花样年控股(01777) - 2025 - 中期业绩

Financial Summary The Group reported a 14.8% revenue increase to RMB 1.883 billion for the six months ended June 30, 2025, alongside a 0.3% rise in loss attributable to owners and a 17.8% reduction in selling and administrative expenses | Metric | Six Months Ended June 30, 2025 (RMB) | Year-on-Year Change | | :--- | :--- | :--- | | Revenue | RMB 1.883 billion | Increased by 14.8% | | Loss Attributable to Owners of the Company | RMB 3.171 billion | Loss increased by 0.3% | | Selling and Distribution Expenses and Administrative Expenses | RMB 322 million | Decreased by 17.8% | | Land Reserve Gross Floor Area (End of Period) | 7,263,455 sq.m. | - | | Interim Dividend | Not Recommended for Distribution | - | Condensed Consolidated Financial Statements Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, total revenue increased by 14.8% to RMB 1.883 billion, but gross profit decreased by 9.1%, with loss for the period expanding to RMB 3.343 billion and loss attributable to owners of the company at RMB 3.171 billion, resulting in basic and diluted loss per share of RMB 54.93 cents | Metric | 2025 (RMB '000) | 2024 (RMB '000) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Total Revenue | 1,883,432 | 1,641,280 | Increased by 14.8% | | Cost of Sales and Services | (1,554,381) | (1,279,197) | Increased by 21.5% | | Gross Profit | 329,051 | 362,083 | Decreased by 9.1% | | Other Income and Losses | 190,002 | (344,185) | Turned from Loss to Profit | | Write-down of Properties Held for Sale | (643,431) | (499,873) | Increased by 28.7% | | Selling and Distribution Expenses | (28,353) | (44,062) | Decreased by 35.7% | | Administrative Expenses | (293,753) | (347,727) | Decreased by 15.5% | | Finance Costs | (2,217,949) | (1,975,237) | Increased by 12.3% | | Loss Before Tax | (3,249,430) | (3,052,380) | Increased by 6.5% | | Loss for the Period | (3,342,578) | (3,151,929) | Increased by 6.1% | | Loss for the Period Attributable to Owners of the Company | (3,171,041) | (3,161,480) | Increased by 0.3% | | Basic and Diluted Loss Per Share (RMB cents) | (54.93) | (54.77) | Increased by 0.3% | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets slightly decreased, while net current liabilities and net liabilities significantly increased, indicating escalating liquidity pressure, with properties held for sale remaining the largest asset but bank balances and cash notably reduced | Metric | June 30, 2025 (RMB '000) | December 31, 2024 (RMB '000) | Change | | :--- | :--- | :--- | :--- | | Total Assets | 71,932,729 | 73,205,941 | Decreased by 1.7% | | Non-current Assets | 14,599,681 | 15,167,246 | Decreased by 3.7% | | Current Assets | 57,333,048 | 58,038,695 | Decreased by 1.2% | | Properties Held for Sale | 38,781,654 | 37,854,149 | Increased by 2.4% | | Bank Balances and Cash | 820,314 | 1,156,153 | Decreased by 29.1% | | Current Liabilities | 76,858,501 | 74,152,556 | Increased by 3.6% | | Net Current Liabilities | (19,525,453) | (16,113,861) | Deficit increased by 21.2% | | Net Liabilities | (14,332,187) | (11,033,107) | Deficit increased by 29.9% | | Deficit Attributable to Owners of the Company | (16,920,084) | (13,749,253) | Deficit increased by 23.1% | Notes to the Condensed Consolidated Financial Statements Basis of Preparation The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the HKICPA and applicable Listing Rules disclosure requirements - Financial statements are prepared in accordance with HKAS 34 and Listing Rules disclosure requirements[9] Going Concern Basis The Group faces significant going concern uncertainties, including a net loss of RMB 3.343 billion for the period, net current liabilities of RMB 19.525 billion, net liabilities of RMB 14.332 billion, and approximately RMB 43.995 billion in defaulted interest-bearing borrowings, with management having formulated various mitigation measures, but their successful implementation remains highly uncertain - The Group faces significant going concern uncertainties, primarily due to substantial net losses, high net current liabilities and net liabilities, and approximately RMB 43.995 billion in defaulted interest-bearing borrowings[10][36] - Management has formulated several mitigation measures, including appointing financial advisors for offshore debt restructuring, negotiating extensions with lenders, seeking new financing or accelerating asset disposals, expediting property pre-sales and sales, selling project equity, and controlling administrative costs