Group Introduction Company Overview Road King Infrastructure is a property developer in Mainland China and Hong Kong, also operating four toll expressways in Indonesia with a land bank of 2.36 million sqm - Road King Infrastructure Limited is a property developer in Mainland China and Hong Kong, and invests in and operates toll expressways in Indonesia2 - As of June 30, 2025, the property land bank is approximately 2.36 million square meters, primarily distributed across the Yangtze River Delta, Bohai Rim, and Greater Bay Area2 - The toll road project portfolio includes four expressways in Indonesia, with a total length of approximately 335 kilometers2 Financial Overview Key Financial Data The Group reported property sales of RMB 5.232 billion, a 28% decrease, with a net loss of HKD 1.59 billion for the period 2025 H1 Key Financial Data (RMB/HKD Million) | Indicator | 2025 H1 | 2024 H1 | YoY Change | 2024 Full Year | 2023 Full Year | | :--- | :--- | :--- | :--- | :--- | :--- | | Property Sales (RMB) | 5,232 | 7,304 | -28.37% | 12,462 | 27,650 | | Group Revenue (HKD) | 1,785 | 3,468 | -48.51% | 5,537 | 13,075 | | Indonesian Toll Road Revenue (HKD) | 878 | 919 | -4.46% | 1,765 | 1,667 | | Loss for the Period (HKD) | (1,590) | (394) | -303.55% | (3,308) | (3,761) | | Loss Attributable to Owners (HKD) | (2,034) | (1,027) | -98.05% | (4,122) | (3,962) | | Equity Attributable to Owners (HKD) | 9,183 | 14,234 | -35.49% | 10,815 | 15,696 | | Total Assets (HKD) | 53,329 | 64,806 | -17.69% | 57,513 | 73,146 | | Bank Balances and Cash (HKD) | 3,084 | 6,716 | -54.08% | 4,274 | 5,480 | | Net Asset Value Per Share Attributable to Owners (HKD) | 12.25 | 19.00 | -35.53% | 14.43 | 20.95 | Revenue Contribution Analysis Property revenue was mainly from Yangtze River Delta (61%), while Indonesian toll road revenue was led by SB (35%) and MKTT (29%) 2025 H1 Property Project Revenue Contribution by Region (Including Joint Ventures and Associates) | Region | Percentage | | :--- | :--- | | Yangtze River Delta | 61% | | Bohai Rim | 27% | | Greater Bay Area | 11% | | Other Regions | 1% | 2025 H1 Indonesian Toll Road Project Revenue Contribution Analysis | Expressway Project | Percentage | | :--- | :--- | | Solo Ngawi Expressway (SN Expressway) | 16% | | Ngawi Kertosono Kediri Expressway (NKK Expressway) | 20% | | Medan-Kualanamu-Tebing Tinggi Expressway (MKTT Expressway) | 29% | | Semarang Batang Expressway (SB Expressway) | 35% | - In 2025 H1, the Group's business revenue (including share of revenue from joint operations and joint ventures and associates) was HKD 4,702 million, a significant decrease from HKD 11,141 million in 2024 H11415 Land Bank and Gearing Ratio The land bank decreased to 2.36 million sqm, with the net equity gearing ratio at 63%, reflecting a decline in equity and total assets Land Bank (Including Joint Ventures and Associates, Square Meters) | Period | Property Segment | Industrial Segment | Total | | :--- | :--- | :--- | :--- | | Dec 2023 | 2,590,000 | 980,000 | 3,570,000 | | Dec 2024 | 1,630,000 | 960,000 | 2,590,000 | | Jun 2025 | 1,420,000 | 940,000 | 2,360,000 | Net Equity Gearing Ratio (%) | Period | Ratio | | :--- | :--- | | Dec 2023 | 63 | | Dec 2024 | 55 | | Jun 2025 | 63 | - Net asset value per share attributable to owners decreased from HKD 20.95 in December 2023 to HKD 12.25 in June 20252021 - Equity attributable to owners decreased from HKD 15,696 million in December 2023 to HKD 9,183 million in June 202522 - Total assets decreased from HKD 73,146 million in December 2023 to HKD 53,329 million in June 202523 Management Discussion and Analysis Land Bank The total land bank was 2.36 million sqm, with 79% for sale and 21% for investment, primarily in Yangtze River Delta and Henan Land Bank by Region (As of June 30, 2025) | Region | Developable Area (sqm) | Percentage | | :--- | :--- | :--- | | Yangtze River Delta | 879,000 | 37% | | Bohai Rim | 454,000 | 20% | | Greater Bay Area | 124,000 | 5% | | Henan Province | 907,000 | 38% | | Other Regions | 907,000 | 38% | | Total | 2,364,000 | 100% | | Of which: Properties Held for Sale | 1,872,000 | 79% | | Properties Held for Investment | 492,000 | 21% | Key Project Information Property projects span major Chinese regions, while toll road investments are concentrated in four Indonesian expressways with varying equity stakes - Properties held for sale projects are located in Shanghai, Nanjing, Changzhou, Wuxi, Suzhou, Beijing, Tianjin, Langfang, Jinan, Guangzhou, Hong Kong, Zhengzhou, Luoyang, mostly residential, with target completion dates ranging from already completed to 2030282931323335 - Properties held for investment projects are primarily commercial, located in Changzhou, Wuxi, Suzhou, Ningbo, Beijing, Tianjin, Jinan, Guangzhou, and are all completed373940 Indonesian Toll Road Project Overview (As of June 30, 2025) | Project | Location | Total Length (km) | Equity Interest | | :--- | :--- | :--- | :--- | | SN Expressway | Central & East Java Province | 91 | 40% | | NKK Expressway | East Java Province | 107 | 40% | | MKTT Expressway | North Sumatra Province | 62 | 45% | | SB Expressway | Central Java Province | 75 | 39.77% | Properties Held for Sale The Group's diverse portfolio of residential and commercial properties for sale spans key regions, with completion dates extending to 2030 - Yangtze River Delta key projects include Road King Sheshan Courtyard East Garden (95,000 sqm, completed 2028), Road King Yue Mao Mansion (28,000 sqm, completed), mostly residential2829 - Bohai Rim key projects include Road King Yunhe Shangyuan (25,000 sqm, completed 2027), Road King Sun City (92,000 sqm, completed 2026), covering residential and commercial31 - Greater Bay Area key projects include Road King Xing Tang (23,000 sqm, completed), Junyue Mansion (52,000 sqm, completed 2026), primarily residential32 - Other regions' key projects are concentrated in Henan Province, such as Road King Jiujun (526,000 sqm, completed 2030), Road King Zhongyuan International Slow City (246,000 sqm, completed 2030), mostly large-scale residential and commercial mixed-use projects3335 Properties Held for Investment Investment properties are commercial, fully completed, and located in major regions like Yangtze River Delta, Bohai Rim, and Greater Bay Area - Yangtze River Delta