金地商置(00535) - 2025 - 中期财报

Corporate Information Provides essential corporate information, including board composition, registered offices, and stock code - Board member change: Mr. Li Ronghui was appointed as an Executive Director on June 25, 2025, while Mr. Ling Ke retired on the same day[5] - The company's stock code is 535[1][11] Management Discussion and Analysis Analyzes financial performance, business operations, and future outlook for the six months ended June 30, 2025 Financial Review The Group's revenue grew significantly in H1 2025, driven by property sales, leading to a substantial reduction in losses Key Financial Data Comparison for H1 2025 (RMB in thousands) | Metric | H1 2025 | H1 2024 | Change | Change (%) | Key Reason | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 6,467,800 | 3,286,900 | +3,180,900 | +96.8% | Increase in recognized property sales revenue | | Other income and gains | 195,700 | 354,300 | -158,600 | -44.8% | Decrease in interest income and consulting service fees | | Direct operating expenses | 608,500 | 627,800 | -19,300 | -3.1% | Staff optimization leading to lower employee costs | | Finance costs | 493,800 | 613,100 | -119,300 | -19.5% | Repayment of some bank loans and lower interest rates | | Impairment of receivables | 773,900 | 281,700 | +492,200 | +174.7% | Large impairment provisions for property inventories of JVs and associates | | Loss attributable to owners of the Company | (1,008,200) | (2,179,100) | +1,170,900 | -53.7% | Significant narrowing of loss | | Basic/diluted loss per share (RMB) | (0.0607) | (0.1312) | +0.0705 | -53.7% | Significant narrowing of loss | Review of Operations The Group's total land bank GFA decreased, while its property investment and management business maintained stable performance - As of June 30, 2025, the Group's total land bank GFA in China was 11.57 million sq.m., a decrease of approximately 7.6% from the end of December 2024[52][56] Property Investment and Management Business Data for H1 2025 | Metric | H1 2025 | YoY Change | Remarks | | :--- | :--- | :--- | :--- | | Total GFA of Investment Properties in Operation (million sq.m.) | 3.246 | +2.5% | Including JVs and associates | | Total Rental and Related Service Revenue (RMB million) | 1,110 | -0.6% | Including JVs and associates | | Commercial & Office Projects GFA (million sq.m.) | 1.17 | - | Including JVs and associates | | Commercial & Office Rental and Related Service Revenue (RMB million) | 654 | +7.9% | Including JVs and associates | | Occupancy Rate of Shenzhen Viseen Science & Technology Park (Phase 1 & 2) | ~95% | - | - | | Occupancy Rate of Shenzhen Viseen Science & Technology Park (Phase 3) | ~89% | - | - | | Industrial Parks GFA (million sq.m.) | 1.82 | - | Including JVs and associates | | Industrial Parks Rental and Related Service Revenue (RMB million) | 364 | - | - | | Occupancy Rate of Industrial Parks in Stable Operation | ~89% | - | - | | Rental Housing Business Revenue (RMB million) | 96 | - | - | | Occupancy Rate of Economy Apartments in Stable Operation | ~94% | - | - | - Gemdale Viseen Industrial was awarded "Top 3 in Comprehensive Strength of National Industrial City Developers" and "Top 3 in National Industrial Park Asset-light Service Capability" by CRIC for the fourth consecutive year[59][62] - Gemdale Strawberry Community received "Top 10 Excellent Brands of China's Housing Rental Enterprises" and "Top 5 Excellent Operating Enterprises of China's Rental Housing Complexes" from CRIC[60][62] - The Shanghai Baoshan Nanda rental housing project, with over 2,500 high-quality subsidized rental units, has commenced operations, setting a benchmark for heavy-asset investment in rental housing[60][62] Prospects The Group anticipates a gradual recovery in the real estate market in H2 2025, supported by government policies - The central government continues to optimize real estate policies, including easing purchase restrictions and lowering down payment ratios, to support housing demand[66][68] - Commercial banks have increased support for development loans, and special loans for "ensuring delivery of buildings" are being accelerated, improving the financing environment for property developers[66][68] - The real estate industry is transitioning from a "high-leverage, high-turnover" model to a "refined, sustainable" one, with development projects focusing on core first- and second-tier cities[66][68] - First- and second-tier city markets show stronger resilience and faster inventory destocking, while third- and fourth-tier cities lag due to higher inventory levels[66][68] - The Group will prioritize