新城市建设发展(00456) - 2025 - 中期业绩

2025 Interim Results Announcement Company Information The report presents the unaudited condensed consolidated financial statements of New City Development Group Limited for the six months ended June 30, 2025 - Company Name: New City Development Group Limited (NEW CITY DEVELOPMENT GROUP LIMITED)[2] - Stock Code: 0456[2] - Reporting Period: Six months ended June 30, 2025 (Interim Results)[2] Condensed Consolidated Financial Statements This section presents the group's condensed consolidated financial statements, including income, comprehensive income, financial position, equity changes, and cash flows Condensed Consolidated Statement of Profit or Loss For the six months ended June 30, 2025, the Group's revenue significantly decreased, leading to reduced gross profit, an expanded operating loss, and a wider loss for the period, while basic loss per share narrowed Condensed Consolidated Statement of Profit or Loss Key Data (For the six months ended June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 28,312 | 56,461 | -49.85% | | Cost of sales and services | (2,750) | (22,357) | -87.69% | | Gross profit | 25,562 | 34,104 | -25.05% | | Other income | 435 | 4,643 | -90.64% | | Net other gains and losses | (7,546) | 1,735 | -535.04% | | Administrative and other operating expenses | (31,467) | (46,861) | -32.85% | | Operating loss | (13,016) | (6,379) | 104.06% | | Finance costs | (2,254) | (5,361) | -57.99% | | Loss before tax | (15,270) | (11,740) | 30.07% | | Loss for the period | (15,270) | (11,740) | 30.07% | | Attributable to owners of the Company | (5,409) | (10,727) | -49.58% | | Attributable to non-controlling interests | (9,861) | (1,013) | 873.45% | | Basic loss per share (HK cents) | (3.97) | (9.15) | -56.50% | Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the Group recorded a total comprehensive loss of HKD 53,073 thousand, a reduction from the prior year, mainly due to decreased exchange differences on overseas operations Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data (For the six months ended June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Loss for the period | (15,270) | (11,740) | 30.07% | | Exchange differences on translation of overseas operations | (37,803) | (49,835) | -24.14% | | Total comprehensive income for the period | (53,073) | (61,575) | -13.73% | | Attributable to owners of the Company | (45,726) | (45,199) | 1.17% | | Attributable to non-controlling interests | (7,347) | (16,376) | -55.13% | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets and liabilities increased, net current assets grew significantly, but net assets decreased due to changes in borrowing structure and reduced equity reserves Condensed Consolidated Statement of Financial Position Key Data | Indicator | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current assets | 733,074 | 723,694 | 1.29% | | Current assets | 920,070 | 886,103 | 3.83% | | Current liabilities | 338,448 | 666,974 | -49.27% | | Net current assets | 581,622 | 219,129 | 165.42% | | Total assets less current liabilities | 1,314,696 | 942,823 | 39.44% | | Non-current liabilities | 1,087,535 | 669,415 | 62.46% | | Net assets | 227,161 | 273,408 | -16.99% | | Total equity | 227,161 | 273,408 | -16.99% | | Share capital | 30,274 | 23,449 | 29.11% | | Reserves | 258,767 | 304,492 | -15.02% | | Non-controlling interests | (61,880) | (54,533) | 13.47% | - Current liabilities significantly decreased, primarily due to adjustments in borrowing structure, with borrowings due within one year falling from HKD 420,878 thousand to HKD 21,821 thousand[5] - Non-current liabilities significantly increased, mainly due to the portion of borrowings due in the second to fifth years rising from HKD 123,037 thousand to HKD 662,462 thousand[6] Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, the Group's total equity decreased from HKD 273,408 thousand on January 1, 2025, to HKD 227,161 thousand, primarily due to comprehensive loss for the period and exchange reserve movements, despite new share issuance Condensed Consolidated Statement of Changes in Equity Key Data (For the six months ended June 30) | Indicator | June 30, 2025 (HKD thousands) | January 1, 2025 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Share capital | 30,274 | 23,449 | 6,825 | | Share premium | 600,011 | 600,011 | 0 | | Contributed surplus | 4,755 | 4,755 | 0 | | Exchange reserve | (131,412) | (125,506) | (5,906) | | Fair value reserve | – | – | 0 | | Statutory reserve | 18,604 | 18,604 | 0 | | Retained profits | (233,191) | (193,372) | (39,819) | | Total