investment properties include Road King Again City (Changzhou) (119,000 sqm), Meili Ancient Town (51,000 sqm), all completed37 - Bohai Rim investment properties include Road King World Plaza (63,000 sqm), Road King Joy Shopping Park (14,000 sqm), all completed39 - Greater Bay Area investment properties include Road King Junyu (18,000 sqm), completed40 Toll Road Projects The Group holds equity in four Indonesian expressways totaling 335 km, all four-lane, located in strategic economic areas - Indonesian expressway projects include Solo Ngawi Expressway (91 km, 40% equity), Ngawi Kertosono Kediri Expressway (107 km, 40% equity), Medan-Kualanamu-Tebing Tinggi Expressway (62 km, 45% equity), and Semarang Batang Expressway (75 km, 39.77% equity)42 Business Review Property sales declined 28% to RMB 5.232 billion, toll road revenue fell 4% to HKD 878 million, resulting in a HKD 1.59 billion loss - In 2025 H1, the Group's property sales (including joint ventures and associates) were RMB 5.232 billion, a decrease of approximately 28% compared to the same period last year43 - Indonesian toll road project revenue was HKD 878 million, a decrease of approximately 4% compared to the same period last year43 - Loss for the period was HKD 1.59 billion, loss attributable to shareholders was HKD 2.034 billion, loss per share was HKD 2.71, and net asset value per share was HKD 12.2543 - As of June 30, 2025, the Group's total land bank was approximately 2.36 million square meters, of which 380,000 square meters were sold but not yet delivered44 Segmental Analysis Property segment losses widened due to market downturn, toll road revenue declined despite traffic growth, and the industrial segment's non-core operations were scaled back Property Segment Property sales dropped 30% to RMB 5.032 billion, resulting in a HKD 1.068 billion segment loss, as the Group ceased land acquisition and seeks offshore debt solutions - In 2025 H1, the Mainland China property market's bottoming-out and recovery momentum weakened, with third and fourth-tier cities affected by high inventory and downward pressure on housing prices, limiting the effectiveness and sustainability of policies45 - Property segment sales (including joint ventures and associates) were RMB 5.032 billion, a decrease of approximately 30% compared to the same period last year46 2025 H1 Property Segment Sales and Deliveries (RMB Million/Square Meters) | Region | Sales (Million) | Sales Area (sqm) | Deliveries (Million) | Delivery Area (sqm) | | :--- | :--- | :--- | :--- | :--- | | Yangtze River Delta | 1,703 | 109,000 | 3,842 | 158,000 | | Bohai Rim | 1,066 | 67,000 | 700 | 54,000 | | Greater Bay Area | 2,209 | 43,000 | 1,698 | 39,000 | | Other Regions | 54 | 8,000 | 34 | 5,000 | | Total (2025 H1) | 5,032 | 227,000 | 6,274 | 256,000 | | Total (2024 H1) | 7,174 | 372,000 | 21,945 | 739,000 | - In 2025 H1, the average property sales price for the property segment was RMB 22,200 per square meter, with Hong Kong projects averaging HKD 118,000 per square meter and Mainland China projects averaging RMB 18,000 per square meter49 - The property segment recorded a loss of approximately HKD 1.068 billion for the period, mainly due to declines in both property sales volume and price50 - The Group ceased participating in land auctions and did not acquire new projects or land parcels during the period. The property segment's land bank is approximately 1.42 million square meters, primarily located in the Yangtze River Delta51 - The Group will actively explore comprehensive solutions for offshore debt and has suspended payments of all due principal and interest on all offshore bank debt, notes, and perpetual securities52104 Toll Road Segment Toll road traffic grew 1%, but revenue fell 4% due to currency depreciation; segment profit dropped significantly due to a prior-year one-off gain 2025 H1 Indonesian Toll Road Project Daily Average Mixed Traffic Volume and Toll Revenue | Project | Daily Average Mixed Traffic Volume (Vehicles) | Toll Revenue (HKD Million) | | :--- | :--- | :--- | | SN Expressway | 20,600 | 255 | | NKK Expressway | 19,200 | 177 | | MKTT Expressway | 22,400 | 139 | | SB Expressway | 28,900 | 307 | | Total (2025 H1) | 91,100 | 878 | | Total (2024 H1) | 89,900 | 919 | - Indonesian expressway projects' daily average mixed traffic volume increased by 1% year-on-year, but toll revenue decreased by 4% year-on-year, mainly due to the depreciation of the Indonesian Rupiah against the Hong Kong Dollar; excluding exchange rate fluctuations, toll revenue was flat year-on-year6162 - The Group's share of profit from Indonesian expressway project joint ventures was HKD 131 million, a decrease of HKD 93 million from the same period last year, mainly due to the recognition of a one-off income tax credit in the prior period64 - The Group's toll road segment profit (after deducting headquarters expenses and taxes) was HKD 96 million, a significant decrease from HKD 1.69 billion in the same period last year, mainly due to the recognition of a one-off after-tax net gain of approximately HKD 1.49 billion from the sale of Mainland China expressway business in the prior period64 - Each project is actively preparing relevant applications, and the related rate adjustments are expected to be approved by the end of 2025. The Group will continue to advance the proposed sale of Indonesian toll roads6266 Industrial Segment Industrial segment sales were RMB 200 million, deliveries RMB 93 million, with a 940,000 sqm land bank, and non-core businesses significantly reduced - In 2025 H1, the industrial segment achieved property sales of approximately RMB 200 million and property deliveries of approximately RMB 93 million, covering an area of approximately 20,000 square meters71 - As of June 30, 2025, the industrial segment's land bank is approximately 940,000 square meters, primarily located in Henan Province71 - Other original industrial businesses (including real estate fund investments and cultural tourism businesses) have been significantly scaled down after restructuring and consolidation71 Group Financial Review The Group's loss widened to HKD 1.59 billion, driven by property segment losses and impairment, leading to suspended offshore debt payments and active restructuring efforts Condensed Consolidated