financial stability and liquidity, adopting flexible pricing strategies, providing high-quality products, and accelerating sales collection to ensure cash flow[67][69] Condensed Consolidated Statement of Profit or Loss The Group's loss attributable to owners narrowed significantly due to higher revenue and reduced losses from JVs and associates Key Data from Condensed Consolidated Statement of Profit or Loss (RMB in thousands) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Revenue | 6,467,765 | 3,286,864 | | Gross profit | 931,231 | 557,414 | | Direct operating expenses | (608,481) | (627,789) | | Other income and gains | 195,699 | 354,290 | | Impairment of receivables | (773,938) | (281,719) | | Finance costs | (493,843) | (613,054) | | Share of profits and losses of joint ventures | (149,847) | (1,168,865) | | Share of profits and losses of associates | 21,659 | (193,813) | | Loss before tax | (967,571) | (2,298,117) | | Loss for the period | (867,090) | (2,152,232) | | Loss attributable to owners of the Company | (1,008,189) | (2,179,099) | | Basic/diluted loss per share (RMB) | (0.0607) | (0.1312) | Condensed Consolidated Statement of Comprehensive Income The Group's total comprehensive loss for the period decreased substantially, driven by a narrower net loss and positive exchange differences Key Data from Condensed Consolidated Statement of Comprehensive Income (RMB in thousands) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Loss for the period | (867,090) | (2,152,232) | | Exchange differences on translation of foreign operations | 219,215 | (145,237) | | Share of exchange differences of JVs and associates | (6,126) | 13,333 | | Exchange differences on translation of financial statements | (90,148) | 42,964 | | Other comprehensive income/(loss) for the period, net of tax | 122,941 | (88,940) | | Total comprehensive loss for the period | (744,149) | (2,241,172) | | Comprehensive loss attributable to owners of the Company | (885,989) | (2,255,659) | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets and total equity both decreased, primarily due to a reduction in properties under development Key Data from Condensed Consolidated Statement of Financial Position (RMB in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total non-current assets | 39,983,649 | 41,575,049 | | Investment properties | 19,859,473 | 19,799,320 | | Investments in joint ventures | 11,946,749 | 12,766,092 | | Investments in associates | 5,521,191 | 6,482,131 | | Total current assets | 27,627,659 | 34,416,892 | | Properties held for sale | 7,602,234 | 4,963,180 | | Properties under development | 5,492,290 | 12,981,354 | | Bank balances, bank and cash balances | 1,247,386 | 1,821,303 | | Total current liabilities | 24,292,484 | 31,348,063 | | Interest-bearing bank borrowings (current) | 1,390,137 | 1,248,450 | | Amounts due to JVs and associates | 6,976,658 | 8,250,246 | | Total non-current liabilities | 23,023,379 | 23,581,218 | | Interest-bearing bank borrowings (non-current) | 9,712,417 | 10,191,337 | | Total equity | 20,295,445 | 21,062,660 | | Equity attributable to owners of the Company | 16,816,357 | 17,704,352 | Condensed Consolidated Statement of Changes in Equity The Group's total equity decreased during the period, mainly due to the loss attributable to owners, partially offset by an increase in the exchange fluctuation reserve Key Data from Condensed Consolidated Statement of Changes in Equity (RMB in thousands) | Metric | Jan 1, 2025 (Audited) | (Loss)/Profit for the period | Exchange fluctuation reserve | Total comprehensive (loss)/income | June 30, 2025 (Unaudited) | | :--- | :--- | :--- | :--- | :--- | :--- | | Equity attributable to owners of the Company | 17,704,352 | (1,008,189) | 122,200 | (885,989) | 16,816,357 | | Non-controlling interests | 3,358,308 | 141,099 | 741 | 141,840 | 3,479,088 | | Total equity | 21,062,660 | (867,090) | 122,941 | (744,149) | 20,295,445 | Condensed Consolidated Statement of Cash Flows The Group experienced a net cash outflow from operating activities, alongside reduced net cash flows from investing and financing activities Key Data from Condensed Consolidated Statement of Cash Flows (RMB in thousands) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash (used in)/from operating activities | (70,974) | 192,187 | | Net cash from investing activities | 363,358 | 719,764 | | Net cash used in financing activities | (865,343) | (1,608,191) | | Net decrease in cash and cash equivalents | (572,959) | (696,240) | | Cash and cash equivalents at end of period | 1,247,386 | 1,759,619 | Notes to the Condensed