大悦城(000031) - 2025 Q2 - 季度财报

Important Notice, Table of Contents, and Definitions This section provides essential disclaimers, a comprehensive report directory, and definitions of key terms for clarity Important Notice The company's board, supervisory board, and senior management guarantee the report's accuracy, while the financial leadership confirms the financial statements' integrity, noting the report is unaudited with no dividend distribution planned - The company's board of directors, supervisory board, and senior management guarantee the truthfulness, accuracy, and completeness of the semi-annual report content[3] - Yao Changlin, the company's legal representative, Wu Lipeng, the person in charge of accounting work, and Xue Xiaoming, the head of the accounting department, declare that the financial report in this semi-annual report is true, accurate, and complete[3] - The company's 2025 semi-annual financial accounting report is unaudited[3] - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the first half of 2025[3] Table of Contents The report's table of contents clearly lists eight main chapters, covering important notices, company profile, management discussion and analysis, corporate governance, significant events, share changes, bond information, and financial reports, along with a list of reference documents - The report comprises eight main chapters, from important notices to financial reports[5] - Reference documents include financial statements signed and sealed by the company's负责人, the person in charge of accounting work, and the head of the accounting department, as well as originals of all publicly disclosed company documents and announcements during the reporting period[7] Definitions This section defines common terms used in the report, including regulatory bodies, company names, currency units, and the reporting period, to ensure accurate understanding of information - Regulatory bodies such as SASAC, CSRC, Shenzhen Securities Regulatory Bureau, and SZSE are defined[9] - "Company," "the Company," and "Grandjoy Holdings" refer to Grandjoy Holdings Group Co., Ltd[9] - The reporting period refers to January 1, 2025, to June 30, 2025[9] Company Profile and Key Financial Indicators This section outlines the company's basic information, stock details, and key financial performance indicators for the reporting period, highlighting revenue, net profit, and cash flow trends Company Profile Grandjoy Holdings Group Co., Ltd., stock code 000031, is listed on the Shenzhen Stock Exchange with Yao Changlin as its legal representative, maintaining consistent contact and disclosure information - Stock Abbreviation: Grandjoy, Stock Code: 000031[11] - Stock Exchange for Listing: Shenzhen Stock Exchange[11] - The company's legal representative: Yao Changlin[11] - Board Secretary: Deng Xiaotian, Contact Number: 86-010-85619759[12] Key Accounting Data and Financial Indicators In H1 2025, the company's operating revenue decreased by 5.29% year-on-year, but net profit attributable to shareholders turned profitable with a 129.87% increase, and net operating cash flow grew by 38.15% 2025 H1 Key Accounting Data and Financial Indicators | Indicator | Current Period (yuan) | Prior Period (yuan) | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 15.23 billion yuan | 16.08 billion yuan | -5.29% | | Net Profit Attributable to Shareholders | 108.60 million yuan | -363.65 million yuan | 129.87% | | Net Profit Attributable to Shareholders Excluding Non-Recurring Gains and Losses | 92.63 million yuan | -419.87 million yuan | 122.06% | | Net Cash Flow from Operating Activities | 2.69 billion yuan | 1.95 billion yuan | 38.15% | | Basic Earnings Per Share (yuan/share) | 0.03 yuan | -0.08 yuan | 137.50% | | Weighted Average Return on Net Assets | 1.02% | -2.68% | an increase of 3.7 percentage points | | Total Assets (Period-End) | 169.39 billion yuan | 178.57 billion yuan | -5.14% | | Net Assets Attributable to Shareholders (Period-End) | 10.78 billion yuan | 10.60 billion yuan | 1.75% | Differences in Accounting Data Under Domestic and International Accounting Standards During the reporting period, the company reported no differences in net profit and net assets between financial statements prepared under international or overseas accounting standards and Chinese accounting standards - The company's reporting period shows no differences in net profit and net assets between financial reports disclosed under International Accounting Standards and Chinese Accounting Standards[17] - The company's reporting period shows no differences in net profit and net assets between financial reports disclosed under overseas accounting standards and Chinese Accounting Standards[18] Non-Recurring Gains and Losses Items and Amounts Non-recurring gains and losses totaled 15.97 million yuan in H1 2025, primarily from non-current asset disposals, government grants, fair value changes, and other non-operating income/expenses, with some fund occupation fees classified as recurring 2025 H1 Non-Recurring Gains and Losses Items and Amounts | Item | Amount (yuan) | | :--- | :--- | | Gains and losses from disposal of non-current assets | 2.70 million yuan | | Government grants included in current profit and loss | 6.30 million yuan | | Gains and losses from changes in fair value and disposal of financial assets and liabilities | 0.67 million yuan | | Entrusted management fee income | 0.24 million yuan | | Other non-operating income and expenses apart from the above | 26.29 million yuan | | Less: Income tax impact | 8.62 million yuan | | Minority shareholder equity impact (after tax) | 11.60 million yuan | | Total | 15.97 million yuan | - The company classifies interest on funds borrowed by subsidiaries from their minority shareholders or by the company from investee companies (115.93 million yuan) as recurring gains and losses, as it is directly related to normal production and operations and occurs continuously[23] Management Discussion and Analysis This section analyzes the company's business performance, industry trends, core competencies, and financial status in H1 2025, outlining strategic responses to market challenges and future plans - 2025 H1 domestic GDP increased by 5.3% year-on-year[25] - Real estate market policies continue to optimize, aiming for stabilization and increased supply of high-quality housing[25] - In the first half of the year, national new commercial housing sales area decreased by 3.5% year-on-year, and sales value decreased by 5.5% year-on-year[26] - The company achieved operating revenue of 15.23 billion yuan in the first half of the year, a year-on-year decrease of 5.29%; net profit attributable to parent company owners was 108.60 million yuan, a year-on-year increase of 472 million yuan[38] - The comprehensive gross profit margin in the first half of the year was 36.35%, an increase of 13.76 percentage points compared to the same period last