Statement of Profit or Loss Total revenue decreased 48.51% to HKD 1.785 billion, resulting in a gross loss of HKD 696 million and a net loss of HKD 1.59 billion Condensed Consolidated Statement of Profit or Loss Key Data (HKD Thousand) | Indicator | 2025 H1 | 2024 H1 | YoY Change | | :--- | :--- | :--- | :--- | | Total Revenue | 1,784,898 | 3,468,218 | -48.51% | | Gross Loss | (696,218) | (363,587) | -91.49% | | Other Net Losses | (557,612) | (1,105,037) | 49.54% | | Sales and Operating Expenses | (359,399) | (485,154) | 25.92% | | Gain on Disposal of Subsidiaries | – | 1,862,976 | -100.00% | | Share of Profits of Joint Operations/Ventures | 285,165 | 454,309 | -37.23% | | Finance Costs | (304,281) | (434,072) | 29.90% | | Loss for the Period | (1,590,215) | (393,508) | -304.14% | | Loss Attributable to Owners | (2,034,386) | (1,026,865) | -98.12% | | Basic Loss Per Share | (HKD 2.71) | (HKD 1.37) | -97.81% | - Other net losses primarily resulted from increased impairment provisions for properties and related assets; the prior period also included net exchange losses from RMB depreciation and gains from repurchase of senior notes76 - Sales and operating expenses decreased mainly due to reduced property sales volume, lower sales commissions and promotional activities, and optimized operating costs77 - Share of profits of joint operations/ventures decreased, mainly due to the prior period's share of profits from Mainland China expressway projects and a one-off income tax credit recognition for Indonesian projects79 Condensed Consolidated Statement of Financial Position Total assets decreased 7.3% to HKD 53.329 billion, with equity attributable to owners down 15.09% to HKD 9.183 billion Condensed Consolidated Statement of Financial Position Key Data (HKD Million) | Indicator | Jun 30, 2025 | Dec 31, 2024 | Change Rate | | :--- | :--- | :--- | :--- | | Non-current Assets | 21,942 | 22,937 | -4.34% | | Current Assets | 31,387 | 34,576 | -9.22% | | Total Assets | 53,329 | 57,513 | -7.27% | | Non-current Liabilities | (14,052) | (14,351) | 2.08% | | Current Liabilities | (20,108) | (22,262) | 9.68% | | Total Equity (incl. Perpetual Capital Securities) | 19,169 | 20,900 | -8.30% | | Equity Attributable to Owners | 9,183 | 10,815 | -15.09% | - Property inventories decreased, mainly because the Group ceased participating in land auctions and did not acquire new projects or land parcels86 - Bank balances and cash decreased, mainly due to the Group's repayment of multiple bank loans and redemption of HKD 400 million in disposal loans87 - Deposits from presold properties increased, mainly because the Group's wholly-owned projects' presold properties are concentrated for completion and delivery in 2025 H2 or later88 Bank and Other Borrowings Total borrowings decreased 6.27% to HKD 15.21 billion, with 14% short-term and 86% long-term, resulting in a 63% net equity gearing ratio Bank and Other Borrowings Overview (HKD Million) | Indicator | Jun 30, 2025 | Dec 31, 2024 | Change Rate | | :--- | :--- | :--- | :--- | | Total Borrowings | 15,210 | 16,227 | -6.27% | | Repayable within one year or on demand | 2,184 | 2,912 | -25.00% | | After one year but within two years | 459 | 641 | -28.39% | | After two years but within five years | 11,344 | 8,280 | 37.00% | | Over five years | 1,223 | 4,394 | -72.17% | Borrowing Source, Currency, and Interest Rate Basis (As of June 30, 2025) | Borrowing Type | Percentage | Borrowing Currency | Percentage | Interest Rate Basis | Percentage | | :--- | :--- | :--- | :--- | :--- | :--- | | Short-term Borrowings | 14% | HKD | 1% | Floating Annual Rate | 24% | | Long-term Borrowings | 86% | RMB | 22% | Fixed Annual Rate | 76% | | Unsecured Loans | 78% | USD | 77% | | | | Secured Loans | 22% | | | | | - The Group has issued three tranches of guaranteed senior perpetual capital securities, with an outstanding principal of USD 890.5 million as of June 30, 202597 - The Group's net equity gearing ratio is 63%, and the net debt to total capital ratio is 39%97 Condensed Consolidated Statement of Cash Flows Operating cash flow turned to an outflow of HKD 368 million, while investing and financing cash flows decreased due to prior-year asset sales and repayments Condensed Consolidated Statement of Cash Flows Key Data (HKD Million) | Indicator | 2025 H1 | 2024 H1 | YoY Change | | :--- | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | (368) | 320 | -215.00% | | Net Cash Flow from Investing Activities | 1,857 | 5,092 | -63.53% | | Net Cash Flow from Financing Activities | (1,964) | (3,728) | 47.29% | | Net (Decrease) Increase in Cash and Cash Equivalents | (475) | 1,685 | -128.19% | | Cash and Cash Equivalents at June 30 | 2,587 | 6,125 | -57.76% | - Net cash flow from operating activities was an outflow, mainly due to the Group's sales volume decreasing compared to the same period last year, resulting in reduced cash income from presales and property sales100 - Net cash flow from investing activities significantly decreased, mainly due to the Group receiving cash consideration of approximately HKD 4.902 billion from the disposal of its Mainland China expressway business equity in the prior period101 - Net cash flow from financing activities decreased compared to the same period last year, mainly due to larger loan repayments and dividend payments to non-controlling interests of other subsidiaries in the prior period102 Liquidity and Financial Resources Equity attributable to owners was HKD 9.183 billion, with HKD 3.084 billion in cash; the Group suspended offshore debt payments due to liquidity pressure - Equity attributable to owners was HKD 9.183 billion, and net asset value per share was HKD 12.25103 - The Group's total assets were HKD 53.329 billion, with bank balances and cash at HKD 3.084 billion, of which 81% was in RMB103 - The Group has repaid HKD 1.029 billion in loans, but due to the slow market recovery, it anticipates continued debt repayment and liquidity pressure in the future103 - The Group has suspended payments of all due principal and interest on all offshore bank debt, notes, and perpetual securities, and is actively exploring solutions to protect the interests of all stakeholders104 Pledged Assets HKD 40 million in bank balances, HKD 8.071 billion in properties, and HKD 456 million