attributable to owners of the Company | 289,039 | 327,941 | (38,902) | | Non-controlling interests | (61,880) | (54,533) | (7,347) | | Total equity | 227,161 | 273,408 | (46,247) | - Net proceeds of approximately HKD 6,825 thousand were raised from new share issuance for general working capital[7] - Total comprehensive loss for the period was HKD 53,072 thousand, negatively impacting equity[7] Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, net cash from operating activities significantly decreased, net cash used in investing activities slightly increased, and net cash used in financing activities substantially reduced, leading to a smaller net increase in cash and cash equivalents Condensed Consolidated Statement of Cash Flows Key Data (For the six months ended June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Net cash from operating activities | 9,167 | 57,842 | -84.15% | | Net cash used in investing activities | (654) | (466) | 40.34% | | Net cash used in financing activities | (2,727) | (19,436) | -85.97% | | Net increase in cash and cash equivalents | 5,786 | 37,939 | -84.75% | | Cash and cash equivalents at June 30 | 10,105 | 9,518 | 6.17% | - Net cash used in financing activities significantly decreased, primarily due to interest paid falling from HKD 16,686 thousand in 2024 to zero in 2025[8] Notes to the Unaudited Condensed Consolidated Financial Statements This section provides detailed notes on the unaudited condensed consolidated financial statements, covering company information, basis of preparation, new accounting standards, and segment information Company Information The Company, incorporated in the Cayman Islands, primarily engages in property development and investment, and retail and consumer-related businesses in China, with interim financial statements reviewed by the audit committee - The Company was incorporated in the Cayman Islands on August 10, 1998[9] - The Group's principal activities are property development and investment in China, and retail and consumer-related businesses[9] - The condensed consolidated financial statements are unaudited but have been reviewed by the Audit Committee and approved for publication by the Board[9] Basis of Preparation The condensed consolidated financial statements are prepared in accordance with HKAS 34 "Interim Financial Reporting" and the disclosure requirements of the HKEX Listing Rules - The basis of preparation follows HKAS 34 "Interim Financial Reporting" and the HKEX Listing Rules[10] Adoption of New and Revised Hong Kong Financial Reporting Standards The Group first applied the amendments to HKAS 21 "Lack of Exchangeability" during this period, which had no significant impact on its financial position, performance, or disclosures - The amendments to HKAS 21 "Lack of Exchangeability" were first applied during this period[11] - The amendments had no significant impact on the Group's financial position and performance for the current and prior periods[11] Operating Segment Information The Group has two reportable segments: property development and investment, and retail and consumer-related businesses, with the former contributing all revenue and segment profit in H1 2025 - The Group has two reportable segments: property development and investment, and retail and consumer-related businesses[12] Reportable Segment Profit or Loss and Assets and Liabilities (For the six months ended June 30) | Indicator | Property Development and Investment (HKD thousands) | Retail and Consumer-Related Businesses (HKD thousands) | Total (HKD thousands) | | :--- | :--- | :--- | :--- | | H1 2025 | | | | | Revenue from external customers | 28,312 | – | 28,312 | | Segment profit | 25,562 | – | 25,562 | | Segment assets (June 30, 2025) | 1,148,460 | 11,515 | 1,159,975 | | Segment liabilities (June 30, 2025) | 889,656 | 8,033 | 897,689 | | H1 2024 | | | | | Revenue from external customers | 30,065 | 26,396 | 56,461 | | Segment profit | 15,732 | 18,372 | 34,104 | | Segment assets (December 31, 2024) | 1,444,790 | 34,771 | 1,479,561 | | Segment liabilities (December 31, 2024) | 872,266 | 7,880 | 880,146 | - The Group's revenue from external customers and over 90% of non-current assets are located in China[15] Revenue For the six months ended June 30, 2025, the Group's revenue was entirely from rental income and related management services, unlike the prior year which also included sales from retail and consumer-related businesses in Mainland China Revenue Analysis (For the six months ended June 30) | Revenue Source | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Rental income and