year[38] - The average cost of new borrowings for the company in the first half of 2025 was 2.85%; the comprehensive financing cost for the first half of the year was 3.64%, a decrease of 42 basis points compared to the end of last year[39] Company's Main Business Activities During the Reporting Period In H1 2025, the company navigated a complex global environment with stable domestic economic growth, optimizing real estate policies, expanding its commercial footprint, upgrading development products, and reducing financing costs Industry Analysis In H1 2025, China's economy grew steadily, with real estate sales declines narrowing due to policy support, while commercial property benefited from consumption stimulus, anticipating continued recovery in H2 - In the first half of 2025, domestic GDP reached approximately RMB 66.05 trillion yuan, an increase of 5.3% year-on-year at constant prices[25] - Real estate market policy tone shifted from "continuously promoting the stabilization and recovery of the real estate market" to "more vigorously promoting the stabilization and recovery of the real estate market," emphasizing policy efforts to "stimulate demand," "reduce inventory," and "prevent risks"[25] - In the first half of 2025, national new commercial housing sales area was approximately 459 million square meters, a year-on-year decrease of 3.5%; new commercial housing sales value was approximately 4.42 trillion yuan, a year-on-year decrease of 5.5%[26] - From January to June 2025, total retail sales of consumer goods increased by 5.0% year-on-year, and the average rent of shops in major business districts in key cities decreased by 0.12% month-on-month, with the decline narrowing by 0.19 percentage points compared to the second half of 2024[32] Company Operations Review The company demonstrated enhanced operational resilience and improved development quality in H1, marked by successful commercial openings, upgraded product systems, optimized capital management, and reduced financing costs - In commercial operations, the company expanded its footprint, successfully completing the high-quality opening of Nanchang Grandjoy City; sales and foot traffic both increased by over 10% year-on-year[37] - The development business initially completed a "good house" product system with the value proposition of "proactive health and scenario-based living," achieving a comprehensive upgrade of its residential product management system[37] - During the reporting period, the company achieved operating revenue of 15.23 billion yuan, a year-on-year decrease of 5.29%; net profit attributable to shareholders was 108.60 million yuan, a year-on-year increase of 472 million yuan[38] - During the reporting period, net cash flow from operating activities was 2.69 billion yuan, an increase of 38.15% year-on-year[38] - At the end of the reporting period, the company's land reserves had a salable value of approximately 110.50 billion yuan, primarily distributed in core metropolitan areas such as Beijing-Tianjin-Hebei, Yangtze River Delta, Middle Yangtze River, Guangdong-Hong Kong-Macao Greater Bay Area, and Chengdu-Chongqing[38] - By the end of the reporting period, 12 "white list" projects and 9 operational property loan projects were successfully approved, ensuring the company's cash flow safety[39] - In the first half of 2025, the company's average cost of new borrowings was 2.85%; the comprehensive financing cost for the first half of the year was 3.64%, a decrease of 42 basis points compared to the end of last year[39] Operating Performance of Business Segments The company's development business achieved 8.64 billion yuan in contracted sales, while its operating segments (malls, offices, industrial parks, hotels, and long-term rentals) showed strong performance with significant growth in mall sales and foot traffic - Sales-type business achieved total contracted sales of 8.64 billion yuan in the first half of 2025, with a contracted area of 479,000 square meters[40] - A "good house" product system with the value proposition of "proactive health and scenario-based living" was established, integrating and iterating with the Yue series and No. 1 series products[41] - Company shopping centers achieved sales of approximately 22.00 billion yuan, a year-on-year increase of 12.2%; foot traffic reached 200 million visits, a year-on-year increase of 19.6%; average occupancy rate was 92%[43] - Nanchang Grandjoy City's opening day foot traffic exceeded 240,000 visits, with sales of nearly 16.30 million yuan; Shenzhen Grandjoy City's opening day foot traffic exceeded 420,000 visits, with sales of nearly 20.00 million yuan[44] - The company's office buildings had an overall average occupancy rate of 90.6%, with the benchmark office project COFCO Plaza awarded "2025 Top 10 Chinese Office Building Brands"[48] - Shenzhen's operational industrial park projects had an overall average occupancy rate of 98.3%, and COFCO (Fu'an) Robot Technology Park was awarded "Bay Area Robot Industrial Cluster Demonstration Park"[49][50] - The hotel segment achieved an occupancy rate of 84%, and 11 operational long-term apartment projects reached an occupancy rate of 90%[51][52] - Property management services managed 158 projects, with a contracted management area of approximately 31.37 million square meters, an increase of 4.1% from the end of last year, and was awarded "No. 27 on the 2025 China Property Service Top 100 Enterprises List"[53] Land Reserves and Project Development and Sales The company reported no new land acquisitions in the period, with existing land reserves exceeding 32 million square meters across key regions, and ongoing projects progressing well towards completion, sales, and settlement - No new land reserves were added during the reporting period[54] Cumulative Land Reserves (by Region) | Region Name | Total Land Area (sqm) | Total GFA (sqm) | Remaining Developable GFA (sqm) | | :--- | :--- | :--- | :--- | | Northern Region | 4,603,194.43 sqm | 11,002,384.69 sqm | 2,645,041.22 sqm | | Eastern China Region | 3,907,672.37 sqm | 7,791,367.87 sqm | 932,541.43 sqm | | Southern China Region | 2,233,155.88 sqm | 4,932,667.89 sqm | 455,282.55 sqm | | Southwestern Region | 4,155,226.82 sqm | 8,695,368.86 sqm | 3,010,517.45 sqm | | Hong Kong Region | 1,200.00 sqm | 20,000.00 sqm | 0 sqm | | Total | 14,900,449.50 sqm | 32,441,789.31 sqm | 7,043,382.65 sqm | - The report details land area, planned GFA, cumulative completed area, estimated total investment, and cumulative total investment for residential, commercial, office, and hotel projects in multiple cities including Beijing, Tianjin, Shenyang, Xi'an, Shanghai, Nanjing, and Shenzhen[58][59][60] - The report details each project's salable area, cumulative sales area, current period sales area, current period sales value, cumulative settlement area, current period settlement area, and current period settlement value[75][77][78] - The