in subsidiary equity were pledged as collateral - Bank balances of HKD 40 million were pledged to banks as mortgage credit guarantees and bank loan guarantees105 - Properties with a book value of HKD 8.071 billion were pledged as collateral for certain credit guarantees105 - Borrowings with an outstanding principal amount of HKD 456 million were secured by equity shares in certain subsidiaries of the Company105 Exchange Rate Fluctuations and Interest Rate Risk The Group faces exchange rate and interest rate risks from its RMB and USD denominated borrowings and cash flows, which it monitors and hedges - The Group's borrowings are primarily in RMB and USD, and cash flows mainly originate from RMB project income, thus facing exchange rate risks from RMB and USD fluctuations106 - The Group faces interest rate fluctuation risks related to RMB and USD denominated borrowings106 - The Group will closely monitor changes in the international environment and enter into foreign currency forward contracts and hedge interest rate risks as appropriate106 Financial Guarantee Contracts The Group provided HKD 3.387 billion in mortgage guarantees for property buyers and HKD 1.587 billion for joint venture bank financing - The Group provided guarantees of HKD 3.387 billion to banks for mortgage loans of property buyers purchasing the Group's developed properties107 - The Group also provided guarantees of HKD 1.587 billion for bank financing granted by banks to joint ventures107 Employees The Group employed 3,458 staff with HKD 355 million in expenses, offering various benefits but no share options - The Group had a total of 3,458 employees as of June 30, 2025108 - Staff costs (excluding directors' emoluments) were HKD 355 million108 - Employee remuneration is determined by performance and contribution, with benefits including provident funds, insurance, medical coverage, and training programs. No share options were granted during the period108 Corporate Governance Corporate Governance Code The Company complied with all applicable provisions of the Corporate Governance Code for the six months ended June 30, 2025 - The Company complied with all applicable provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules of The Stock Exchange of Hong Kong Limited111 Standard Securities Dealing Code for Directors The Company adopted and all Directors complied with the Model Code for Securities Transactions for the six months ended June 30, 2025 - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules112 - All Directors confirmed compliance with the Model Code for Securities Transactions for the six months ended June 30, 2025112 Disclosure of Interests Directors' Interests and Short Positions Directors Shan Wei Biao (3.29%) and Fong Siu Leung (0.03%) held Company shares, with other directors holding associated corporate securities Directors' Long Positions in Company Shares (As of June 30, 2025) | Director Name | Number of Shares Held | Percentage of Shareholding (%) | | :--- | :--- | :--- | | Shan Wei Biao | 24,649,000 | 3.29 | | Fong Siu Leung | 260,000 | 0.03 | - As of June 30, 2025, the Company had no outstanding share options, and no share options were granted, exercised, lapsed, or cancelled during the period114 - Mr. Shan Wei Biao holds multiple guaranteed senior perpetual capital securities and guaranteed senior notes issued by RKI Overseas Finance 2017 (A) Limited, RKPF Overseas 2019 (E) Limited, RKP Overseas Finance 2016 (A) Limited, and RKPF Overseas 2019 (A) Limited116 - Mr. Wong Wai Ho holds USD 200,000 of 7% perpetual capital securities issued by RKI Overseas Finance 2017 (A) Limited116 Major Shareholders' Interests Wai Kee Holdings (44.92%) and Shum Yip Group (27.00%) were the largest shareholders as of June 30, 2025 Major Shareholders' Long Positions in Company Shares (As of June 30, 2025) | Shareholder Name | Nature of Interest | Long Position (Number of Shares) | Percentage of Shareholding (%) | | :--- | :--- | :--- | :--- | | Wai Kee Holdings Limited | Interest of a controlling corporation | 336,608,428 | 44.92 | | Wai Kee (Zens) Holding Limited | Interest of a controlling corporation | 336,608,428 | 44.92 | | Rich Fortune Trading Limited | Beneficial owner | 81,880,000 | 10.93 | | Wai Kee China Investments (BVI) Company Limited | Interest of a controlling corporation | 251,728,428 | 33.59 | | Wai Kee China Investments Limited | Interest of a controlling corporation | 251,728,428 | 33.59 | | ZWP Investments Limited | Beneficial owner | 251,728,428 | 33.59 | | Shum Yip Group Limited | Interest of a controlling corporation | 202,334,142 | 27.00 | | Shum Yip (Group) Company Limited | Interest of a controlling corporation | 202,334,142 | 27.00 | | Shenzhen Investment Limited | Interest of a controlling corporation | 202,334,142 | 27.00 | | Brightful Investment Holding Limited | Beneficial owner | 202,334,142 | 27.00 | - Wai Kee Holdings Limited holds interests in the Company's shares through its wholly-owned subsidiaries and subsidiaries, with Mr. Shan Wei Biao being a director of Wai Kee Holdings Limited121 - Shum Yip Group Limited holds interests in the Company's shares through its interests in Shum Yip (Group) Company Limited and Shenzhen Investment Limited, with Ms. Cai Xun being a director of Shum Yip Group Limited121 Other Disclosures Dividends The Board declared no interim dividend for the six months ended June 30, 2025 - The Board of Directors announced that no interim dividend would be declared for the six months ended June 30, 2025123 Purchase, Sale or Redemption of the Group's Listed Securities No listed securities of the Group were purchased, sold, or redeemed by the Company or its subsidiaries during the period - For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Group's listed securities124 Continuing Disclosure under Listing Rules Affiliated companies reported HKD 4.755 billion net current assets and HKD 2.052 billion net liabilities, with guarantees for joint venture financing and Board changes disclosed Summary of Aggregated Financial Information of Affiliated Companies (As of June 30, 2025, HKD Million) | Indicator | Amount | | :--- | :--- | | Non-current Assets | 11 | | Current Assets | 14,805 | | Current Liabilities | (10,050) | | Net Current Assets | 4,755 | | Non-current Liabilities | (6,818) | | Net Liabilities | (2,052) | - The Group provided guarantees for financing granted by banks to joint ventures, with a total guarantee amount of HKD 1.076 billion127 - Changes in Board members include Mr. Shan Wei Biao re-designated as Chairman, Mr. Ng Koon Hung appointed Company Secretary, Mr. Yuan Yang appointed Non-executive Director, Mr. Xu Enli resigned as Non-executive Director, Ms. Hui Suk Han retired as Independent Non-executive Director, Mr. Cheung Hon Kit appointed Audit Committee member, and Mr. Ho David and Ms. Lam Man Kuen appointed Independent Non-executive Directors129131132 Review of Financial Statements The Audit Committee and external auditor reviewed the Group's unaudited condensed consolidated financial statements and accounting principles - The Company's Audit Committee, together with the external auditor, reviewed the Group's unaudited condensed consolidated financial statements for the six months ended June 30, 2025133 Group Information Board of Directors The Board comprises Executive Directors (Chairman, CEO, CFO), Non-executive Directors, and Independent Non-executive Directors - Executive Directors include Shan Wei Biao (Chairman), Fong Siu Leung (Chief Executive Officer), Ng Koon Hung (Chief Financial Officer)135 - Non-executive Directors include Cai Xun, Yuan Yang135 - Independent Non-executive Directors include Wong Wai Ho, Cheung Hon Kit, Ho David, Lam Man Kuen135 Committee Members The Group operates with Property Business Management, Audit, Nomination, and Remuneration Committees, each with distinct responsibilities - The convener of the Property Business Management Committee is Fong Siu Leung135 - The Chairman of the Audit Committee is Ho David135 - The Chairman of the Nomination Committee is Shan Wei Biao135 - The Chairman of the Remuneration Committee is Wong Wai Ho135 Company Secretary and Auditor Ng Koon Hung serves as Company Secretary, with Deloitte Touche Tohmatsu as the Group's auditor - The Company Secretary is Ng Koon Hung135 - The Auditor is Deloitte Touche Tohmatsu135 Principal Bankers Principal bankers include major Chinese banks and The Hongkong and Shanghai Banking Corporation Limited - Principal bankers in Mainland China include Agricultural Bank of China, Bank of China, China Construction Bank, Industrial and Commercial Bank of China135 - The principal banker in Hong Kong is The Hongkong and Shanghai Banking Corporation Limited135 Registered Office and Principal Place of Business The registered office is in Bermuda, with the principal place of business located in Tsim Sha Tsui, Hong Kong - The registered office is located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda136 - The principal place of business is located at Unit 502, 5/F, 6 Gateway Tower, 9 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong136 Listing of Shares, Notes, Securities and Bonds Company shares are listed on HKEX (1098), while various guaranteed notes and perpetual securities are listed on SGX - The Company's shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited (Stock Code: 1098)136 - Multiple USD-denominated guaranteed senior notes and guaranteed perpetual capital securities are listed on the Singapore Exchange Securities Trading Limited136137 Investor Relations Investor relations contacts are Ng Koon Hung and Choi Yuk Chi, available via phone or email - Investor relations contacts are Ng Koon Hung and Choi Yuk Chi, reachable at telephone number (852) 2957 6800 and email address ir@roadking.com.hk136 Review Report on Condensed Consolidated Financial Statements Introduction Deloitte Touche Tohmatsu reviewed the Group's condensed consolidated financial statements, prepared by Directors under HKAS 34 - Deloitte Touche Tohmatsu was engaged to review the Group's condensed consolidated financial statements for the six months ended June 30, 2025139 - The Company's Directors are responsible for the preparation and presentation of the condensed consolidated financial statements in accordance with Hong Kong Accounting Standard 34139 Basis for Disclaimer of Conclusion Failure to obtain noteholder consent and suspension of offshore debt payments raise significant going concern doubts, as auditors lack sufficient evidence on liquidity plans - The Group failed to obtain consent solicitation for its senior notes and has suspended payments of all principal and interest on all offshore bank borrowings, senior notes, and perpetual capital securities140 - The suspension of payments may lead to certain creditors demanding accelerated repayment of approximately USD 1.529 billion (approximately HKD 11.895 billion) of offshore bank borrowings and senior notes140 - The existence of the aforementioned events or conditions may cast significant doubt on the Group's ability to continue as a going concern141 - The auditors were unable to obtain necessary and sufficient appropriate evidence to assess the likelihood of success of the Group's plans to improve liquidity (including financial restructuring and asset realization), and therefore could not be satisfied with the appropriateness of the Directors' use of the going concern basis of accounting142 Disclaimer of Conclusion Due to material uncertainties regarding going concern, auditors could not obtain sufficient evidence and thus disclaim a conclusion on the financial statements - Due to the materiality of the matters described in the Basis for Disclaimer of Conclusion, the auditors were unable to obtain sufficient appropriate evidence and therefore do not express a conclusion on these condensed consolidated financial statements145 Condensed Consolidated Financial Statements Condensed Consolidated Statement of Profit or Loss Total revenue was HKD 1.785 billion, resulting in a HKD 696 million gross loss and a HKD 1.59 billion net loss for the period Condensed Consolidated Statement of Profit or Loss (For the six months ended June 30, 2025, HKD Thousand) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Total Revenue | 1,784,898 | 3,468,218 | | Gross Loss | (696,218) | (363,587) | | Other Gains and Losses | (557,612) | (1,105,037) | | Selling Expenses | (108,747) | (144,156) | | Administrative Expenses | (250,652) | (340,998) | | Gain on Disposal of Subsidiaries | – | 1,862,976 | | Share of Profits of Joint Operations/Ventures | 285,165 | 454,309 | | Finance Costs | (304,281) | (434,072) | | Loss for the Period | (1,590,215) | (393,508) | | Loss Attributable to Owners | (2,034,386) | (1,026,865) | | Basic Loss Per Share | (HKD 2.71) | (HKD 1.37) | Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income The Group reported a HKD 1.59 billion loss for the period, with total comprehensive expense reaching HKD 1.586 billion Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30, 2025, HKD Thousand) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Loss for the Period | (1,590,215) | (393,508) | | Other Comprehensive Income (Expense) | 4,514 | (539,174) | | Total Comprehensive Expense for the Period | (1,585,701) | (932,682) | | Total Comprehensive (Expense) Income Attributable to Owners | (2,029,802) | (1,462,090) | Condensed Consolidated Statement of Financial Position Total assets were HKD 53.329 billion, with HKD 19.169 billion in total equity and HKD 34.160 billion in total liabilities Condensed Consolidated Statement of Financial Position (As of June 30, 2025, HKD Thousand) | Indicator | Jun 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Non-current Assets | 21,941,752 | 22,936,711 | | Current Assets | 31,387,303 | 34,576,424 | | Total Assets | 53,329,055 | 57,513,135 | | Equity Attributable to Owners | 9,182,835 | 10,815,447 | | Holders of Perpetual Capital Securities | 7,395,396 | 7,123,442 | | Total Equity | 19,169,339 | 20,900,179 | | Non-current Liabilities | 14,052,302 | 14,350,791 | | Current Liabilities | 20,107,414 | 22,262,165 | | Total Equity and Liabilities | 53,329,055 | 57,513,135 | Condensed Consolidated Statement of Changes in Equity Equity attributable to owners decreased from HKD 15.696 billion to HKD 9.183 billion, mainly due to period loss and exchange adjustments - Equity attributable to owners decreased from HKD 15,695,656 thousand as of January 1, 2024, to HKD 9,182,835 thousand as of June 30, 2025154 - Loss for the period (attributable to owners of the Company) was HKD 2,034,386 thousand154 - Exchange reserves changed due to the translation of overseas operations and presentation currency154 Condensed Consolidated Statement of Cash Flows Operating cash flow was a HKD 368 million outflow, investing cash flow was a HKD 1.857 billion inflow, and financing cash flow was a HKD 1.964 billion outflow Condensed Consolidated Statement of Cash Flows (For the six months ended June 30, 2025, HKD Thousand) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | (367,900) | 320,510 | | Net Cash Flow from Investing Activities | 1,857,448 | 5,092,119 | | Net Cash Flow from Financing Activities | (1,964,331) | (3,727,861) | | Net (Decrease) Increase in Cash and Cash Equivalents | (474,783) | 1,684,768 | | Cash and Cash Equivalents at June 30 | 2,586,796 | 6,125,278 | Notes to the Condensed Consolidated Financial Statements Basis of Preparation Prepared under HKAS 34, the statements highlight significant going concern uncertainties due to suspended offshore debt payments and uncertain liquidity plans - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 issued by the Hong Kong Institute of Certified Public Accountants158 - The Group failed to obtain consent solicitation for its senior notes and has suspended payments of all principal and interest on all offshore bank borrowings, senior notes, and perpetual capital securities, which may lead to demands for immediate repayment of approximately HKD 11.895 billion in debt159 - The Group has formulated financial restructuring plans and measures to realize designated assets, but their success is subject to significant uncertainty, raising doubts about its ability to continue as a going concern160161162 Principal Accounting Policies Financial statements are prepared on a historical cost basis, with fair value for investment properties; revised HKFRSs had no significant impact - The condensed consolidated financial statements are prepared on a historical cost basis, with investment properties and certain financial instruments measured at fair value163 - Revised Hong Kong Financial Reporting Standards were first applied in this interim period but had no significant impact on the Group's financial position and performance164 Revenue Revenue from customer contracts was HKD 1.682 billion, mainly from property sales and management; total revenue, including joint ventures, significantly decreased to HKD 4.702 billion Revenue from Contracts with Customers (For the six months ended June 30, 2025, HKD Thousand) | Category of Goods and Services | Property Development and Investment | Industrial Investment and Asset Management | Total | | :--- | :--- | :--- | :--- | | Property Sales | 1,236,727 | 57,196 | 1,293,923 | | Property Management and Services Revenue | 376,934 | 11,477 | 388,411 | | Total | 1,613,661 | 68,673 | 1,682,334 | | By Market Region (Mainland China) | 1,558,493 | 68,673 | 1,627,166 | | By Market Region (Hong Kong) | 55,168 | – | 55,168 | | Revenue Recognition Timing (At a point in time) | 1,236,727 | 57,196 | 1,293,923 | | Revenue Recognition Timing (Over time) | 376,934 | 11,477 | 388,411 | - The Group's total revenue (including share of revenue from property joint ventures and associates, and share of toll revenue from infrastructure joint operations/ventures) was HKD 4,702,024 thousand, a significant decrease from HKD 11,141,002 thousand in 2024 H1169 Segment Information Property and industrial segments incurred losses, while toll roads were profitable; total segment assets were HKD 53.086 billion, liabilities HKD 33.567 billion Segment Revenue and (Loss) Profit (For the six months ended June 30, 2025, HKD Thousand) | Segment | Revenue | (Loss) Profit | | :--- | :--- | :--- | | Property Development and Investment | 1,711,444 | (1,067,702) | | Toll Roads | – | 95,624 | | Industrial Investment and Asset Management | 73,454 | (594,329) | | Total | 1,784,898 | (1,566,407) | Segment Assets and Liabilities (As of June 30, 2025, HKD Thousand) | Segment | Assets | Liabilities | | :--- | :--- | :--- | | Property Development and Investment | 43,127,962 | (32,845,018) | | Toll Roads | 4,455,913 | (43,461) | | Industrial Investment and Asset Management | 5,501,802 | (678,539) | | Total | 53,085,677 | (33,567,018) | Other Gains and Losses Other net losses of HKD 558 million were