 Dec 31 (RMB thousand) | | :--- | :--- | :--- | | Total Long-term Borrowings | 101,832,212 | 102,563,469 | | Less: Current Portion of Long-term Borrowings | (94,902,261) | (93,687,778) | | Total Short-term Borrowings | 2,692,117 | 454,380 | | Total Borrowings | 104,524,329 | 103,017,849 | - The effective interest rate for bank borrowings was 5.81% (2024 H1: 5.60%)[105] - Domestic bonds had a total carrying amount of RMB 12.517 billion, with annualized coupon rates ranging from 6.3% to 7%[106] - Senior notes had a total principal amount of USD 4,527,157 thousand, with interest rates of 6.5% cash-paid/7.5% PIK, and were jointly guaranteed by certain subsidiaries and secured by shares[109] - Other borrowings had effective interest rates ranging from 4.88% to 14.8%[113] - As of June 30, 2025, bank and other borrowings totaling RMB 57.918 billion were secured by right-of-use assets, property, plant and equipment, investment properties, properties under development, completed properties held for sale, restricted cash, and interests in certain subsidiaries[114] Accruals and Other Payables As of June 30, 2025, total accruals and other payables amounted to RMB 103.835 billion, with current portion of RMB 103.356 billion, and construction payables being the largest component Accruals and Other Payables | Indicator | 2025 Jun 30 (RMB thousand) | 2024 Dec 31 (RMB thousand) | | :--- | :--- | :--- | | Amounts Payable to Joint Ventures | 8,779,450 | 8,856,003 | | Construction Payables | 38,179,494 | 40,301,870 | | Other Payables and Accruals | 47,506,830 | 43,976,032 | | Total | 103,834,816 | 102,148,422 | | Current Portion | 103,355,905 | 101,044,115 | - Certain payables are secured by shares in certain wholly-owned subsidiaries of the Group, the right to receive economic benefits from a property development project, and guarantees provided by the company[115] Other Income In H1 2025, the Group's other income significantly increased to RMB 349 million, primarily driven by a rise in other operating income Other Income Composition | Indicator | 2025 H1 (RMB thousand) | 2024 H1 (RMB thousand) | | :--- | :--- | :--- | | Interest Income | 9,793 | 32,317 | | Forfeited Customer Deposits | 5,105 | 5,941 | | Other Operating Income | 333,529 | 131,997 | | Others | 1,047 | 1,105 | | Total | 349,474 | 171,360 | Other (Losses)/Gains – Net In H1 2025, the Group recorded net other losses of RMB 230 million, a significant shift from the prior year's net gains, due to the absence of disposal gains Other (Losses)/Gains – Net Composition | Indicator | 2025 H1 (RMB thousand) | 2024 H1 (RMB thousand) | | :--- | :--- | :--- | | Gain on Disposal of Subsidiaries | – | 1,093,387 | | Gain on Disposal of an Associate | – | 56,000 | | Gain on Disposal of a Joint Venture | – | 254,991 | | Gain/(Loss) on Disposal of Property, Plant and Equipment | 4,775 | (2,929) | | Fair Value Loss on Other Financial Assets | (12) | – | | Others | (235,148) | 141,748 | | Total | (230,385) | 1,543,197 | Finance Costs – Net In H1 2025, net finance costs decreased by 13% to RMB 2.394 billion, with total interest expenses of RMB 4.249 billion, predominantly from bank borrowings Net Finance Costs Composition | Indicator | 2025 H1 (RMB thousand) | 2024 H1 (RMB thousand) | | :--- | :--- | :--- | | Total Interest Expenses | 4,249,471 | 4,612,651 | | Of which: Bank Borrowings | 1,755,463 | 1,715,220 | | Domestic Bonds | 522,837 | 569,613 | | Senior Notes | 1,126,382 | 1,118,785 | | Other Borrowings | 843,097 | 1,199,885 | | Less: Capitalized Finance Costs | (1,680,966) | (2,198,136) | | Net Amount | 2,393,758 | 2,751,643 | Income Tax Expense In H1 2025, income tax expense surged to RMB 1.216 billion, mainly due to a substantial increase in China's land appreciation tax, with corporate income tax rates varying by region Income Tax Expense Composition | Indicator | 2025 H1 (RMB thousand) | 2024 H1 (RMB thousand) | | :--- | :--- | :--- | | Current Income Tax | | | | – Hong Kong Profits Tax | – | 28 | | – Corporate Income Tax | (367,008) | 249,766 | | – China Land Appreciation Tax | 1,140,287 | 356,063 | | Deferred Income Tax | 442,812 | (140,713) | | Total | 1,216,091 | 465,144 | - Corporate income tax rates in China, Cambodia, and Malaysia are 25%, 20%, and 24%, respectively[122] - China Land Appreciation Tax is levied on the appreciation of land value (proceeds from property sales less deductible expenses) at progressive rates ranging from 30% to 60%[123] Dividends The Board resolved not to declare an interim dividend for the six months ended June 30, 2025, consistent with the prior year - The Board resolved not to declare an interim dividend for the six months ended June 