report shows the occupancy rates of shopping centers, office buildings, industrial parks, long-term apartments, and hotels in various cities[86][87] Financing Channels The company utilizes diverse financing channels including bank loans, medium-term notes, corporate bonds, trust financing, and bond insurance, with a total financing balance of 62.60 billion yuan and a comprehensive financing cost of 3.64% at period-end Period-End Financing Channels and Maturity Structure | Financing Channel | Period-End Financing Balance (billion yuan) | Maturity Structure (billion yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | | | | Within 1 Year | 1-2 Years | 2-3 Years | Over 3 Years | | Bank Loans | 42.50 billion yuan | 4.97 billion yuan | 3.83 billion yuan | 7.65 billion yuan | 26.06 billion yuan | | Medium-Term Notes | 5.00 billion yuan | 0.00 yuan | 3.50 billion yuan | 1.50 billion yuan | 0.00 yuan | | Corporate Bonds | 10.80 billion yuan | 8.00 billion yuan | 1.60 billion yuan | 0.50 billion yuan | 0.70 billion yuan | | Trust Financing | 0.50 billion yuan | 0.50 billion yuan | 0.00 yuan | 0.00 yuan | 0.00 yuan | | Bond Insurance | 3.80 billion yuan | 3.80 billion yuan | 0.00 yuan | 0.00 yuan | 0.00 yuan | | Total | 62.60 billion yuan | 17.27 billion yuan | 8.93 billion yuan | 9.65 billion yuan | 26.76 billion yuan | - The comprehensive financing cost was 3.64%[92] Development Strategy and H2 Operating Plan For H2, the company will pursue its 'Excellent Urban Operations and Better Living Service Provider' strategy, focusing on product and regional development, enhancing commercial leadership, improving development quality, and driving sales and cash collection - In the second half of 2025, the company will adhere to the strategic direction of "Excellent Urban Operations and Better Living Service Provider," uphold the "1123" strategic system, enhance its leading position in commercial operations, solidify high-quality development business, and promote product and regional focus[93] - In terms of investment, the company adheres to strategy-led investment, focusing on investment opportunities in first-tier and core second-tier cities; in terms of operations, it prioritizes improving the turnover efficiency of existing projects, ensuring new launches and openings proceed as planned within the year[93] - In terms of sales, the company will intensify efforts to reduce inventory and implement multiple measures to boost sales collection; in terms of commercial operations, it will continuously enhance operational management capabilities and promote the expansion of Grandjoy Commercial REIT[93] Guarantees Provided to Commercial Housing Purchasers for Bank Mortgage Loans The company provides phased joint liability guarantees for commercial housing purchasers' mortgage loans until formal mortgage procedures are completed, with 8.24 billion yuan outstanding as of June 30, 2025, and a low probability of actual guarantee fulfillment - The company provides phased joint liability guarantees for borrowers (purchasers) regarding mortgage loan debts, with the guarantee period from the date of signing the loan contract until the borrower (purchaser) completes the formal mortgage procedures with the commercial bank as the mortgagee and delivers the other rights certificate to the commercial bank[95] - As of June 30, 2025, the outstanding guarantee amount was RMB 8.24 billion yuan[95] - Based on the actual operating conditions of the company's real estate business, no situations arose at the end of the reporting period where the company directly fulfilled corresponding guarantee responsibilities due to borrowers (purchasers) failing to repay commercial bank loans, resulting in actual losses for the company[95] Core Competitiveness Analysis The company's core strengths lie in its leading commercial operations, efficient execution, strong brand reputation, diversified land acquisition, multi-format synergy, and integrated innovation capabilities, all supporting high-quality development - Grandjoy Property, a subsidiary of the company, is a leading commercial real estate developer in China, possessing strong operational capabilities and brand influence, achieving precise tenant attraction and rational customer guidance through big data systems and long-term operational experience[98] - The company closely follows real estate industry development trends, vigorously promotes the construction of a large operational system, and improves project operational efficiency to achieve stable company development[99] - Relying on the strong brand image of COFCO Group and the well-known commercial brand "Grandjoy City," the company has formed strong market appeal, focusing on residential improvement demands and building a "COFCO Good House" product system[100] - The company acquires high-quality land through a dual approach of public and non-public markets, as well as independent and cooperative land acquisition; it fully leverages internal and external resources to acquire existing land through urban renewal and other means[101] - The company's business scope covers diverse formats including residential, commercial, industrial, office, hotel, and long-term apartments, enabling it to meet diversified market demands and possess strong risk resistance capabilities[102] - The company integrates its own advantages with national policy guidance and industry development trends, actively consolidating high-quality resources to form innovative urban integrated operational capabilities[103] Main Business Analysis The company's main business aligns with prior disclosures; H1 2025 saw a 5.29% revenue decrease, but a larger cost reduction led to significantly improved gross margins, alongside increased R&D investment and operating cash flow, despite a substantial drop in financing cash flow 2025 H1 Major Financial Data Year-on-Year Changes | Indicator | Current Period (yuan) | Prior Period (yuan) | Y-o-Y Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 15.23 billion yuan | 16.08 billion yuan | -5.29% | - | | Operating Cost | 9.70 billion yuan | 12.45 billion yuan | -22.12% | - | | R&D Investment | 3.04 million yuan | 0.17 million yuan | 1686.61% | Primarily due to current period's "good house" series R&D work in response to national and market demand | | Net Cash Flow from Operating Activities | 2.69 billion yuan | 1.95 billion yuan | 38.15% | Primarily due to a year-on-year decrease in expenditures for engineering construction, income tax, and land value-added tax in the current period | | Net Cash Flow from Investing Activities | -246.53 million yuan | -1.18 billion yuan | 79.08% | Primarily due to a year-on-year decrease in expenditures for held-for-investment construction and cash paid for investments in the current period | | Net Cash Flow from Financing Activities | -5.54 billion yuan | -1.62 billion yuan | -241.47% | Primarily due to a year-on-year decrease in net bank borrowings in