Consolidated Financial Information Details the notes to the Group's financial information, covering accounting policies, segment information, and other key financial items 1. GENERAL INFORMATION Gemdale Properties and Investment Corporation Limited is a Bermuda-incorporated company listed on the Hong Kong Stock Exchange - Company Name: Gemdale Properties and Investment Corporation Limited, Stock Code: 535[1][90][95] - Principal Activities: Property development, property investment, and property management[91][96] - Ultimate Holding Company: Gemdale Corporation, whose shares are listed on the Shanghai Stock Exchange[92][96] 2. BASIS OF PREPARATION AND ACCOUNTING POLICIES The financial information is prepared in accordance with HKAS 34 and is consistent with the 2024 annual financial statements - Basis of Preparation: Prepared in accordance with Hong Kong Accounting Standard (HKAS) 34 "Interim Financial Reporting"[93][97] - Changes in Accounting Policies: First-time application of amended Hong Kong Financial Reporting Standards (HKFRSs) effective for the financial year beginning on or after January 1, 2025[99][103] - The amendment to HKAS 21 "Lack of Exchangeability" had no impact on the interim condensed consolidated financial information as the Group's transaction currencies are exchangeable[100][104] 3. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES The critical accounting judgements and estimation uncertainties are consistent with those applied in the 2024 annual financial statements - Critical accounting judgements and estimates are consistent with those in the consolidated financial statements for the year ended December 31, 2024[102][105] 4. OPERATING SEGMENT INFORMATION The Group operates three reportable segments, with property development contributing 90% of total revenue in H1 2025 - The Group has three reportable operating segments: property development, property investment and management, and corporate expenses and others[107][113] - Over 90% of the Group's revenue is derived from customers in Mainland China, and over 90% of its assets are located in Mainland China[109][111] Operating Segment Revenue and Results (RMB in thousands) | Segment | H1 2025 Revenue | H1 2025 Results | H1 2024 Revenue | H1 2024 Results | | :--- | :--- | :--- | :--- | :--- | | Property development | 5,837,347 | (686,212) | 2,633,025 | (2,017,414) | | Property investment and management | 630,418 | 253,299 | 653,839 | 352,169 | | Corporate expenses and others | – | (60,075) | – | (65,091) | | Total | 6,467,765 | (492,988) | 3,286,864 | (1,730,336) | - The property development segment's loss decreased by RMB 1,331,200 thousand, mainly due to a reduction in impairment provisions for amounts due from JVs and associates[30][33] - The property investment and management segment's results decreased by RMB 98,900 thousand, primarily due to lower interest income and consulting service fees[31][34] 5. REVENUE, OTHER INCOME AND GAINS The Group's total revenue increased significantly in H1 2025, driven by property sales, while other income and gains declined Revenue Analysis (RMB in thousands) | Revenue Source | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Property sales | 5,590,773 | 2,622,288 | | Decoration works income | 246,574 | 10,737 | | Property management fee income | 142,436 | 160,362 | | Operation and management fee income | 12,453 | 12,453 | | Gross rental income | 475,529 | 481,024 | | Total revenue | 6,467,765 | 3,286,864 | Other Income and Gains Analysis (RMB in thousands) | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Bank interest income | 8,350 | 18,157 | | Interest income from loans receivable | 11,680 | 24,303 | | Interest income from related parties | 1,957 | 66,379 | | Net gain on disposal of financial assets at FVTPL | 13,029 | – | | Consulting service income | 119,562 | 147,560 | | Government subsidies | 5,627 | 4,516 | | Total | 195,699 | 354,290 | 6. FINANCE COSTS Total finance costs incurred decreased during the period, mainly due to lower interest on loans from related parties Finance Costs Analysis (RMB in thousands) | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Interest on bank loans | 241,263 | 244,039 | | Interest on loans from related parties | 394,208 | 473,680 | | Interest on lease liabilities | 16,233 | 23,231 | | Total finance costs incurred | 652,409 | 742,258 | | Less: Interest capitalized (Investment properties) | (16,891) | (17,513) | | Less: Interest capitalized (Properties under development) | (141,675) | (111,691) | | Net finance costs | 493,843 | 613,054 | 7. IMPAIRMENT LOSSES OF RECEIVABLES Impairment