and capital expenditures[10][12] - Despite mitigation measures, uncertainties in the volatile Mainland China property market and creditor support raise significant doubts about the Group's ability to continue as a going concern[11][37] Accounting Policies The condensed consolidated financial statements are primarily prepared on a historical cost basis, except for investment properties and certain financial instruments measured at fair value, with the first-time application of HKFRS amendments in the current period having no significant impact on financial position or performance - Financial statements are primarily prepared on a historical cost basis, with investment properties and some financial instruments measured at fair value[13] - Application of HKFRS amendments (e.g., HKAS 21 amendment) in the current period had no significant impact on financial position or performance[14] Revenue from Contracts with Customers For the six months ended June 30, 2025, total revenue from contracts with customers was RMB 1.773 billion, primarily from property operating services (RMB 1.385 billion) and property development (RMB 380 million), with property development revenue significantly increasing by 128.5% year-on-year and property operating services also showing a slight increase | Type of Goods and Services | 2025 (RMB '000) | 2024 (RMB '000) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Sale of Completed Properties (Property Development) | 379,710 | 166,188 | Increased by 128.5% | | Provision of Property Management Services | 1,339,579 | 1,287,440 | Increased by 4.0% | | Provision of Value-added Services | 43,460 | 40,933 | Increased by 6.2% | | Provision of Engineering Services | 1,947 | 3,713 | Decreased by 47.5% | | Provision of Hotel Accommodation Services | 8,039 | 25,605 | Decreased by 68.6% | | Property Project Management and Other Related Services | 244 | 2,678 | Decreased by 90.9% | | Total Revenue from Contracts with Customers | 1,772,979 | 1,526,557 | Increased by 16.1% | - In terms of revenue recognition timing, revenue recognized over time accounted for the largest proportion, totaling RMB 1.39 billion in 2025, primarily from property operating services and hotel operations[15][16] Segment Information For the six months ended June 30, 2025, the Group's total revenue was RMB 1.886 billion, with property operating services being the largest contributor, while the property development segment's loss expanded to RMB 882 million, and property operating services remained profitable, with total Group assets at RMB 71.933 billion, property development assets accounting for the highest proportion Segment Revenue and Results | Segment | 2025 Revenue (RMB '000) | 2024 Revenue (RMB '000) | 2025 Results (RMB '000) | 2024 Results (RMB '000) | | :--- | :--- | :--- | :--- | :--- | | Property Development | 379,710 | 166,188 | (881,505) | (808,078) | | Property Investment | 110,453 | 114,723 | (96,560) | (30,909) | | Services (Property Operating Services) | 1,387,084 | 1,333,711 | 127,146 | 142,076 | | Hotel Operations | 8,039 | 25,605 | (6,526) | (80,653) | | Others | 244 | 2,678 | 10 | (4,089) | | Total | 1,885,530 | 1,642,905 | (857,435) | (781,653) | Segment Assets | Segment Assets | June 30, 2025 (RMB '000) | December 31, 2024 (RMB '000) | | :--- | :--- | :--- | | Property Development | 47,458,827 | 47,863,818 | | Property Investment | 6,349,078 | 6,475,598 | | Property Operating Services | 4,633,502 | 4,514,380 | | Hotel Operations | 19,297 | 28,098 | | Others | 73,535 | 66,806 | | Total Segment Assets | 58,534,239 | 58,948,700 | | Total Unallocated Assets | 13,398,490 | 14,257,241 | | Total Group Assets | 71,932,729 | 73,205,941 | Income Tax For the six months ended June 30, 2025, the Group's income tax expense was approximately RMB 93 million, a slight decrease from RMB 100 million in the prior period, primarily comprising PRC current tax and deferred tax | Tax Type | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | PRC Current Tax | 50,538 | 109,295 | | Deferred Tax | 42,610 | (9,746) | | Total Income Tax | 93,148 | 99,549 | Loss for the Period Loss for the period was primarily impacted by write-down of properties held for sale (RMB 643 million) and increased finance costs, partially offset by net exchange gains (RMB 185 million) and gain on debt restructuring (RMB 8 million) | Item | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | Government grants and partial exemption from PRC value-added tax | (2,707) | (4,122) | | Interest