the current period | - The company's profit composition or sources of profit did not undergo significant changes during the reporting period[107] - Income from commercial housing sales and primary land development accounted for 75.64%, a year-on-year decrease of 7.40%, with a gross profit margin of 31.14%, an increase of 17.48 percentage points[110][113] - Income from investment properties and related services accounted for 16.80%, a year-on-year decrease of 1.73%, with a gross profit margin of 59.39%, a decrease of 2.52 percentage points[110][113] - Management output income increased by 51.06% year-on-year, and property and other income increased by 14.97% year-on-year[110] - Operating revenue in the Southern China region increased by 138.14% year-on-year, the Northern region increased by 61.97% year-on-year, and the Eastern China region decreased by 83.50% year-on-year[110] Non-Main Business Analysis Non-main business activities in the reporting period primarily included negative investment income and asset impairment losses, mainly from inventory write-downs, alongside other non-operating income and expenses 2025 H1 Non-Main Business Profit Composition | Item | Amount | Share of Total Profit | Reason for Formation | Sustainability | | :--- | :--- | :--- | :--- | :--- | | Investment Income | -430.48 million yuan | -29.77% | Primarily long-term equity investment income accounted for using the equity method | Yes | | Asset Impairment | -339.65 million yuan | -23.49% | Primarily inventory impairment losses | No | | Non-Operating Income | 30.08 million yuan | 2.08% | Primarily penalty income | No | | Non-Operating Expenses | 6.58 million yuan | 0.46% | Primarily compensation payments and other non-recurring expenses | No | Asset and Liability Status Analysis At period-end, total assets and current assets decreased, while investment properties and long-term equity investments increased their proportion; liabilities saw a reduction in short-term borrowings and contract liabilities, but an increase in non-current liabilities due within one year, with over 41.02 billion yuan in restricted assets 2025 H1 Significant Changes in Asset Composition | Item | End of Current Period (yuan) | Share of Total Assets | End of Prior Year (yuan) | Share of Total Assets | Weight Change | Explanation of Significant Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 24.04 billion yuan | 14.19% | 27.09 billion yuan | 15.17% | a decrease of 0.98 percentage points | - | | Inventories | 66.00 billion yuan | 38.97% | 76.78 billion yuan | 43.00% | a decrease of 4.03 percentage points | - | | Investment Properties | 36.23 billion yuan | 21.39% | 30.85 billion yuan | 17.28% | an increase of 4.11 percentage points | - | | Long-Term Equity Investments | 14.00 billion yuan | 8.26% | 14.07 billion yuan | 7.88% | an increase of 0.38 percentage points | - | | Short-Term Borrowings | 641.47 million yuan | 0.38% | 2.39 billion yuan | 1.34% | a decrease of 0.96 percentage points | Primarily due to timely repayment of short-term bank borrowings in the current period | | Contract Liabilities | 20.58 billion yuan | 12.15% | 25.00 billion yuan | 14.00% | a decrease of 1.85 percentage points | - | | Non-Current Assets Due Within One Year | 694.21 million yuan | 0.41% | 61.88 million yuan | 0.03% | an increase of 0.38 percentage points | Primarily interest on funds borrowed by subsidiaries from their minority shareholders or by the company from investee companies, reclassified from other non-current assets to non-current assets due within one year according to contract terms | | Other Non-Current Financial Assets | 29.45 million yuan | 0.02% | 59.25 million yuan | 0.03% | a decrease of 0.01 percentage points | Primarily due to the recovery of trust guarantee deposits in the current period | | Prepayments | 345.93 million yuan | 0.20% | 247.27 million yuan | 0.14% | an increase of 0.06 percentage points | Primarily prepayments for engineering and land | | Derivative Financial Assets | 0.32 million yuan | 0.0002% | 3.98 million yuan | 0.0022% | a decrease of 0.002 percentage points | Primarily due to the expiration of forward contracts leading to a reduction in related assets | - The company had no major overseas assets during the reporting period[119] - The company's financial assets and liabilities measured at fair value totaled 29.76 million yuan and 1.01 million yuan respectively at period-end[120] - As of the end of the reporting period, the company's total restricted assets amounted to 41.02 billion yuan, primarily including pledged or mortgaged monetary funds, accounts receivable, inventories, investment properties, fixed assets, intangible assets, and long-term equity investments[123] Investment Status Analysis The company's investment increased by 68.18% year-on-year, mainly due to capital injections into wholly-owned subsidiaries; it holds no securities investments but uses currency forward contracts for hedging, and all raised funds have been fully utilized as planned - The investment amount for the reporting period was 2.09 billion yuan, compared to 1.24 billion yuan in the same period last year, an increase of 68.18% year-on-year[124] - The company injected 1.50 billion yuan of capital into its wholly-owned subsidiary Shenzhen Jinfengcheng Real Estate Development Co., Ltd., maintaining a 100% shareholding ratio[126] - The company had no securities investments during the reporting period[127] Derivative Investments for Hedging Purposes During the Reporting Period | Derivative Investment Type | Initial Investment Amount (million yuan) | Period-End Investment Amount (million yuan) | Share of Company's Net Assets at Period-End | | :--- | :--- | :--- | :--- | | Currency Forward | 214.76 million yuan | 143.17 million yuan | 1.33% | - Derivative investments primarily consist of currency forward contracts, used to mitigate risks arising from exchange rate fluctuations, with highly effective hedging results[130] - Funds raised from multiple corporate bonds issued from 2020 to 2025 and non-publicly issued corporate bonds have all been utilized as per the prospectus[134][135][136] Significant Asset and Equity Disposals During the reporting period, the company did not engage in any significant asset or equity disposals - The company did not sell significant assets during the reporting period[138] - The company did not engage in related party transactions involving asset or equity acquisitions or disposals during the reporting period[168] Analysis of Major Holding and Participating Companies Xi'an International Land Port Wenxing Real Estate Co., Ltd. and Xiamen Yueji Commercial Management Co., Ltd. significantly impacted net profit (over 10%) due to concentrated delivery and settlement, while the company's consolidated scope decreased by two subsidiaries Major Subsidiaries with Over 10% Impact on Company's Net Profit | Company Name | Company Type | Main Business | Registered Capital (million yuan) | Total Assets (million yuan) | Net Assets (million yuan) | Operating Revenue (million yuan) | Operating Profit (million yuan) | Net Profit (million yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Xi'an International Land Port Wenxing Real Estate Co., Ltd. | Subsidiary | Real estate development and sales | 400.00 million yuan | 3.72 billion yuan | 1.14 billion yuan | 2.54 billion yuan | 947.67 million yuan | 788.86 million yuan | | Xiamen Yueji Commercial Management Co., Ltd. | Subsidiary | Real estate development and sales | 1.40 billion yuan | 2.52 billion yuan | 1.83 billion yuan | 4.36 billion yuan | 441.33 million yuan | 331.42 million yuan | - During the reporting period, the company added 0 subsidiaries due to non-same-control enterprise mergers, and the consolidated scope net decreased by 2 subsidiaries due to other reasons[141] Structured Entities Controlled by the Company During the reporting period, the company did not control any structured entities - The company had no controlled structured entities during the reporting period[142] Company Risks and Countermeasures The company faces environmental, market, and operational risks from global complexities, real estate market uncertainties, and evolving industry models, which it addresses by strengthening management, adapting strategies, and enhancing comprehensive capabilities - Environmental Risk: In 2025, the international situation is severe and complex, with increasing instability and uncertainty, and the foundation for economic recovery and improvement still needs consolidation. The company will continue to monitor domestic and international macroeconomic situations, strengthen operational management capabilities, and respond to uncertainties with certainty[143] - Market Risk: Real estate policies continue to be loose, but the extent of market recovery is still influenced by multiple factors such as economic conditions, policy intensity, policy implementation effectiveness, and market expectations, with short-term market pressure remaining. The company will continue to monitor policy and industry changes, adjust marketing strategies promptly, and invest precisely[144] - Business Risk: China's urbanization is transitioning from a period of rapid growth to stable development, and the real estate development model is also changing, with the industry shifting from quantitative expansion to qualitative improvement. The company will continue to focus on enhancing comprehensive capabilities such as product capability, service capability, operational capability, and development capability[145] Implementation of Market Value Management System and Valuation Enhancement Plan During the reporting period, the company neither formulated a market value management system nor disclosed a valuation enhancement plan - Has the company formulated a market value management system: No[146] - Has the company disclosed a valuation enhancement plan: No[146] Implementation of 'Quality and Return Dual Improvement' Action Plan During the reporting period, the company did not disclose any announcement regarding the 'Quality and Return Dual Improvement' action plan - Has the company disclosed an announcement regarding the "Quality and Return Dual Improvement" action plan: No[146] Corporate Governance, Environment, and Society This section details changes in the company's governance, including personnel shifts, profit distribution plans, and environmental and social responsibility initiatives, reflecting its commitment to sustainable development Changes in Directors, Supervisors, and Senior Management During the reporting period, Deng Xiaotian was appointed Board Secretary, Yu Juchuan and Guo Fengrui resigned as Assistant General Managers due to work changes, and Sun Zhuli departed as a director for work-related reasons - Deng Xiaotian was appointed as Board Secretary[148] - Yu Juchuan resigned from the position of Assistant General Manager, and Guo Fengrui resigned from the positions of Assistant General Manager and Board Secretary, both due to work changes[148] - Sun Zhuli resigned from the position of director due to work requirements[148] Profit Distribution and Capital Reserve Conversion to Share Capital for the Reporting Period The company plans no cash dividends, bonus shares, or capital reserve conversions to share capital for the semi-annual period - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the semi-annual period[149] Implementation of Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures During the reporting period, the company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures in place or implemented - The company had no equity incentive plans, employee stock ownership plans, or other employee incentive measures and their implementation during the reporting period[150] Environmental Information Disclosure The company and its key subsidiary, Sanya Yalong Bay Development Co., Ltd., are listed as legally required environmental information disclosers, with their environmental data publicly available on the national pollution permit management platform - The listed company and its major subsidiary, Sanya Yalong Bay Development Co., Ltd., are included in the list of enterprises required to disclose environmental information by law[151] - The environmental information disclosure report can be found on the National Pollution Discharge Permit Management Information Platform[151] Social Responsibility The company actively fulfills its state-owned enterprise social responsibilities through consumer assistance, cultural tourism integration, sustainable development reporting, green shopping center initiatives, and leveraging brand influence to boost market vitality - Implementing the "four no-removals" requirement, the company multi-dimensionally supports consumer assistance and cultural tourism integration, jointly promoting the revitalization and development of designated assistance areas[152] - Fulfilling its social responsibilities as a listed company to a high standard, the company compiled and released the "Grandjoy Holdings 2024 Sustainable Development Report," promoting both corporate development and social value enhancement[153] - Continuously promoting the green and low-carbon transformation of Grandjoy City shopping center construction and development, implementing the "Green Grandjoy City" concept, and contributing to the construction of a beautiful China[153] - Contributing to the expansion and quality improvement of consumption, leveraging brand influence and the "Grandjoy Ecosystem" energy to unleash consumer market vitality, with the "Grandjoy True Orange Season" event in April attracting over 26.18 million participants[154] - Actively responding to policy requirements, implementing the "Chinese Products Global Tour" event, and further unleashing the vitality and potential of the consumer market through measures such as venue rent reductions and assistance