related management service income | 28,312 | 30,065 | | Sales from retail and consumer-related businesses in Mainland China | – | 26,396 | | Total | 28,312 | 56,461 | Other Income For the six months ended June 30, 2025, other income significantly decreased, primarily due to a large amount of other income in the prior period, with only interest income in the current period Other Income Analysis (For the six months ended June 30) | Income Source | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Interest income | 435 | 19 | | Other | – | 4,624 | | Total | 435 | 4,643 | Net Other Gains and Losses For the six months ended June 30, 2025, the Group recorded a net other loss of HKD 7,546 thousand, mainly due to fair value losses on financial assets and net foreign exchange losses Net Other Gains and Losses (For the six months ended June 30) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Fair value (loss) / gain on financial assets | (12,709) | 3,235 | | Net foreign exchange loss | 5,163 | (1,500) | | Total | (7,546) | 1,735 | Finance Costs For the six months ended June 30, 2025, finance costs significantly decreased, primarily due to reduced interest expenses on bank borrowings Finance Costs Analysis (For the six months ended June 30) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Interest on bank borrowings | 2,252 | 5,356 | | Interest on lease liabilities | 2 | 5 | | Total | 2,254 | 5,361 | Income Tax Expense The Group incurred no assessable profits in Hong Kong or Mainland China, resulting in no income tax expense for both the current and prior periods - The Group generated no assessable profits in Hong Kong and China, hence no income tax expense[19] Loss for the Period The loss for the period was primarily impacted by depreciation of property, plant and equipment, and right-of-use assets Loss for the Period Deductions (For the six months ended June 30) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 2,114 | 1,833 | | Depreciation of right-of-use assets | – | 3,141 | Dividends The Board does not recommend an interim dividend for the period, consistent with the prior year - The Board does not recommend an interim dividend (2024: nil)[21] Loss Per Share For the six months ended June 30, 2025, basic loss per share was 3.97 HK cents, narrowing from 9.15 HK cents in the prior year, mainly due to reduced loss attributable to owners and an increased weighted average number of ordinary shares Loss Per Share Calculation (For the six months ended June 30) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Loss attributable to owners of the Company (HKD thousands) | (5,409) | (10,727) | | Weighted average number of ordinary shares for basic loss per share | 138,245,044 | 117,245,044 | | Basic loss per share (HK cents) | (3.97) | (9.15) | - Diluted loss per share is the same as basic loss per share as there were no potential dilutive events[25] Property, Plant and Equipment For the six months ended June 30, 2025, the Group's acquisitions of property, plant and equipment amounted to approximately HKD 25,329 thousand, a significant decrease from the prior year Property, Plant and Equipment Acquisitions (For the six months ended June 30) | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Acquisitions of property, plant and equipment | 25,329 | 75,383 | Investment Properties As of June 30, 2025, the Group's total carrying value of investment properties increased to HKD 664,567 thousand, primarily comprising properties in Guangzhou and Luoyang, with the latter's land use change application confirmed Investment Properties Carrying Value (As of June 30) | Property Type | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Investment properties in Guangzhou (fair value) | 596,819 | 585,362 | | Investment properties in Luoyang (cost) | 67,748 | 66,447 | | Total Carrying Value | 664,567 | 651,809 | - Guangzhou Property One and Guangzhou Property Two are both pledged for bank borrowings[28] - The application for changing the land use of Luoyang Property to commercial and residential mixed-use has been confirmed by the local government, awaiting official project commencement approvals[29][30] Guangzhou Property One Guangzhou Property One, accounted for at fair value, is pledged for bank borrowings and is subject to government acquisition, with compensation negotiations ongoing - Guangzhou Property One is pledged for bank borrowings, with a carrying value of approximately HKD 537,310 thousand[28] - Guangzhou Property One has been included in the government's new central axis Haizhu area urban renewal project acquisition scope, with compensation