income | (8,394) | (4,672) | | Net exchange (gain)/loss | (185,127) | 247,893 | | Net (profit)/loss on disposal of associates and joint ventures | (486) | 34,987 | | Write-down of properties held for sale | 643,431 | 499,873 | | Gain on debt restructuring | (8,186) | – | Dividends The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025, consistent with the prior period - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025[26] Loss Per Share For the six months ended June 30, 2025, basic and diluted loss per share was RMB 54.93 cents, slightly higher than RMB 54.77 cents in the prior period, primarily due to an increase in loss attributable to owners of the company | Metric | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | Loss for the purpose of calculating basic and diluted loss per share (Loss for the period attributable to owners of the Company) | (3,171,041) | (3,161,480) | | Weighted average number of ordinary shares (thousands) | 5,772,598 | 5,772,598 | | Loss per share - basic and diluted (RMB cents) | (54.93) | (54.77) | - The exercise of share options was not assumed in calculating diluted loss per share as it would result in a decrease in loss per share[27] Trade and Other Receivables As of June 30, 2025, total trade and other receivables amounted to RMB 10.441 billion, a decrease from RMB 11.542 billion at the end of 2024, with trade receivables (net of impairment loss provision) at RMB 1.832 billion and an increase in trade receivables over 1 year old Trade and Other Receivables Summary | Item | June 30, 2025 (RMB '000) | December 31, 2024 (RMB '000) | | :--- | :--- | :--- | | Trade receivables - from contracts with customers | 1,751,141 | 1,701,752 | | Other receivables | 2,200,858 | 2,570,373 | | Consideration receivable for disposal of equity interests in subsidiaries and an associate | 2,091,752 | 2,661,583 | | Amounts shown under current assets | 10,440,717 | 11,541,593 | Ageing of Trade Receivables | Ageing of Trade Receivables | June 30, 2025 (RMB '000) | December 31, 2024 (RMB '000) | | :--- | :--- | :--- | | 0 to 30 days | 251,592 | 1,208,272 | | 31 to 90 days | 224,271 | 136,741 | | 91 to 180 days | 227,992 | 127,630 | | 181 to 365 days | 889,972 | 112,064 | | Over 1 year | 238,145 | 186,572 | | Total | 1,831,972 | 1,771,279 | Trade and Other Payables As of June 30, 2025, total trade and other payables amounted to RMB 9.525 billion, an increase from RMB 9.113 billion at the end of 2024, with trade payables at RMB 3.225 billion and a significant increase in trade payables over 1 year old Trade and Other Payables Summary | Item | June 30, 2025 (RMB '000) | December 31, 2024 (RMB '000) | | :--- | :--- | :--- | | Trade payables | 3,224,654 | 3,284,905 | | Other payables and accrued expenses | 4,982,294 | 4,477,578 | | Total | 9,524,761 | 9,113,265 | Ageing of Trade Payables | Ageing of Trade Payables | June 30, 2025 (RMB '000) | December 31, 2024 (RMB '000) | | :--- | :--- | :--- | | Within 1 year | 483,698 | 3,089,459 | | Over 1 year | 2,740,956 | 195,446 | | Total | 3,224,654 | 3,284,905 | - Trade payables primarily comprise unpaid amounts for construction material purchases and subcontracting fees, with an average credit period ranging from two months to one year[34] Excerpt from Independent Review Report Basis for Disclaimer of Conclusion The reviewer was unable to express a conclusion due to multiple material uncertainties regarding the Group's ability to continue as a going concern, including substantial net losses, high net current liabilities and net liabilities, and approximately RMB 43.995 billion in defaulted interest-bearing borrowings, with the validity of the going concern assumption dependent on the successful implementation of debt restructuring, accelerated sales, asset disposals, and cost control measures, which remain uncertain - The reviewer was unable to express a conclusion due to material uncertainties regarding the Group's ability to continue as a going concern[36][38] - Key uncertainties include a net loss of RMB 3.343 billion for the period, net current liabilities of RMB 19.525 billion, net liabilities of RMB 14.332 billion, and approximately RMB 43.995 billion in defaulted interest-bearing borrowings[36] - The validity of the going concern assumption depends on the successful implementation of measures such as offshore debt restructuring, accelerated property sales, successful disposal of project equity, and effective cost control, but these measures are subject to multiple