with online platform对接[154] Significant Matters This section covers significant events including commitment fulfillment, related party transactions, litigation, and other material developments, providing transparency on the company's operational and legal landscape Fulfillment of Commitments During the reporting period, no outstanding or overdue commitments from the company, its actual controller, shareholders, related parties, or acquirers were identified - The company's reporting period shows no commitments from the company's actual controller, shareholders, related parties, acquirers, or the company itself that were fulfilled during the reporting period or were overdue and unfulfilled as of the end of the reporting period[157] Non-Operating Funds Occupied by Controlling Shareholders and Other Related Parties During the reporting period, there were no instances of non-operating funds being occupied by controlling shareholders or other related parties of the listed company - The company's reporting period shows no non-operating funds occupied by controlling shareholders or other related parties of the listed company[158] Irregular External Guarantees During the reporting period, the company had no irregular external guarantees - The company had no irregular external guarantees during the reporting period[159] Appointment and Dismissal of Accounting Firms The company's semi-annual financial report was unaudited - The company's semi-annual report is unaudited[160] Board of Directors' and Supervisory Board's Explanation on 'Non-Standard Audit Report' During the reporting period, the company did not receive any 'non-standard audit reports' from its accounting firm - The company's reporting period shows no instances of the accounting firm issuing a "non-standard audit report"[161] Bankruptcy and Reorganization Matters During the reporting period, the company was not involved in any bankruptcy or reorganization matters - The company had no bankruptcy or reorganization matters during the reporting period[161] Litigation Matters The company is involved in several lawsuits, including a successful second-instance appeal for a loan recovery case, a successful first-instance claim for guarantee fulfillment against a joint venture, and a fulfilled guarantee obligation for a subsidiary's loan - Shenzhen Jinfengcheng Real Estate Development Co., Ltd. filed a lawsuit against Shenzhen Huijin No. 1 Investment Partnership (Limited Partnership), with an involved amount of 1.16 billion yuan, which concluded with a successful second-instance appeal and is currently in the enforcement stage[163] - The company's joint venture, Foshan Xinjiyuan Real Estate Co., Ltd., failed to repay a China Agricultural Bank loan as agreed, and the company bore joint and several guarantee liability in proportion to its 50% equity, paying 460 million yuan of loan principal and corresponding interest to Agricultural Bank. The company filed a lawsuit against Foshan Xinjiyuan for recovery, winning in the first instance, and it is currently in the enforcement stage[163] - The company's controlling subsidiary, Wuhan Yucan Real Estate Development Co., Ltd., borrowed from China Agricultural Bank, with the company providing joint and several guarantee liability in proportion to its 50% shareholding. The company has fulfilled its corresponding guarantee obligations, and Agricultural Bank has withdrawn its lawsuit against the company[163][164] - The Langfang Intermediate People's Court of Hebei Province issued a first-instance judgment in the case of Agricultural Bank v. Wuhan Yucan and China Fortune Land Development for a financial loan contract dispute, ordering Wuhan Yucan to repay the plaintiff Agricultural Bank the outstanding principal of 131.78 million yuan and corresponding interest, penalties, and compound interest, with China Fortune Land Development bearing joint and several liability for the aforementioned debt[164] Penalties and Rectification During the reporting period, the company had no significant penalties or rectification matters - The company had no significant penalties or rectification matters during the reporting period[165] Integrity Status of the Company, its Controlling Shareholder, and Actual Controller During the reporting period, the company, its controlling shareholder, and actual controller had no unfulfilled court judgments or large overdue debts - The company's reporting period shows no unfulfilled court judgments or large overdue debts for the company, its controlling shareholder, or actual controller[166] Significant Related Party Transactions The company engaged in routine related party transactions including goods sales/purchases, service provision/acceptance, leases, and financial company dealings, with significant service transactions totaling tens of millions of yuan - The company and its subsidiaries leased related party properties for office space or shops, with transaction amounts totaling 11.90 million yuan for the current period[167] - The company and its subsidiaries leased out some properties to related parties, with transaction amounts totaling 55.40 million yuan for the current period[167] - The company and its subsidiaries accepted property management, catering, employee insurance, hotel management, and other services from related parties, with transaction amounts totaling 24.09 million yuan for the current period[167] - The company and its subsidiaries provided property management,代建, and other services to related parties, with transaction amounts totaling 26.95 million yuan for the current period[167] - The company had no related party transactions involving asset or equity acquisitions or disposals during the reporting period[168] - The company had no related party transactions involving joint external investments during the reporting period[169] - The company had no non-operating related party creditor-debtor relationships during the reporting period[170] Dealings with COFCO Finance Co., Ltd. (Deposit Business) | Related Party | Related Party Relationship | Daily Max Deposit Limit (million yuan) | Deposit Interest Rate Range | Beginning Balance (million yuan) | Total Deposits This Period (million yuan) | Total Withdrawals This Period (million yuan) | Ending Balance (million yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | COFCO Finance Co., Ltd. | Under common control of COFCO Group | 6.50 billion yuan | 1.15% | 2.92 billion yuan | 36.04 billion yuan | 37.86 billion yuan | 1.10 billion yuan | - The company had no loan business with COFCO Finance Co., Ltd[171] - The company was entrusted with the operation and management of COFCO Group (Shenzhen) Co., Ltd., and received a management fee of 0.25 million yuan during the reporting period[172] Significant Contracts and Their Performance The company has a management entrustment agreement for COFCO Group (Shenzhen) Co., Ltd., with no significant contracting or leasing activities; its