losses on receivables increased significantly due to substantial provisions for amounts due from JVs and associates Impairment Losses of Receivables Analysis (RMB in thousands) | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Loans and other receivables, net | 40,718 | 69,344 | | Amounts due from JVs and associates | 733,220 | 212,375 | | Total | 773,938 | 281,719 | - The impairment on amounts due from JVs and associates was mainly due to significant impairment losses on property inventories held by these entities[139] 8. LOSS BEFORE TAX The Group's loss before tax narrowed considerably, driven by improved performance from JVs and associates Loss Before Tax Adjustment Items (RMB in thousands) | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Cost of properties sold | 5,189,186 | 2,446,254 | | Depreciation of property, plant and equipment | 16,112 | 19,208 | | Impairment of receivables, net | 773,938 | 281,719 | | Net loss on disposal of JVs and associates | 29,161 | – | | Total employee benefit expenses | 290,108 | 372,771 | | Foreign exchange losses/(gains), net | 94,594 | (1,993) | 9. TAX The Group recorded a tax credit for the period, primarily due to a decrease in deferred tax liabilities and adjustments to land appreciation tax Tax Analysis (RMB in thousands) | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Mainland China corporate income tax - current period | 190,639 | 129,002 | | Mainland China land appreciation tax | 15,351 | (142,147) | | Deferred tax | (313,269) | (133,406) | | Total | (100,481) | (145,885) | - The Group had no assessable profits arising in Hong Kong during the period, hence no provision for Hong Kong profits tax was made[143][144] 10. LOSS PER SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANY Both basic and diluted loss per share attributable to owners of the Company decreased significantly for the period Loss Per Share Analysis | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Loss attributable to owners of the Company (RMB in thousands) | (1,008,189) | (2,179,099) | | Basic/diluted loss per share (RMB) | (0.0607) | (0.1312) | | Weighted average number of ordinary shares in issue | 16,613,686,827 | 16,613,686,827 | - As there were no outstanding share options during the six months ended June 30, 2025, the basic loss per share was not adjusted for dilution[152][154] 11. TRADE RECEIVABLES The Group's trade receivables, mainly comprising rental and property management fees, decreased as of June 30, 2025 Trade Receivables (RMB in thousands) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Trade receivables | 75,924 | 105,947 | Ageing Analysis of Trade Receivables (RMB in thousands) | Ageing | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Within 1 month | 18,468 | 41,935 | | 1 to 3 months | 35,275 | 42,833 | | Over 3 months | 22,181 | 21,179 | | Total | 75,924 | 105,947 | - Trade receivables are non-interest-bearing and unsecured, with an average credit period of one month and no significant concentration of credit risk[160][161] 12. PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES The total balance of prepayments, deposits, and other receivables decreased, with increased impairment provisions for certain receivables Prepayments, Deposits and Other Receivables (RMB in thousands) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Deposits and other receivables, net | 1,771,775 | 1,885,821 | | Loans receivable, net | 1,589,437 | 1,638,091 | | Prepayments | 143,144 | 121,433 | | Prepayments of other taxes and surcharges | 491,315 | 679,998 | | Costs incurred to obtain contracts | 41,416 | 105,613 | | Total | 4,037,087 | 4,430,956 | | Non-current portion | (21,581) | (21,864) | | Current portion | 4,015,506 | 4,409,092 | Movement in Impairment Provisions (RMB in thousands) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Impairment provision for other receivables | 218,035 | 208,140 | | Impairment provision for loans receivable | 633,914 | 602,914 | - Loans receivable carry interest at annual rates from 2.3% to 20%, with repayment terms from two months to six years, and some are secured[169][171] - Impairment analysis uses a loss rate approach, with a 5% loss rate for other receivables and 1% to 100% for loans receivable[179][181] 13. TRADE PAYABLES The Group's total trade payables decreased, with the majority of balances settled within one month Trade Payables (RMB in thousands) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total trade payables | 4,256,035 | 4,826,246 | Ageing Analysis of Trade Payables (RMB in thousands) | Ageing | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Within 