uncertainties[37] Disclaimer of Conclusion Based on multiple uncertainties related to going concern and their potential cumulative impact, the reviewer disclaims a conclusion on the interim financial information - The reviewer disclaims a conclusion on the interim financial information due to multiple going concern uncertainties and their cumulative impact[38] Management Discussion and Analysis Business Review The Group actively addressed liquidity challenges in the first half of 2025, focusing on "ensuring delivery and stable operations," achieving progress in delivery, sales, and funding, with property development contracted sales of RMB 459 million primarily from residential products in key metropolitan areas, while community services enhanced efficiency and customer satisfaction through smart community initiatives and online platforms Property Development In the first half of 2025, the Group's property development achieved contracted sales of RMB 459 million and a contracted sales area of 66,920 square meters, primarily residential products, with sales concentrated in 8 cities including Beijing, Shenzhen, and Chengdu, and the Bohai Rim and Chengdu-Chongqing metropolitan areas being the largest contributors, while one project phase was completed, 13 projects were under construction, 14 projects were awaiting construction, and total land reserves were approximately 7.26 million square meters - From January to June 2025, the Group achieved contracted sales of approximately RMB 459 million and a contracted sales area of 66,920 square meters, primarily from residential products (99.91%)[39][41] Contracted Sales by Region | Region | Contracted Sales Amount (RMB million) | Proportion | Contracted Sales Area (sq.m.) | Proportion | | :--- | :--- | :--- | :--- | :--- | | Guangdong-Hong Kong-Macao Greater Bay Area | 126 | 27.45% | 5,747 | 8.59% | | Chengdu-Chongqing Metropolitan Area | 131 | 28.54% | 40,992 | 61.25% | | Central China Metropolitan Area | 25 | 5.45% | 3,669 | 5.48% | | Yangtze River Delta Metropolitan Area | 15 | 3.27% | 4,087 | 6.11% | | Bohai Rim Metropolitan Area | 162 | 35.29% | 12,425 | 18.57% | | Total | 459 | 100% | 66,920 | 100% | - During the period, 1 project phase was completed with a total GFA of approximately 15,943 sq.m.; 13 projects were under construction with a total GFA of 1,341,547 sq.m.; and 14 projects were awaiting construction with a total GFA of 5,921,908 sq.m.[49][50][51] - As of June 30, 2025, the Group's total land reserve GFA was approximately 7,263,455 sq.m., primarily located in North China, Southwest China, and South China[52][53] Community Services Color Life Services Group, a leading property management and community services operator, focuses on basic property services, actively promotes smart community development by introducing AI large models and intelligent robots to enhance service efficiency, and strengthens community cohesion and expands consumption scenarios through community activities and the "Cai Zhi Yun" online platform - Color Life Services Group focuses on property management services, leveraging internet technology to build online and offline service platforms, providing basic "four-guarantee" services[54] - The Group is actively advancing smart community development, upgrading its "Property Digital Management Platform" with AI large models, and introducing intelligent robots and AI customer service managers to enhance service quality and efficiency[55] - Through community activities and the "Cai Zhi Yun" online platform, the Group strengthens owner-property relationships, enriches community life, and promotes community cultural brand building and consumption scenario expansion[56][57] Financial Review For the six months ended June 30, 2025, the Group's total revenue increased by 14.8% to RMB 1.883 billion, primarily driven by a 128.5% surge in property development revenue, while gross profit declined by 9.1% and gross profit margin fell to 17.5%, with other income turning from loss to gain, selling and administrative expenses significantly decreasing due to cost control, but finance costs rising by 12.3% Revenue The Group's total revenue increased by 14.8% year-on-year to RMB 1.883 billion, primarily driven by a 128.5% surge in property development revenue, while property operating services revenue also saw a modest increase, but property investment and hotel operations revenue declined | Revenue Source | 2025 (RMB 100 million) | 2024 (RMB 100 million) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Total