negotiations underway[28] Guangzhou Property Two Guangzhou Property Two, accounted for at fair value, is pledged for bank borrowings and leased out under operating leases for rental income - Guangzhou Property Two is pledged for bank borrowings, with a carrying value of approximately HKD 59,509 thousand[28] Luoyang Property Construction of Luoyang Property was delayed due to land policy changes; the Group successfully applied for a land use change to commercial and residential mixed-use and is actively communicating with government departments for project commencement approval - Luoyang Property construction was delayed; an application to change the project's land use to commercial and residential mixed-use has been submitted to the local government[28][29] - The public consultation period for the land use change has expired, and planning conditions have been confirmed[30] - Luoyang Property is pledged for bank borrowings, with a carrying value of approximately HKD 67,748 thousand[30] Financial Assets at Fair Value Through Profit or Loss As of June 30, 2025, the Group's financial assets at fair value through profit or loss primarily consisted of investments in listed company shares, which experienced a decrease in market value Financial Assets at Fair Value Through Profit or Loss (HKD thousands) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Investments in listed company shares, market value in Taiwan | 52,994 | 61,866 | Prepayments, Deposits and Other Receivables As of June 30, 2025, the total amount of prepayments, deposits, and other receivables increased, mainly due to the growth in other receivables Prepayments, Deposits and Other Receivables (HKD thousands) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Prepayments | 334,763 | 331,542 | | Deposits | 20,995 | 20,993 | | Other receivables (net of impairment allowance) | 63,450 | 35,559 | | Total Current Portion | 398,213 | 367,101 | - Prepayments for Luoyang Property amounted to approximately HKD 6,905 thousand, and for Zhuhai Property approximately HKD 315,161 thousand[34] - A deposit of HKD 20,000 thousand was paid to New Century International Trade (Beijing) Co., Ltd. for due diligence on exploring project investment opportunities[34] Borrowings As of June 30, 2025, the Group's total borrowings slightly increased, but the current portion significantly decreased while the non-current portion substantially increased, reflecting a shift towards long-term borrowing structure and extended maturity dates for several bank loans Borrowings Analysis (HKD thousands) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Bank Loan One | 397,206 | 391,947 | | Bank Loan Two | 28,839 | 28,286 | | Bank Loan Three | 258,238 | 253,818 | | Total | 684,283 | 674,051 | | Current portion (within one year or on demand) | 21,821 | 420,878 | | Non-current portion (second to fifth year) | 662,462 | 123,037 | | Non-current portion (over five years) | – | 130,136 | - Maturity dates for several bank loans have been extended, such as Guangzhou Bank loans extended to November 20, 2026, and Guangzhou Rural Commercial Bank loans advanced to December 20, 2027, and May 20, 2027[35][36] - Multiple borrowings are secured by properties and equity interests, and guaranteed by related parties and directors[35][36] Bank Loan One (Guangzhou Bank Loan) Guangzhou Bank Loan, totaling approximately HKD 397,206 thousand, is secured by Luoyang Property, Zhuhai Property, and subsidiary shares, guaranteed by related parties and individuals, with maturity extended to November 20, 2026 - Guangzhou Bank Loan is secured by legal charges over Luoyang Property, Zhuhai Property, and the entire issued share capital of Zhuhai Tengshun and Luoyang Wanheng[35] - The loan is guaranteed by Guangdong Changliu, Guangdong Changyang, and non-controlling shareholders, and personally guaranteed by Mr. Han and others[35] - Maturity dates for several Guangzhou Bank loans have been extended to November 20, 2026[35][36] Bank Loan Two (Guangzhou Rural Commercial Bank Loan) Guangzhou Rural Commercial Bank Loan, totaling approximately HKD 28,839 thousand, is secured by Guangzhou Property Two and subsidiary equity interests, guaranteed by related parties and individuals, with full repayment advanced to December 20, 2027 - The loan is secured by legal charges over Guangzhou Property Two and 100% equity interest in Guangzhou Youchang[36] - Guaranteed by Guangdong Changliu, Guangzhou Youchang, Guangzhou Lianwei, and personally by Mr. Han[36] - The full repayment date has been advanced to December 20, 2027[36] Bank Loan Three (Guangzhou Rural Commercial Bank