1 month | 3,191,322 | 3,574,109 | | 1 to 3 months | 264,607 | 285,222 | | Over 3 months | 800,106 | 966,915 | | Total | 4,256,035 | 4,826,246 | - Trade payables are non-interest-bearing and are normally settled within an average of one month[184] 14. INTEREST-BEARING BANK BORROWINGS The Group's total interest-bearing bank borrowings decreased slightly, with most loans secured by Group assets or guaranteed by Gemdale Corporation Interest-bearing Bank Borrowings (RMB in thousands) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Current portion | 1,390,137 | 1,248,450 | | Non-current portion | 9,712,417 | 10,191,337 | | Total | 11,102,554 | 11,439,787 | - Certain bank loans are secured by the Group's properties under development, properties held for sale, investment properties, and equity interests in subsidiaries[188] - Bank loans of RMB 3,368,886 thousand are guaranteed by Gemdale Corporation[188] Repayment Schedule of Interest-bearing Bank Borrowings (RMB in thousands) | Repayment Period | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Within one year or on demand | 1,390,137 | 1,248,450 | | In the second year | 1,132,584 | 1,057,100 | | In the third to fifth years, inclusive | 3,031,151 | 3,115,694 | | Over five years | 5,548,682 | 6,018,543 | | Total | 11,102,554 | 11,439,787 | Currency Denomination of Interest-bearing Bank Borrowings (RMB in thousands) | Currency | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | HKD | 163,881 | 182,333 | | RMB | 10,938,673 | 11,257,454 | | Total | 11,102,554 | 11,439,787 | - The Group has complied with the financial covenants under the relevant loan agreements[195][197] 15. ISSUED CAPITAL The Group's authorized and issued share capital remained unchanged, with all outstanding share options having lapsed in 2024 Issued and Fully Paid Share Capital | Item | No. of shares as at June 30, 2025 | Equivalent to RMB in thousands as at June 30, 2025 | No. of shares as at Dec 31, 2024 | Equivalent to RMB in thousands as at Dec 31, 2024 | | :--- | :--- | :--- | :--- | :--- | | Ordinary shares of HK$0.10 each | 16,613,686,827 | 1,505,164 | 16,613,686,827 | 1,505,164 | - All outstanding share options had lapsed as of December 31, 2024, and thus there were no share options in H1 2025[202][203] 16. CONTINGENT LIABILITIES The Group has provided guarantees for mortgage loans of property buyers and financing for joint ventures Contingent Liabilities (RMB in thousands) | Guarantee Type | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Guarantees for mortgage loans of property buyers | 2,504,186 | 2,954,150 | | Guarantees for financing of JVs (USD equivalent) | 562,547 | 573,945 | | Guarantees for financing of JVs (RMB) | 200,000 | 200,000 | | Guarantees for drawn-down financing of JVs | 707,766 | 721,746 | - The directors consider the fair value of the guarantees to be insignificant, and the net realizable value of the related properties is sufficient to cover potential defaults[205][206] 17. PLEDGE OF ASSETS The Group has pledged investment properties, properties under development, properties held for sale, and restricted funds to secure bank loans Pledged Assets (RMB in thousands) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Investment properties | 16,026,000 | 15,999,154 | | Properties under development | 1,037,446 | 2,410,032 | | Properties held for sale | 1,345,477 | – | | Restricted funds | 169,455 | 124,520 | | Total | 18,578,378 | 18,533,706 | 18. COMMITMENTS The Group has capital commitments for investment properties and contractual commitments to joint ventures Capital Commitments (RMB in thousands) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Investment properties | 235,481 | 231,661 | | Contractual commitments to JVs | 251,579 | 330,898 | | - Investment properties | 251,579 | 281,898 | | - Capital contribution | – | 49,000 | | Total | 487,060 | 562,559 | Total Future Minimum Rentals Receivable (RMB in thousands) | Due Date | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Within one year | 765,551 | 743,549 | | After one year but within two years | 563,746 | 646,703 | | After two years but within three years | 304,237 | 313,431 | | After three years but within four years | 179,096 | 189,248 | | After four years but within five years | 127,530 | 154,821 | | After five years | 71,676 | 139,555 | | Total | 2,011,836 | 2,187,307 | - Rental income recognized during the period was RMB 475,529 thousand (2024: RMB 481,024 thousand)[217][220] 19. RELATED PARTY TRANSACTIONS The Group engaged in various transactions with related parties, all conducted on normal commercial