Revenue | 18.83 | 16.41 | Increased by 14.8% | | Property Development | 3.80 | 1.66 | Increased by 128.5% | | Property Investment | 1.10 | 1.15 | Decreased by 3.7% | | Property Operating Services | 13.85 | 13.32 | Increased by 4.0% | | Hotel Operations | 0.08 | 0.26 | Decreased by 68.6% | - The increase in property development revenue was primarily attributable to the rise in property area delivered during the year[59] - The decrease in hotel operations revenue was mainly due to the disposal and reclassification of several hotel assets into investment properties in the second half of 2024[64] Gross Profit and Gross Profit Margin The Group's gross profit decreased by 9.1% year-on-year to RMB 329 million, with the gross profit margin falling from 22.1% to 17.5%, primarily due to a further decline in gross profit from property development | Metric | 2025 (RMB 100 million) | 2024 (RMB 100 million) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Gross Profit | 3.29 | 3.62 | Decreased by 9.1% | | Gross Profit Margin | 17.5% | 22.1% | Decreased by 4.6 percentage points | - The decline in gross profit margin was primarily due to a further decrease in gross profit from the property development segment[65] Other Income, Gains and Losses The Group recorded other net gains of approximately RMB 201 million for the period, a significant improvement from a net loss of RMB 329 million in the prior period, primarily attributable to net exchange gains/losses from USD-denominated senior notes | Metric | 2025 (RMB 100 million) | 2024 (RMB 100 million) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Other net gains/(losses) | 2.01 (Gain) | (3.29) (Loss) | Turned from Loss to Gain | | Primary Reason | Net exchange gains/losses | Net exchange gains/losses | - | Selling and Distribution Expenses Selling and distribution expenses decreased by 35.7% year-on-year to RMB 28 million, primarily due to reduced advertising and promotion expenses for property sales | Metric | 2025 (RMB 100 million) | 2024 (RMB 100 million) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Selling and Distribution Expenses | 0.28 | 0.44 | Decreased by 35.7% | | Primary Reason | Reduced advertising and promotion expenses | - | - | Administrative Expenses Administrative expenses decreased by 15.5% year-on-year to RMB 294 million, primarily due to the Group's cost control policies and reduced staff costs | Metric | 2025 (RMB 100 million) | 2024 (RMB 100 million) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Administrative Expenses | 2.94 | 3.48 | Decreased by 15.5% | | Primary Reason | Cost control policies and reduced staff costs | - | - | Finance Costs Finance costs increased by 12.3% year-on-year to RMB 2.218 billion, primarily due to a decrease in capitalized interest | Metric | 2025 (RMB 100 million) | 2024 (RMB 100 million) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Finance Costs | 22.18 | 19.75 | Increased by 12.3% | | Primary Reason | Decrease in capitalized interest | - | - | Income Tax Expense Income tax expense was approximately RMB 93 million, remaining largely stable compared to RMB 100 million in the prior period | Metric | 2025 (RMB 100 million) | 2024 (RMB 100 million) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Income Tax Expense | 0.93 | 1.00 | Remained stable | Liquidity, Financial Resources and Capital Structure As of June 30, 2025, the Group's total bank balances and cash decreased by 27.6% to RMB 1.249 billion, with borrowings, senior notes, and bonds remaining high, most of which are due within one year, and the Group's assets are primarily pledged for borrowings, facing approximately RMB 5.925 billion in contingent liabilities Cash Position As of June 30, 2025, the Group's total bank balances and cash were approximately RMB 1.249 billion, a 27.6% decrease from the end of 2024, with some cash being restricted bank deposits primarily for property development use | Metric | June 30, 2025 (RMB 100 million) | December 31, 2024 (RMB 100 million) | Change | | :--- | :--- | :--- | :--- | | Total bank balances and cash | 12.49 | 17.24 | Decreased by 27.6% | | Restricted bank deposits | 4.28 | 5.68 | Decreased by 24.7% | | Bank balances and cash | 8.20 | 11.56 | Decreased by 29.1% | Borrowings and Pledges of the Group's Assets As of June 30, 2025, the Group's total borrowings were approximately RMB 18.025 billion, senior notes and bonds approximately RMB 48.649 billion, and asset-backed securities issued approximately