Loan) Guangzhou Rural Commercial Bank Loan, totaling approximately HKD 258,238 thousand, is secured by Guangdong Changliu's property and personally guaranteed by Mr. Han, with full repayment advanced to May 20, 2027 - The loan is secured by Guangdong Changliu's property and personally guaranteed by Mr. Han[36] - The full repayment date has been advanced to May 20, 2027[36] Share Capital As of June 30, 2025, the Company's issued share capital increased due to the issuance of 21,000,000 new shares, raising net proceeds of approximately HKD 6,825 thousand Share Capital Movement (As of June 30) | Item | Number of Shares | Amount (HKD thousands) | | :--- | :--- | :--- | | As of January 1, 2025 (audited) | 117,245,044 | 23,449 | | Issuance of new shares | 21,000,000 | 6,825 | | As of June 30, 2025 (unaudited) | 138,245,044 | 30,274 | - On January 17, 2025, the Company issued 21,000,000 new shares at HKD 0.325 per share, raising net proceeds of approximately HKD 6,825 thousand, intended for general working capital[38] Contingent Liabilities Group subsidiaries are involved in two legal proceedings, ordered to pay approximately RMB 57 million and an additional RMB 24 million in overdue payments, and are seeking to apply for retrial at the China High Court - Group subsidiaries Guangdong Changyang and Guangdong Changliu are defendants in two legal proceedings[39] - The first case was ordered to pay approximately RMB 57 million, and the second case an additional RMB 24 million in overdue payments[39] - The subsidiaries have sought China legal opinion, believing there are sufficient grounds to apply for a retrial at the China High Court[39] Management Discussion and Analysis This section provides a review of the Group's business, financial performance, outlook, and key financial metrics for the reporting period Business Review For the six months ended June 30, 2025, the Group recorded revenue of approximately HKD 28,312 thousand and a loss after tax of approximately HKD 15,270 thousand Business Review Key Data (For the six months ended June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Revenue | 28,312 | 56,461 | | Loss after tax | 15,270 | 11,740 | Continuing Connected Transactions A subsidiary of the Company entered into new lease agreements with companies indirectly wholly-owned by connected persons, constituting continuing connected transactions - New Xie Service Co., Ltd., a wholly-owned subsidiary of the Company, entered into new lease agreements with Yongchengxin Investment Co., Ltd., Yongjiaxin Investment Co., Ltd., and Jiacheng Jiaxin International Property Management (Hong Kong) Co., Ltd[41] - These transactions constitute continuing connected transactions under Chapter 14A of the Listing Rules[41] Outlook and Prospects The Group adopts "New Life, New City" as its future business development theme, aiming to integrate property management, retail and consumer, investment properties, and property development segments to meet daily needs - The Group adopts "New Life, New City" as its future business development theme[42] - The goal is to integrate businesses such as Guangzhou property management, Mainland China retail and consumer, Luoyang investment properties, and Zhuhai property development[42] Leasing and Property Management Business in Guangzhou Guangdong Changliu Investment Co., Ltd., as the primary operating unit, saw a slight decrease in profits from rental and related management services compared to the prior year, but it remains a core business activity for the Group - Guangdong Changliu's profits from rental and related management services slightly decreased compared to the prior year[43] - The leasing business will continue to be one of the Group's principal business activities[43] Retail and Consumer-Related Businesses in Mainland China The Group's retail and consumer-related businesses in Mainland China were restructured at the end of 2024, and the Group will cautiously monitor market changes to steadily expand into more promising business models in the second half of the year - Retail and consumer-related businesses in Mainland China were restructured at the end of 2024 in response to changes in the Chinese economy[44] - The Group will cautiously monitor structural market changes and emerging opportunities, planning to steadily expand into more promising business models starting from the second half of the year[44] Investment Properties in Luoyang The development of Luoyang Property continues to advance, with the land use successfully changed to commercial and residential mixed-use, and the Group is actively communicating