terms Related Party Transactions (RMB in thousands) | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Interest expense paid to related parties | 394,208 | 473,680 | | Interest income received from related parties | (9,402) | (77,379) | | Consulting service income from JVs and associates | (76,221) | (151,117) | | Net expense from related party transactions | 310,079 | 246,271 | Outstanding Balances with Related Parties (RMB in thousands) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Amounts due from group companies | 29,704 | 197,364 | | Amounts due from JVs and associates | 4,028,114 | 4,226,409 | | Amounts due from non-controlling shareholders | 1,958,544 | 1,827,996 | | Amounts due from related companies | 1,170,789 | 1,170,842 | | Amounts due to group companies | (14,025,105) | (14,054,692) | | Amounts due to JVs and associates | (6,976,658) | (8,250,246) | | Amounts due to non-controlling shareholders | (1,316,386) | (1,270,057) | - Of the amounts due to group companies, RMB 10,228,856 thousand is interest-bearing (at LPR plus a spread or 3% to 5% per annum) and not repayable within one year[233] 20. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS The Group's financial instruments are primarily measured using Level 3 inputs, indicating reliance on unobservable data for valuation Carrying Amounts and Fair Values of Financial Instruments (RMB in thousands) | Item | Carrying Amount at June 30, 2025 | Fair Value at June 30, 2025 | Carrying Amount at Dec 31, 2024 | Fair Value at Dec 31, 2024 | | :--- | :--- | :--- | :--- | :--- | | Total financial assets | 615,078 | 613,472 | 754,724 | 752,969 | | Interest-bearing bank borrowings | 11,102,554 | 8,794,124 | 11,439,787 | 9,023,566 | | Non-current portion of amounts due to group companies | 10,228,856 | 8,656,635 | 10,217,712 | 8,396,287 | | Total financial liabilities | 21,331,410 | 17,450,759 | 21,657,499 | 17,419,853 | - The fair value measurements of financial assets and liabilities primarily use Level 3 inputs, which are significant unobservable inputs[250][254] - Valuation techniques include valuation multiples (average price-to-sales ratio) for unlisted equity investments and enterprise value allocation method (risk-free rate) for unlisted debt investments[246] - Level 3 fair value measurement assets (financial assets at FVTPL) decreased from RMB 732,860 thousand at the beginning of the period to RMB 593,497 thousand at the end, mainly due to disposals and fair value changes[258] Other Information Provides other key information, including dividend policy, share schemes, directors' interests, and corporate governance practices INTERIM DIVIDEND 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 (2024: Nil)[261][264] SHARE SCHEME No arrangements were in place during the period to enable directors to acquire benefits through the acquisition of Company shares - At no time during the review period was the Company, its holding companies, or any of its subsidiaries a party to any arrangement to enable the directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate[262][265] DIRECTORS' INTERESTS IN SECURITIES Several directors hold long positions in the Company's shares, with some also holding interests in the associated corporation, Gemdale Corporation Directors' Long Positions in Shares of the Company | Director's Name | Nature of Interest | Number of Shares | Approximate Percentage of Total Shareholding | | :--- | :--- | :--- | :--- | | Mr. Huang Juncan | Beneficial owner | 144,460,000 | 0.87% | | Mr. Xu Jiajun | Beneficial owner | 126,230,000 | 0.76% | | Mr. Wei Chuanjun | Beneficial owner | 83,150,000 | 0.50% | | Mr. Hui Chiu Chung | Beneficial owner | 2,500,000 | 0.02% | | Mr. Hui Chiu Chung | Interest of spouse | 1,500,000 | - | Directors' Long Positions in Shares of Gemdale Corporation | Director's Name | Nature of Interest | Number of Shares | Approximate Percentage of Total Shareholding | | :--- | :--- | :--- | :--- | | Mr. Huang Juncan | Beneficial owner | 2,065,600 | 0.05% | | Mr. Xu Jiajun | Beneficial owner | 1,050,800 | 0.02% | | Mr. Wei Chuanjun | Beneficial owner | 960,100 | 0.02% | SUBSTANTIAL SHAREHOLDERS' INTERESTS IN SECURITIES As of June 30, 2025, Runan Co., Limited and Beacon Limited were the substantial shareholders of the Company Substantial Shareholders' Long Positions in Shares of the Company | Shareholder's Name | Nature of Interest/Capacity | Number of Shares | Approximate Percentage of Total Shareholding | | :--- | :--- | :--- | :--- | | Runan Co., Limited | Direct beneficial owner | 6,689,716,983 | 40.27% | | Beacon Limited | Direct beneficial