30, 2025 (2024 H1: nil)[124] Financial Guarantee Contracts As of June 30, 2025, the Group's total financial guarantees for property buyers' mortgage loans and joint venture borrowings amounted to RMB 59.822 billion, a 4.66% decrease from year-end 2024 Financial Guarantee Contracts | Indicator | 2025 Jun 30 (RMB thousand) | 2024 Dec 31 (RMB thousand) | | :--- | :--- | :--- | | Guarantees for Mortgage Loans Granted to Group's Property Buyers | 49,048,428 | 51,985,832 | | Guarantees for Joint Venture Borrowings | 10,773,561 | 10,743,344 | | Guarantees for an Associate's Borrowings | – | 15,900 | | Total | 59,821,989 | 62,745,076 | - Mortgage loan guarantees provided to property buyers terminate upon issuance of property ownership certificates or full repayment of mortgage loans by buyers; directors believe the fair value of such guarantee contracts is minimal, requiring no provision[125] Commitments As of June 30, 2025, the Group's contracted but unprovided commitments for property development activities, including land premiums, decreased to RMB 10.406 billion Capital and Property Development Activity Commitments | Indicator | 2025 Jun 30 (RMB thousand) | 2024 Dec 31 (RMB thousand) | | :--- | :--- | :--- | | Contracted but Unprovided – Property Development Activities (including land premiums) | 10,405,817 | 12,033,074 | Significant Related Party Transactions The Group engaged in various related party transactions, including remuneration for key management, construction services to joint ventures, loan guarantees, and interest expenses to major shareholders - Major shareholders Dr. Li Sze Lim and Mr. Zhang Li held 26.31% and 22.44% of the company's shares, respectively, as of June 30, 2025[127] Key Management Personnel Remuneration | Indicator | 2025 H1 (RMB thousand) | 2024 H1 (RMB thousand) | | :--- | :--- | :--- | | Salaries and Benefits | 7,761 | 9,647 | Provision of Construction and Other Services | Object | 2025 H1 (RMB thousand) | 2024 H1 (RMB thousand) | | :--- | :--- | :--- | | Joint Ventures | 133,760 | 349,403 | | Associates | – | 657 | | Total | 133,760 | 350,060 | Provision of Loan Guarantees (June 30, 2025) | Object | Bank Borrowings (RMB thousand) | Other Borrowings (RMB thousand) | | :--- | :--- | :--- | | Joint Ventures | 8,846,674 | 1,274,029 | | Associates | – | – | | Total | 8,846,674 | 1,274,029 | Interest Expenses on Borrowings from Related Parties | Object | 2025 H1 (RMB thousand) | 2024 H1 (RMB thousand) | | :--- | :--- | :--- | | Major Shareholders | 59,551 | 41,633 | | Total | 59,551 | 58,516 | Litigation The Group faces multiple significant lawsuits, including three loan contract disputes with Bank of China totaling approximately RMB 5.467 billion, and other disputes, all ongoing - The Group faces multiple significant lawsuits, including three loan contract disputes from Bank of China with claims of approximately RMB 1.899 billion, RMB 1.816 billion, and RMB 1.752 billion, respectively[134] - Other ongoing lawsuits include a land development project contract dispute with Guoxing Global and a loan contract dispute from an asset management company with a claim of approximately RMB 549 million[134] Supplementary Information Reconciliation of Consolidated Financial Statements This reconciliation highlights differences between financial statements prepared under China Accounting Standards and Hong Kong Financial Reporting Standards, primarily due to revaluation gains, deferred taxes, and subsequent measurement of hotel buildings Reconciliation of Consolidated Financial Statements | Indicator | Loss for the Period Ended June 30 (RMB) | Total Equity as of (RMB) | | :--- | :--- | :--- | | | 2025 | 2024 | 2025 Jun 30 | 2024 Dec 31 | | As presented under China Accounting Standards | (4,024,200) | (2,224,832) | 22,527,683 | 26,163,053 | | Impact of adjustments under Hong Kong Financial Reporting Standards: | | | | | | 1. Amortization of revaluation gains on business combinations | (15) | (128) | 34,272 | 34,287 | | 2. Deferred tax | 4 | 32 | (8,569) | (8,573) | | 3. Revaluation gains on investment properties transferred from properties under development | (7,530) | (15,342) | 3,267 | 3,267 | | 4. Subsequent measurement of hotel buildings under revaluation model | (50,380) | (90,431) | 2,214,301 | 2,264,681 | | As presented under Hong Kong Financial Reporting Standards | (4,082,121) | (2,330,701) | 24,770,954 | 28,456,715 | - Differences primarily involve amortization of revaluation gains on business combinations, deferred tax, revaluation gains on investment properties transferred from properties under development, and subsequent measurement of hotel buildings under the revaluation model[135]