RMB 298 million, with most borrowings and senior notes due within one year, and the vast majority of borrowings secured by land use rights, properties, and bank deposits, while senior notes are guaranteed by pledges of shares in subsidiaries Borrowings and Senior Notes | Type of Liability | June 30, 2025 (RMB 100 million) | December 31, 2024 (RMB 100 million) | | :--- | :--- | :--- | | Total borrowings | 180.25 | 179.48 | | Borrowings due within one year | 164.30 | 160.41 | | Borrowings due after one year | 15.95 | 19.07 | | Total senior notes and bonds | 486.49 | 470.43 | | Senior notes and bonds due within one year | 410.60 | 391.20 | | Senior notes and bonds due after one year | 75.89 | 79.23 | | Asset-backed securities issued | 2.98 | 2.89 | - The vast majority of borrowings are secured by land use rights, properties, and bank deposits, while senior notes are jointly and severally guaranteed by pledges of shares in certain subsidiaries[73] Exchange Rate Risk The Group primarily operates in China and does not face other significant direct exchange rate fluctuation risks, except for bank balances, borrowings, and lease liabilities denominated in foreign currencies - The Group primarily operates in China, with exchange rate risk mainly arising from foreign currency-denominated bank balances, borrowings, and lease liabilities[74] Commitments As of June 30, 2025, the Group had commitments to pay approximately RMB 673 million for construction and property development, a decrease from 2024 | Type of Commitment | June 30, 2025 (RMB 100 million) | 2024 (RMB 100 million) | | :--- | :--- | :--- | | Commitments for construction and property development | 6.73 | 8.80 | Contingent Liabilities As of June 30, 2025, the Group provided guarantees of approximately RMB 2.575 billion for property buyers' mortgage loans and approximately RMB 5.925 billion for bank borrowings of joint ventures and associates, with directors believing the likelihood of buyer default is remote and the fair value of guarantee contracts is not material | Type of Contingent Liability | June 30, 2025 (RMB 100 million) | 2024 (RMB 100 million) | | :--- | :--- | :--- | | Guarantees for property buyers' mortgage loans | 25.75 | 59.72 | | Guarantees for bank borrowings of joint ventures and associates | 59.25 | - | - Directors believe the likelihood of buyer default is remote, and the fair value of guarantee contracts is not material[76] Employees and Remuneration Policy As of June 30, 2025, the Group had approximately 17,632 employees, a decrease from the end of 2024, with remuneration determined based on employee performance, skills, qualifications, and market practice, and mandatory provident fund and state-managed retirement benefit schemes provided | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Number of Employees | 17,632 | 18,596 | - Remuneration policy is determined based on employee performance, skills, qualifications, and experience, in line with market practice, and includes mandatory provident fund and state-managed retirement benefit schemes[77] Dividends The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025[78] Purchase, Sale or Redemption of the Company's Securities For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities, and there were no treasury shares - During the period, neither the Company nor its subsidiaries purchased, sold, or redeemed any listed securities[79] - As of June 30, 2025, the Company held no treasury shares[79] Latest Progress on Debt Restructuring The Group is actively advancing its offshore debt restructuring plan, having entered into a restructuring support agreement with an ad hoc group of creditors holding over 34.9% of the existing notes' principal, while onshore, the principal and interest payment arrangements for five public bonds have been adjusted to December 31, 2025 - The Company has entered into an offshore debt restructuring support agreement with an ad hoc group of creditors holding over 34.9% of the existing notes' principal[80][81] - For onshore public bonds, the principal and interest payment arrangements for five bonds have been adjusted to December 31, 2025[82] Material Investments As of June 30, 2025, the Company had no material investments - As of June 30, 2025, the Company had no material investments[83] Material Acquisitions and Disposals During the period, the Company did not participate in Color Life's rights issue, resulting in its equity interest in Color Life being diluted from approximately 