owner | 4,829,690,322 | 29.07% | - Runan Co., Limited is an indirect wholly-owned subsidiary of Gemdale Corporation[278] - Beacon Limited is a wholly-owned subsidiary of OUE Limited, whose shares are listed on the Singapore Exchange[282] CORPORATE GOVERNANCE The Company has complied with most provisions of the Corporate Governance Code, with two deviations noted - The Company has complied with most of the mandatory disclosure requirements and applicable code provisions of the Corporate Governance Code[284][289] - Deviations from code provisions C.1.5 and F.1.3 occurred as certain non-executive directors and the Chairman were unable to attend the AGM due to prior business commitments[285][286][289] CHANGE IN COMPOSITION OF THE BOARD Mr. Ling Ke retired as an Executive Director and Mr. Li Ronghui was appointed as an Executive Director on June 25, 2025 - Mr. Ling Ke retired as an Executive Director of the Company, effective from the conclusion of the AGM on June 25, 2025[287][290] - Mr. Li Ronghui was appointed as an Executive Director of the Company, effective from the conclusion of the AGM on June 25, 2025[287][291] MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS The Company has adopted the Model Code for securities transactions by directors and confirmed full compliance by all directors - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as its code of conduct for securities transactions by directors[288][292] - All directors have complied with the required standards set out in the Model Code throughout the six months ended June 30, 2025[288][292] PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the period - Neither the Company nor any of its subsidiaries purchased, sold or redeemed any of the Company's listed securities on the Stock Exchange during the six months ended June 30, 2025[294][299] EMPLOYEES AND REMUNERATION POLICY The Group employed approximately 2,100 staff as of June 30, 2025, and maintains a competitive remuneration policy - As of June 30, 2025, the Group employed approximately 2,100 staff (June 30, 2024: approximately 2,600)[295][300] - Employee remuneration is maintained at a competitive level, with discretionary bonuses awarded based on Group and individual performance[295][300] - Other employee benefits include MPF, housing provident funds, insurance, medical coverage, and education and training allowance schemes[295][300] - Directors' remuneration is determined by the Remuneration Committee and the Board based on their duties, the Group's financial performance, and company policy[296][301] AUDIT COMMITTEE The Audit Committee, composed of independent non-executive directors, reviews the Group's accounting and financial reporting matters - The Audit Committee comprises Mr. Xia Xinping (Chairman), Mr. Hui Chiu Chung, and Mr. Chiang Shang-Yi, all of whom are independent non-executive directors[297][302] - The Audit Committee has reviewed the accounting principles and practices adopted by the Group and discussed auditing, internal control, and financial reporting matters[298][302] - The Group's unaudited interim results for the six months ended June 30, 2025 have not been reviewed by the external auditor, Ernst & Young[298][302] RISK MANAGEMENT AND INTERNAL CONTROL The Board is responsible for continuously monitoring and improving the Group's risk management and internal control systems - The Board is responsible for continuously monitoring and improving the Group's risk management and internal control systems to safeguard assets and shareholder interests[304][307] - The Audit Committee and internal audit department assist in reviewing the effectiveness of these systems at least annually[305][308] - The Group will adapt its risk management and internal control systems in response to changes in its operating scale, business scope, and risk profile[306][308] DISCLOSURE PURSUANT TO RULE 13.51B(2) OF THE LISTING RULES A change in the directorship held by an independent non-executive director in another listed company is disclosed - Mr. Hui Chiu Chung, an independent non-executive director of the Company, ceased to be an independent non-executive director of China South City Holdings Limited with effect from August 11, 2025[310][313] BOARD OF DIRECTORS As of the date of this report, the Board of Directors comprises nine members - The Board consists of four Executive Directors (Mr. Huang Juncan, Mr. Xu Jiajun, Mr. Li Ronghui, Mr. Wei Chuanjun), two Non-executive Directors (Mr. Loh Lian Huat, Ms. Zhang Feiyun), and three Independent Non-executive Directors (Mr. Hui Chiu Chung, Mr. Chiang Shang-Yi, Mr. Xia Xinping)[312][314]