total external guarantees represent 238.90% of net assets, including 17.55 billion yuan for entities with over 70% asset-liability ratios - The company, as the entrusted party, signed an entrusted operation and management contract with COFCO Group (Shenzhen) Co., Ltd[175] - The company had no entrusted management projects that generated profit or loss exceeding 10% of the company's total profit for the reporting period[176] - The company had no contracting situations during the reporting period[177] - The company had no significant leasing situations during the reporting period[178] External Guarantees by the Company and its Subsidiaries (Excluding Guarantees to Subsidiaries) | Guaranteed Entity Name | Guarantee Limit (million yuan) | Actual Guarantee Amount (million yuan) | Guarantee Type | Guarantee Period | Fulfilled | Related Party Guarantee | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Suzhou Wujiang Ruize Real Estate Co., Ltd. | 300.00 million yuan | 240.00 million yuan | Joint and several liability guarantee | 8 years | Yes | No | | Shenzhen Zhongyi Changchang Investment Co., Ltd. | 600.00 million yuan | 600.00 million yuan | Joint and several liability guarantee | 7 years | No | No | | Beijing Henghe Yuexing Real Estate Co., Ltd. | 2.19 billion yuan | 1.72 billion yuan | Joint and several liability guarantee, equity pledge | 23 years | No | No | | Shaoxing Yuanhao Real Estate Co., Ltd. | 425.00 million yuan | 399.94 million yuan | Joint and several liability guarantee, equity pledge | 6 years | No | No | | Wuhan Diyue Town Real Estate Development Co., Ltd. | 147.00 million yuan | 95.55 million yuan | Joint and several liability guarantee | 2.5 years | No | No | | Foshan Ganying Real Estate Co., Ltd. | 150.00 million yuan | 142.25 million yuan | Joint and several liability guarantee, equity pledge | 4.5 years | No | No | | Suzhou Wujiang Ruize Real Estate Co., Ltd. | 240.00 million yuan | 135.00 million yuan | Joint and several liability guarantee | 5 years | No | No | - The total approved external guarantee limit at the end of the reporting period was 8.86 billion yuan, and the total actual external guarantee balance at the end of the reporting period was 3.56 billion yuan[180] - The total actual guarantee amount accounted for 238.90% of the company's net assets[182] - The debt guarantee balance provided directly or indirectly for guaranteed entities with an asset-liability ratio exceeding 70% was 17.55 billion yuan[182] - The amount of guarantees exceeding 50% of net assets was 20.37 billion yuan[182] - The company bore guarantee responsibility for its controlling subsidiary Wuhan Yucan Real Estate Development Co., Ltd[182] - The company had no entrusted wealth management or entrusted loans during the reporting period[185][186] - The company had no other significant contracts during the reporting period[187] Explanation of Other Significant Matters During the reporting period, the company had no other significant matters requiring explanation - The company had no other significant matters requiring explanation during the reporting period[188] Significant Matters of Company Subsidiaries Post-reporting period, Grandjoy Property, a subsidiary, plans to delist from the Hong Kong Stock Exchange via a scheme of arrangement to repurchase shares from all shareholders except the company and Demao Co., Ltd., pending regulatory approvals - After the reporting period, Grandjoy Property Co., Ltd., a controlling subsidiary of the company, plans to repurchase 4,729,765,214 shares held by all other shareholders of Grandjoy Property, excluding the company and Demao Co., Ltd. (a wholly-owned subsidiary of COFCO Group Co., Ltd., the company's controlling shareholder), through a scheme of arrangement[189] - Grandjoy Property intends to apply for the withdrawal of its listing status from the Hong Kong Stock Exchange[189] - This arrangement is subject to the satisfaction or waiver of several conditions before it can become effective, including approval by the Grandjoy Property EGM, the Court Meeting, the Bermuda Supreme Court's approval of the scheme of arrangement and registration of the relevant court order, and all necessary approvals from the Stock Exchange and other relevant regulatory authorities in other jurisdictions, thus posing risks of uncertainty in approval[189] Share Changes and Shareholder Information This section details the company's share capital structure, shareholder composition, and any changes in shareholdings of key personnel, confirming no changes in total shares or controlling shareholder during the period Share Change Status During the reporting period, the company's total share capital remained unchanged, with the structure of restricted and unrestricted shares also stable 2025 H1 Share Change Status | Share Class | Quantity Before Change (shares) | Percentage Before Change | Change in Quantity (shares) | Quantity After Change (shares) | Percentage After Change | | :--- | :--- | :--- | :--- | :--- | :--- | | I. Restricted Shares | 283,426,170 shares | 6.61% | 0 shares | 283,426,170 shares | 6.61% | | Of which: Shares held by domestic legal persons | 283,417,532 shares | 6.61% | 0 shares | 283,417,532 shares | 6.61% | | Shares held by domestic natural persons | 8,638 shares | 0.00% | 0 shares | 8,638 shares | 0.00% | | II. Unrestricted Shares | 4,002,887,169 shares | 93.39% | 0 shares | 4,002,887,169 shares | 93.39% | | Of which: RMB ordinary shares | 4,002,887,169 shares | 93.39% | 0 shares | 4,002,887,169 shares | 93.39% | | III. Total Shares | 4,286,313,339 shares | 100.00% | 0 shares | 4,286,313,339 shares | 100.00% | - The reasons for share changes, approval status, and transfer status during the company's reporting period are all not applicable[193] - The company had no progress on share repurchases during the reporting period[194] Securities Issuance and Listing During the reporting period, the company had no new securities issuance or listing activities, with further details available in the 'Bond-Related Information' section - The company had no securities issuance or listing during the reporting period[194] Number of Shareholders and Shareholding Status As of the reporting period end, the company had 96,562 common shareholders, with Mingyi Co., Ltd. and COFCO Group Co., Ltd. as the top two, holding a combined 69.28% of shares - The total number of common shareholders at the end of the reporting period was 96,562 households[196] Shareholding Status of Top 10 Shareholders or Shareholders Holding 5% or More at Period-End | Shareholder Name | Shareholder Type | Shareholding Percentage | Quantity at Period-End (shares) | Restricted Shares Held (shares) | Unrestricted Shares Held (shares) | | :--- | :--- | :--- | :--- | :--- | :--- | | Mingyi Co., Ltd. | Overseas Legal Person | 49.28% | 2,112,138,742 shares | - | 2,112,138,742 shares | | COFCO Group Co., Ltd. | State-Owned Legal Person | 20.00% | 857,354,140 shares | - | 857,354,140 shares | | Taiping Life Insurance Co., Ltd. - Traditional - Ordinary Insurance Products - 022L-CT001 Shenzhen | Fund, Wealth Management Products, etc. | 6.61% | 283,417,532 shares | 283,417,532 shares | - | | Central Huijin Asset Management Co., Ltd. | State-Owned Legal Person | 1.50% | 64,479,900 shares | - | 64,479,900 shares | | Hong Kong Securities Clearing Company Limited | Overseas Legal Person | 0.57% | 24,597,333 shares | - | 24,597,333 shares | | Zhang Chenye | Domestic Natural Person | 0.43% | 18,262,637 shares | - | 18,262,637 shares | | Industrial and Commercial Bank of China Co., Ltd. - Southern CSI All-Share Real Estate ETF | Fund, Wealth Management Products, etc. | 0.38% | 16,410,200 shares | - | 16,410,200 shares | | Xu Kaidong | Domestic Natural Person | 0.37% | 15,834,240 shares | - | 15,834,240 shares | | Tang Yongjiang | Domestic Natural Person | 0.31% | 13,396,005 shares | - | 13,396,005 shares | | Aladdin Legend Technology Group Co., Ltd. | Domestic General Legal Person | 0.18% | 7,648,300 shares | - | 7,648,300 shares | - Mingyi Co., Ltd. is a wholly-owned subsidiary of COFCO Group Co., Ltd., and they have an associated relationship, belonging to concerted parties as stipulated by relevant CSRC laws and regulations[197] - The 283,417,532 shares held by Taiping Life Insurance Co., Ltd. - Traditional - Ordinary Insurance Products - 022L-CT001 Shenzhen were released from restriction on August 4, 2025[198] Changes in Shareholdings of 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 - The company's directors, supervisors, and senior management had no changes in shareholdings during the reporting period[199] Changes in Controlling Shareholder or Actual Controller During the reporting period, there was no change in the company's actual controller - The company's actual controller did not change during the reporting period[200] Preferred Share Information During the reporting period, the company had no preferred shares - The company had no preferred shares during the reporting period[201] Bond-Related Information This section provides comprehensive details on the company's outstanding corporate bonds and non-financial enterprise debt financing instruments, including their terms, issuance, and market status, confirming no enterprise bonds or convertible bonds Enterprise Bonds During the reporting period, the company had no enterprise bonds - The company had no enterprise bonds during the reporting period[203] Corporate Bonds The company issued multiple corporate bonds, both public and private, totaling 10.8 billion yuan, all for professional investors with standard trading mechanisms and no delisting risk Corporate Bond Basic Information | Bond Name | Bond Abbreviation | Bond Code | Issue Date | Accrual Date | Maturity Date | Bond Balance (million yuan) | Interest Rate | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Grandjoy Holdings Group Co., Ltd. 2020 Publicly Issued Corporate Bonds (Tranche 1) (Type 1) for Professional Investors | 20 Grandjoy 01 | 149189 | 2020-08-04 | 2020-08-04 | 2025-08-04 | 2.00 billion yuan | 3.15% | | COFCO Property Investment Co., Ltd. 2022 Publicly Issued Corporate Bonds (Tranche 1) (Type 2) for Professional Investors | 22 COFCO 02 | 149783 | 2022-1-19 | 2022-1-19 | 2029-1-19 | 0.50 billion yuan | 3.49% | | Grandjoy Holdings Group Co., Ltd. 2022 Publicly Issued Corporate Bonds (Tranche 1) (Type 1) for Professional Investors | 22 Grandjoy 01 | 148102 | 2022-10-26 | 2022-10-27 | 2027-10-27 | 1.50 billion yuan | 3.13% | | Grandjoy Holdings Group Co., Ltd. 2022 Publicly Issued Corporate Bonds (Tranche 2) (Type 1) for Professional Investors | 22 Grandjoy 02 | 148141 | 2022-12-16 | 2022-12-19 | 2027-12-19 | 1.50 billion yuan | 4.27% | | Grandjoy Holdings Group Co., Ltd. 2023 Publicly Issued Corporate Bonds (Tranche 1) (Type 1) for Professional Investors | 23 Grandjoy 01 | 148174 | 2023-1-18 | 2023-1-19 | 2028-1-19 | 2.00 billion yuan | 3.97% | | COFCO Property Investment Co., Ltd. 2023 Publicly Issued Corporate Bonds (Tranche 1) for Professional Investors | 23 COFCO 01 | 148228 | 2023-4-14 | 2023-4-17 | 2028-4-17 | 1.00 billion yuan | 3.34% | | COFCO Property Investment Co., Ltd. 2024 Publicly Issued Corporate Bonds (Tranche 1) for Professional Investors | 24 COFCO 01 | 148570 | 2024-1-17 | 2024-1-18 | 2029-1-18 | 0.70 billion yuan | 3.13% | | Grandjoy Holdings Group Co., Ltd. 2025 Non-Publicly Issued Corporate Bonds (Tranche 1) (Type 1) for Professional Investors | 25 Grandjoy 01 | 133991 | 2025-03-25 | 2025-03-26 | 2029-03-26 | 1.10 billion yuan | 2.45% | | Grandjoy Holdings Group Co., Ltd. 2025 Non-Publicly Issued Corporate Bonds (Tranche 1) (Type 2) for Professional Investors | 25 Grandjoy 02 | 133992 | 2025-03-25 | 2025-03-26 | 2030-03-26 | 0.50 billion yuan | 2.60% | | Grandjoy Holdings Group Co., Ltd. 2025 Non-Publicly Issued Corporate Bonds (Tranche 2) (Type 1) for Professional Investors | 25 Grandjoy 03 | 134376 | 2025-7-24 | 2025-7-28 | 2029-7-28 | 0.80 billion yuan | 2.05% | | Grandjoy Holdings Group Co., Ltd. 2025 Non-Publicly Issued Corporate Bonds (Tranche 2) (Type 2) for Professional Investors | 25 Grandjoy 04 | 134377 | 2025-7-24 | 2025-7-28 | 2030-7-28 | 1.20 billion yuan | 2.41% | - The corporate bonds are all issued to qualified investors (professional investors)[205] - There is no risk of termination of listing and trading for the corporate bonds[205] - The company had no overdue unpaid bonds during the reporting period[206] - The company had no trigger or execution of issuer or investor option clauses or investor protection clauses during the reporting period[206] - The company's credit rating results did not change during the reporting period[206] - The company's guarantee situation, debt repayment plan, and other debt repayment assurance measures and their implementation and changes during the reporting period had no significant impact on bond investor rights[206] Non-Financial Enterprise Debt Financing Instruments The company issued multiple medium-term notes, including COFCO Property and Grandjoy notes, totaling 7.90 billion yuan, all for qualified investors and traded on the interbank market with no delisting risk Non-Financial Enterprise Debt Financing Instruments Basic Information | Bond Name | Bond Abbreviation | Bond Code | Issue Date | Accrual Date | Maturity Date | Bond Balance (million yuan) | Interest Rate | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | COFCO Property Investment Co., Ltd. 2023 First Tranche Medium-Term Notes | COFCO Property 23MTN001 | 102382140 | 2023-08-17 | 2023-08-21 | 2025-08-21 | 1.50 billion yuan | 3.73% | | Grandjoy Holdings Group Co., Ltd. 2024 First Tranche Medium-Term Notes | Grandjoy 24MTN001 | 102400704 | 2024-3-27 | 2024-3-28 | 2029-3-28 | 2.00 billion yuan | 3.50% | | Grandjoy Holdings Group Co., Ltd. 2024 Second Tranche Medium-Term Notes | Grandjoy 24MTN002 | 102400708 | 2024-4-2 | 2024-4-3 | 2029