with government departments for official project commencement approvals - Luoyang Property's construction plan has been submitted, revised, and a construction land permit obtained[45] - The application to change the project's land use to commercial and residential mixed-use has been successfully approved, and planning conditions confirmed[45][46] - The Group is actively communicating with relevant government departments, awaiting official approvals required to commence the project[46] Property Development in Zhuhai The Group is closely monitoring adjustments in the Chinese real estate market, will prudently decide on the next steps for the Zhuhai property development project, and maintains an optimistic long-term market outlook - The Group is monitoring the pace of development in the Chinese real estate market to determine the next steps for the Zhuhai property project[47] - The Group remains optimistic about the long-term Chinese real estate market while observing market dynamics to make favorable business decisions[47] Acquisition of Concrete Mixer Trucks The Company agreed to acquire 70 concrete mixer trucks for approximately HKD 13,056 thousand, aiming to diversify into concrete logistics and transportation services as an additional revenue source, with payment extended to December 31, 2025 - The Company agreed to purchase 70 concrete mixer trucks for a total consideration of RMB 12,011,520.00 (approximately HKD 13,056,000.00)[48] - The consideration will be settled by issuing and allotting 17,000,000 new shares at an issue price of HKD 0.768 per share[48] - This aims to diversify the business into concrete logistics and transportation services as an additional revenue source. The payment deadline has been extended to December 31, 2025[49] Financial Review During the review period, the Group's revenue and loss for the period were HKD 28,312 thousand and HKD 15,270 thousand, respectively, with a basic loss per share of 3.97 HK cents Financial Review Key Data (For the six months ended June 30) | Indicator | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | Revenue | 28,312 | 56,461 | | Loss for the period | 15,270 | 11,740 | | Basic loss per share (HK cents) | 3.97 | 9.15 | Dividends The Board does not recommend an interim dividend, consistent with the prior year - The Board does not recommend an interim dividend (2024: nil)[51] Liquidity, Financial Resources and Capital Requirements As of June 30, 2025, the Group's total assets and liabilities increased, cash and bank balances rose, and the current ratio significantly improved to 2.72 Liquidity Key Data | Indicator | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Total assets | 1,653,144 | 1,609,797 | | Total liabilities | 1,425,984 | 1,336,389 | | Cash and bank balances | 10,105 | 8,459 | | Current ratio | 2.72 | 1.33 | Gearing Ratio As of June 30, 2025, the gearing ratio was 81%, a slight increase from 78% as of December 31, 2024 Gearing Ratio | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Gearing ratio (liabilities / equity) | 81% | 78% | Exchange Rate Risk The Group's principal operations are in China and Hong Kong, with primary operating currencies being HKD and RMB, and it closely monitors RMB exchange rate fluctuations and assesses exchange risk - The Group's principal operating currencies are HKD and RMB[54] - The Company regularly and closely monitors RMB exchange rate fluctuations and continuously assesses exchange rate risk[54] Capital Structure There have been no changes to the Company's capital structure - There have been no changes to the Company's capital structure[55] Pledge of Assets As of June 30, 2025, the Group pledged investment properties and properties under development for sale in Guangzhou, Luoyang, and Zhuhai as collateral for bank borrowings - The Group pledged investment properties and properties under development for sale in Guangzhou, Luoyang, and Zhuhai as collateral for bank borrowings[56] Material Investments, Major Acquisitions and Disposals, and Future Plans for Material Investments or Capital Assets Apart from the disclosed acquisition of concrete mixer trucks, the Company had no other material investments, major acquisitions, or disposals during the review period - Apart from the disclosed acquisition of concrete mixer trucks, the Company had no other material investments or major acquisitions and disposals during the review period[57] Purchase, Sale or Redemption of the Company's Listed Securities Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed shares during the review period - Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed shares during the review period[58] Contingent Liabilities Details of contingent liabilities are disclosed in Note 19 to the financial statements - Details of contingent liabilities are set out in Note 19 of this announcement[59] Commitments As of June 30, 2025, the Group had no commitments - As of June 30, 2025, the Group had no commitments[60] Other Information This section covers corporate governance, employee information, directors' and major shareholders' interests in securities, and the audit committee's review Corporate Governance The Company complied with the Corporate Governance Code during the review period, with some deviations regarding the Chairman also being CEO and non-executive directors lacking specific terms, but the Board deems the current structure adequate for operational oversight - The Company's Chairman is also the Chief Executive Officer, deviating from Code Provision A.2.1[61] - The Company's non-executive directors do not have specific terms of appointment, deviating from Code Provisions A.4.1 and A.4.2[61] - The Chairman of the Board is not required to retire by rotation or be counted in the number of directors subject to annual retirement, deviating from Code Provision A.4.2[62] Employees As of June 30, 2025, the Group employed approximately 46 staff in Hong Kong and China, offering a competitive remuneration package - As of June 30, 2025, the Group employed approximately 46 staff in Hong Kong and China[63] - The Group provides employees with a competitive remuneration package, reviewed annually[63] Directors' Interests and Short Positions in Shares, Underlying Shares and Debentures As of June 30, 2025, Executive Director Mr. Han Junran held long positions in the Company's shares and underlying shares, including controlled corporation interests and beneficial owner interests Directors' Long Positions in the Company's Shares and Underlying Shares (As of June 30, 2025) | Director Name | Capacity / Nature of Interest | Number of Shares and Underlying Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Han Junran | Interest in controlled corporation | 37,733,255 | 27.29% | | Mr. Han Junran | Beneficial owner | 32,521,754 | 23.52% | - Junyi Investment Co., Ltd., wholly-owned by Executive Director Mr. Han Junran, holds 37,733,255 shares[64] Substantial Shareholders' and Other Persons' Interests in Shares and Underlying Shares As of June 30, 2025, besides directors' interests, Junyi Investment Co., Ltd. and Qilu International Funds SPC (acting for Zhongtai Dingfeng Classified Fund SP) were substantial shareholders, holding 27.29% and 50.82% of shares, respectively Substantial Shareholders' Long Positions in the Company's Shares (As of June 30, 2025) | Name | Capacity | Number of Shares and Underlying Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Junyi Investment Co., Ltd. | Beneficial owner | 37,733,255 | 27.29% | | Qilu International Funds SPC (acting for and on behalf of Zhongtai Dingfeng Classified Fund SP) | Holder of security interest | 70,255,009 | 50.82% | | Zhongtai International Asset Management Limited | Investment manager | 70,255,009 | 50.82% | - Junyi Investment Co., Ltd. is wholly-owned by Executive Director Mr. Han Junran[66] - Qilu International Funds SPC is an investment fund managed by Zhongtai International Asset Management Limited[66] Standard Code for Securities Transactions by Directors The Company adopted the Model Code set out in Appendix 10 of the Listing Rules, and all directors confirmed compliance during the review period - The Company has adopted the Model Code set out in Appendix 10 of the Listing Rules[68] - All directors confirmed compliance with the Model Code during the review period[68] Audit Committee The Audit Committee, comprising three independent non-executive directors, reviewed the Group's accounting principles, practices, internal controls, and condensed consolidated financial statements - The Audit Committee comprises three independent non-executive directors: Mr. Chan Yiu Tung, Mr. Zhang Jing, and Mr. Leung Kwai Wah[69] - The Audit Committee reviewed the Group's accounting principles and practices, and discussed internal controls and the condensed consolidated financial statements[69] Board of Directors As of the announcement date, the Board of Directors comprises two executive directors and five independent non-executive directors - The Board of Directors comprises two executive directors (Mr. Han Junran and Mr. Luo Min) and five independent non-executive directors (Mr. Chan Yiu Tung, Dr. Au Yeung Ching Yu, Mr. Leung Kwai Wah, Mr. Zhang Jing, and Mr. Luo Zhen)[71]