52.44% to approximately 41.95%, with Color Life remaining a subsidiary whose financial performance continues to be consolidated into the Company's statements, and no other material acquisitions or disposals occurred - The Company did not participate in Color Life's rights issue, resulting in its equity interest in Color Life being diluted from approximately 52.44% to approximately 41.95%[84] - Color Life remains a subsidiary of the Company, and its financial performance continues to be consolidated into the Company's financial statements[84] - Other than the dilution of Color Life's equity interest, there were no other material acquisitions or disposals of subsidiaries, associates, and joint ventures during the period[85] Material Events After the Reporting Period No material events affecting the Group have occurred since the end of the reporting period - No material events affecting the Group have occurred since the end of the period[86] Going Concern and Mitigation Measures The Board confirms it has appropriately considered matters raising significant doubt about going concern and actively proposed measures to improve liquidity and financial position, with the Board, management, and audit committee agreeing to prepare financial statements on a going concern basis, but auditors remain uncertain about management's ability to successfully implement the plans - The Board confirms it has considered going concern issues and proposed measures to improve liquidity and financial position[87][88] - The Board, management, and audit committee agree to prepare financial statements on a going concern basis, assuming successful implementation of mitigation measures[89] - The auditors have expressed uncertainty regarding management's ability to achieve its plans and measures, and have not expressed an opinion on the financial statements[88][89] Corporate Governance Corporate Governance Code The Company is committed to maintaining high corporate governance standards, complying with the Corporate Governance Code in Appendix C1 of the Listing Rules during the period, but with deviations, including failure to arrange liability insurance for directors and senior management, and non-compliance with board composition requirements due to an independent non-executive director's resignation, which was rectified by appointing a new independent non-executive director on July 11, 2025 - The Company is committed to maintaining high corporate governance standards, complying with the Corporate Governance Code during the period, but with deviations[90] - Due to the ongoing downturn in the real estate market, the Company was unable to arrange appropriate liability insurance for its directors and senior management[90] - Due to the resignation of an independent non-executive director, the Company temporarily failed to comply with relevant Listing Rules requirements for board composition, audit committee, and nomination committee, but regained compliance after appointing a new independent non-executive director on July 11, 2025[91] Standard Securities Dealing Code for Directors The Company has adopted the Standard Securities Dealing Code set out in Appendix C3 of the Listing Rules, and all directors have confirmed compliance throughout the period - The Company has adopted the Standard Securities Dealing Code in Appendix C3 of the Listing Rules, and all directors confirmed compliance during the period[92] Other Information Review of Interim Results The Company's unaudited interim results for the period have been reviewed by the audit committee and external auditors - The unaudited interim results for the period have been reviewed by the audit committee and external auditors[93] Publication of Interim Results Announcement This announcement has been published on the HKEX website and the Company's website - This announcement has been published on the HKEX website (www.hkexnews.hk) and the Company's website (www.cnfantasia.com)[94](index=94&type=chunk) By Order of the Board This announcement is issued by Ms. Zeng Jianli, Chairman of the Board, and lists the composition of the Board of Directors as of the announcement date - This announcement is issued by Ms. Zeng Jianli, Chairman of the Board[95] - As of the announcement date, the Board members include Executive Directors Ms. Zeng Jianli, Mr. Timothy David Gildner, Mr. Lin Zhifeng; Non-executive Directors Ms. Zeng Baobao, Mr. Su Boyu; and Independent Non-executive Directors Mr. Leung Yiu Cho, Mr. Kwok Siu Muk, Mr. Ma Youheng[96]