primarily due to impairment on loans and joint venture receivables, and fair value losses on investment properties Other Gains and Losses (For the six months ended June 30, 2025, HKD Thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Net Exchange Gains (Losses) | 1,227 | (299,338) | | Gain on Repurchase of Senior Notes | – | 344,175 | | Impairment Loss on Loans Receivable | (96,567) | (639,984) | | Impairment Loss on Amounts Due from Joint Ventures | (268,240) | (176,489) | | Fair Value Change of Investment Properties | (209,970) | (284,848) | | Total | (557,612) | (1,105,037) | Share of Profits of Joint Operations/Ventures Share of profits from joint operations/ventures was HKD 285 million, with infrastructure profits decreasing while property and other joint ventures increased Share of Profits of Joint Operations/Ventures (For the six months ended June 30, 2025, HKD Thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Share of Profits of Infrastructure Joint Operations/Ventures | 130,766 | 357,702 | | Share of Profits of Property and Other Joint Ventures | 154,399 | 96,607 | | Total | 285,165 | 454,309 | Finance Costs Total finance costs were HKD 464 million, with net finance costs of HKD 304 million after capitalization, a decrease from the prior period Finance Costs (For the six months ended June 30, 2025, HKD Thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Interest on Borrowings | 440,434 | 657,473 | | Interest on Lease Liabilities | 310 | 617 | | Other Interest and Finance Charges | 23,052 | 66,237 | | Total | 463,796 | 724,327 | | Less: Capitalized to Properties Under Development for Sale | (159,515) | (290,255) | | Net Finance Costs | 304,281 | 434,072 | (Loss) Profit Before Tax Loss before tax was HKD 1.598 billion, mainly due to property inventory costs including HKD 472 million impairment - In 2025 H1, the Group's loss before tax was HKD 1,597,589 thousand178 - Cost of property inventories recognized as expense was HKD 2,047,080 thousand, which included property inventory impairment of HKD 472,103 thousand178 - Total depreciation of right-of-use assets and property, plant and equipment was HKD 16,861 thousand178 Income Tax (Credit) Expense Income tax credit was HKD 7.374 million, primarily from PRC taxes, while prior period expense was higher due to asset sale gains Income Tax (Credit) Expense (For the six months ended June 30, 2025, HKD Thousand) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Hong Kong Profits Tax | 253 | 1,468 | | PRC Corporate Income Tax | 120,540 | 409,665 | | PRC Land Appreciation Tax | (123,523) | 49,240 | | Withholding Tax | 21,202 | 64,685 | | Deferred Tax | (25,846) | (94,216) | | Total | (7,374) | 430,842 | - Prior period income tax expense was higher, mainly due to the recognition of gains from the one-off disposal of Mainland China expressway business80 Loss Per Share Basic loss per share was HKD 2.71; diluted loss per share was not presented due to no dilutive ordinary shares Loss Per Share (For the six months ended June 30, 2025) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Loss Attributable to Owners for Basic Loss Per Share Calculation (HKD Thousand) | (2,034,386) | (1,026,865) | | Weighted Average Number of Ordinary Shares for Basic Loss Per Share Calculation (Thousand Shares) | 749,337 | 749,337 | | Basic Loss Per Share | (HKD 2.71) | (HKD 1.37) | - There were no issued ordinary shares with dilutive potential for the six months ended June 30, 2025 and 2024, hence no diluted loss per share is presented183 Investment Properties Completed investment properties had a book value of HKD 5.086 billion, with a HKD 210 million fair value loss recognized Investment Properties (HKD Thousand) | Item | Amount | | :--- | :--- | | As of January 1, 2025 | 5,323,712 | | Fair Value Change Recognized in Profit or Loss | (209,970) | | Disposals During the Period | (27,489) | | As of June 30, 2025 | 5,086,253 | - The fair value of completed investment properties is determined by valuations performed by independent professional valuers, primarily referencing the capitalized income approach or market conditions of comparable property transactions184 - Investment properties are located in Mainland China and consist of land leasehold interests held by the Group for rental income or capital appreciation purposes184 Interests in Joint Operations/Ventures Total interests in joint operations/ventures were HKD 12.466 billion, including HKD 836 million in impairment losses Interests in Joint Operations/Ventures (HKD Thousand) | Item | Jun 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Interests in Infrastructure Joint Operations/Ventures | 4,353,694 | 4,338,630 | | Interests in Property and Other Joint Ventures | 8,112,292 | 8,179,887 | | Total | 12,465,986 | 12,518,517 | - Infrastructure joint operations/ventures distribute dividends or cash surpluses according to cooperation agreements, based on the Group's registered capital proportion or agreed profit/cash sharing ratios188 - The carrying amount of interests in joint ventures includes impairment losses of HKD 836,318 thousand, of which HKD 1,143 thousand was recognized in profit or loss during the period188 Property Inventories Total property inventories were HKD 22.814 billion, with HKD 2.189 billion in provisions due to market deterioration Property Inventories (HKD Thousand) | Item | Jun 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Completed Properties Held for Sale | 8,075,610 | 9,282,207 | | Properties Under Development for Sale | 14,738,651 | 14,450,053 | | Total | 22,814,261 | 23,732,260 | - Due to the continued deterioration of the property markets in Mainland China and Hong Kong, the net realizable value of certain of the Group's property inventories fell below their cost. As of June 30, 2025, the provision for property inventories amounted to HKD 2,188,841 thousand189 Amounts Due from Joint Ventures and Associates Amounts due from joint ventures and associates totaled HKD 2.791 billion, with HKD 1.628 billion in impairment losses recognized Amounts Due from Joint Ventures and Associates (HKD Thousand) | Item | Jun 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Gross Carrying Amount | 4,418,659 | 5,061,329 | | Less: Impairment Loss | (1,628,112) | (1,252,575) | | Net Amount | 2,790,547 | 3,808,754 | | Current Portion | 848,822 | 1,092,002 | | Non-current Portion | 1,941,725 | 2,716,752 | - Amounts due from joint ventures and associates are unsecured, and the Group expects to recover the current portion within twelve months after the end of the reporting period190 Loans Receivable Loans receivable totaled HKD 493 million, with HKD 1.280 billion in impairment losses recognized, following a prior-period debt restructuring acquisition Loans Receivable (HKD Thousand) | Item | Jun 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Gross Carrying Amount | 1,773,049 | 1,773,026 | | Less: Impairment Loss | (1,279,903) | (1,183,336) | | Net Amount | 493,146 | 589,690 | | Current Portion | 67,107 | 79,110 | | Non-current Portion | 426,039 | 510,580 | - For the six months ended June 30, 2024, the Group entered into a debt restructuring agreement with the sole shareholder of Guangzhou Kangcheng Hongshen Enterprise Management Consulting Co., Ltd. to acquire its entire equity interest for zero consideration to settle the loan to Kangcheng Hongshen191 Trade and Other Receivables, Deposits and Prepayments Total trade and other receivables, deposits, and prepayments were HKD 2.396 billion, including HKD 176 million in trade receivables Trade and Other Receivables, Deposits and Prepayments (HKD Thousand) | Item | Jun 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Trade Receivables from Sales of Goods and Services to Customers | 175,963 | 138,893 | | Prepaid Land Development Costs | 536,481 | 536,481 | | Deposits Paid for Acquisition of Property Inventories | 377,449 | 385,036 | | Prepaid VAT and Other Taxes | 495,966 | 539,600 | | Other Receivables, Deposits and Prepayments | 704,759 | 707,959 | | Total | 2,395,538 | 2,398,980 | - Trade receivables primarily arise from property sales and are generally payable within 60 to 90 days after the agreement date192 - Prepaid land development costs of HKD 536,481 thousand will be fully refunded with interest if the land parcel is not acquired through public auction192 Pledged Bank Deposits/Bank Balances and Cash Pledged bank deposits were HKD 40.022 million, with total bank balances and cash at HKD 3.084 billion, excluding HKD 497 million restricted deposits - Pledged bank deposits totaling HKD 40,022 thousand have been pledged to banks as mortgage guarantees and bank credit line guarantees193 - Bank balances and cash amounted to HKD 3,083,906 thousand, of which restricted bank deposits of HKD 497,110 thousand are not included in cash and cash equivalents193 - Bank balances bear interest at market rates ranging from 0.01% to 4.7% per annum194 Bank and Other Borrowings Total borrowings were HKD 15.21 billion (HKD 3.315 billion secured, HKD 11.895 billion unsecured), with some reclassified as current due to covenant breaches Bank and Other Borrowings (HKD Thousand) | Item | Jun 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Sep 2019 Guaranteed Senior Notes | 1,626,315 | 1,624,062 | | Mar 2020 Guaranteed Senior Notes | 1,271,433 | 1,270,263 | | Sep 2020 Guaranteed Senior Notes | 1,210,802 | 1,208,816 | | Jan 2021 Guaranteed Senior Notes | 3,431,083 | 3,428,064 | | Jul 2021 Guaranteed Senior Notes | 3,471,168 | 3,467,765 | | Bank Loans | 4,199,353 | 5,228,278 | | Total Borrowings | 15,210,154 | 16,227,248 | | Secured | 3,315,469 | 3,972,816 | | Unsecured | 11,894,685 | 12,254,432 | - The Group violated the fixed charge coverage ratio for bank borrowings with a gross carrying amount of HKD 883,885 thousand; as the lenders have not yet provided waivers, these loans have been classified as current liabilities198 - Senior notes bear interest at fixed annual rates, and their maturity dates have been extended. Bank loans bear interest at floating or fixed annual rates199 Trade and Other Payables and Accruals Total trade and other payables and accruals were HKD 4.062 billion, including HKD 932 million in trade payables and HKD 1.774 billion in accrued construction costs Trade and Other Payables and Accruals (HKD Thousand) | Item | Jun 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Trade Payables | 931,894 | 1,136,969 | | Accrued Construction Costs | 1,774,397 | 1,885,507 | | Accrued Taxes | 230,639 | 227,583 | | Consideration Payable for Acquisition of Joint Ventures | 213,687 | 213,687 | | Construction Related Deposits | 221,400 | 230,283 | | Property Purchase Deposits | 124,275 | 265,201 | | Other Payables | 566,181 | 643,145 | | Total | 4,062,473 | 4,602,375 | Financial Guarantee Contracts The Group provided HKD 3.387 billion in mortgage guarantees for property buyers and HKD 1.587 billion for joint venture bank financing - The Group provided guarantees of HKD 3,386,697 thousand to banks for mortgage loans of property customers purchasing the Group's developed properties205 - The Group also provided guarantees of HKD 1,586,811 thousand for bank financing granted by banks to joint ventures205 Pledged Assets HKD 4.129 billion in property inventories, HKD 3.942 billion in investment properties, and HKD 456 million in subsidiary equity were pledged - The Group's property inventories of HKD 4,128,553 thousand and investment properties of HKD 3,942,142 thousand have been pledged as collateral for bank and other financing obtained by the Group206 - Borrowings with an outstanding principal amount of HKD 456,441 thousand are secured by equity shares in a subsidiary of the Company206 Events After the Reporting Period Failure to obtain noteholder consent led to suspended offshore debt payments (USD 23.36 million interest), potentially triggering accelerated repayment of USD 1.529 billion - On August 8, 2025, the Group failed to obtain consent solicitation regarding its five senior notes due between 2028 and 2030216 - The Group decided to suspend payments of all principal and interest on all offshore bank borrowings, senior notes, and perpetual capital securities216 - As of the report date, the Group had suspended interest payments totaling approximately USD 23.36 million (equivalent to HKD 181.742 million) on two senior notes and offshore bank borrowings216 - The suspension of payments may lead to certain creditors demanding accelerated repayment of their debts totaling approximately USD 1,529,082,000 (equivalent to HKD 11,894,686,000)216
路劲(01098) - 2025 - 中期财报