远洋集团(03377) - 2025 - 中期财报

About Oceanwide Group Company Overview Oceanwide Group is a Hong Kong-listed diversified industrial company focused on healthy architecture, with core businesses in property development, investment, management, and new ventures - Oceanwide Group's strategic vision is to be a "creator of healthy architecture and social value," aiming to be a diversified industrial company focused on core development and related new businesses[5] - Core businesses include residential development, property development and operation, property services, and full-chain construction services, expanding into elderly care apartments, data properties, logistics properties, and real estate funds[5] Land Reserve Overview | Indicator | Data | | :--- | :--- | | Land Reserve (as of June 30, 2025) | Approximately 27 million square meters | Company Information Basic Information Oceanwide Group provides essential company details, including board composition, committee members, registered and principal business locations, key banks, auditors, legal advisors, share registrars, and listing information - The Board of Directors comprises executive, non-executive, and independent non-executive directors, with committees for audit, nomination, remuneration, strategy, and investment[8] - The company's registered office is in Hong Kong, with its principal place of business in Beijing, China[9] - The auditor is BDO Limited (Hong Kong), and the legal counsel is Paul Hastings LLP (Hong Kong)[9] Financial and Operational Highlights Key Financial and Operational Data Oceanwide Group's H1 2025 financial and operational performance faced challenges with significant declines in contracted sales and revenue, yet achieved a profit due to offshore debt restructuring gains H1 2025 Key Financial Data (RMB million) | Indicator (RMB million) | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | Contracted Sales | 13,370 | 18,330 | -27% | | Revenue | 6,203 | 13,313 | -53% | | Gross Loss / (Profit) | -4,966 | 297 | Not Applicable | | Profit / (Loss) for the Period | 9,056 | -5,390 | Not Applicable | | Profit / (Loss) Attributable to Owners of the Company | 10,202 | -5,382 | Not Applicable | | Basic Earnings / (Loss) Per Share (RMB) | 1.171 | -0.707 | Not Applicable | | Gross Loss / (Profit) Margin (%) | -80% | 2% | -82 percentage points | | Net Profit / (Loss) Margin (%) | 147% | -40% | 187 percentage points | | Saleable GFA Sold (thousand square meters) | 849 | 1,514 | -44% | | Saleable GFA Delivered (thousand square meters) | 340 | 755 | -55% | Balance Sheet and Land Reserve (RMB million) | Indicator (RMB million) | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Total Assets | 165,240 | 181,405 | -9% | | Equity Attributable to Owners of the Company | 4,117 | -12,659 | Not Applicable | | Cash Resources | 5,831 | 4,828 | 21% | | Net Gearing Ratio (%) | 743% | Not Applicable | Not Applicable | | Current Ratio (times) | 0.93 | 0.88 | 6% | | Land Reserve (thousand square meters) | 27,232 | 31,072 | -12% | Chairman's Report 2025 Interim Results Oceanwide Group's H1 2025 revenue decreased by 53% to RMB 6.203 billion, resulting in a gross loss, but a net profit attributable to owners of RMB 10.202 billion was achieved due to offshore debt restructuring gains H1 2025 Performance Overview (RMB) | Indicator (RMB) | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | Revenue | 6.203 billion | 13.313 billion | -53% | | Gross Loss / (Profit) | -4.966 billion | 297 million | Not Applicable | | Profit Attributable to Owners of the Company | 10.202 billion | -5.382 billion | Not Applicable | | Basic Earnings Per Share | 1.171 | -0.707 | Not Applicable | | Diluted Earnings Per Share | 0.919 | -0.707 | Not Applicable | Market Review and Outlook China's real estate market continued its deep adjustment in H1 2025, with sales declining, and the industry is expected to transition towards asset-light operations and value-added services in the future - In H1 2025, national commercial property sales were approximately RMB 4.4 trillion, a 5.5% year-on-year decrease, and a 52% decrease compared to H1 2021[19] - The real estate market is expected to take time to recover in H2 2025, with industry risks still in the process of being cleared[19] - The industry will fully enter a new stage of improving quality and efficiency in existing assets, with commercial management, asset management, elderly care apartments, property services, and urban renewal businesses seeing rapid development opportunities[19] Performance Review and Strategy In H1 2025, Oceanwide Group focused on operational stability and risk mitigation, achieving high-quality deliveries, completing offshore debt restructuring, advancing onshore debt restructuring, and accelerating asset-light business transformation - In H1 2025, approximately 12,000 residential units were delivered across 23 cities nationwide, with overall delivery quality consistently ranking in the industry TOP10 for three consecutive years[21] - Offshore debt restructuring officially became effective on March 27, 2025, reducing leverage by approximately USD 4 billion and significantly improving the balance sheet structure[23] - Oceanwide Holdings announced a comprehensive restructuring plan for onshore credit bonds on August 1, 2025, offering various settlement options including cash repurchase, equity economic interest rights, and asset-for-debt swaps[24] - Asset-light construction management business ranked 8th in newly contracted area, entering the industry's first tier; elderly care apartment brand "Chunxuanmao" manages over 11,000 beds; Oceanwide Services' market expansion significantly improved[25][28] - ESG performance continues to lead, with GRESB and CDP Climate Change ratings being the highest among Chinese property developers, and green building projects accounting for over 75% of the total[29] Company Strategy for H2 2025 Oceanwide Group's H2 2025 strategy emphasizes high-quality delivery, sustainable operations through accelerated sales and asset disposal, enhanced cash flow management, and vigorous expansion of asset-light businesses - In H2, the company will continue to prioritize high-quality delivery, fully commit to sustainable operations, and vigorously expand asset-light businesses[30] - Sustainable operations include accelerating sales collection, increasing asset disposal and activation, strengthening cash flow management, and comprehensively enhancing debt risk resolution capabilities[30] - Vigorously expand asset-light businesses, developing construction management, commercial management, asset management, elderly care apartments, property services, and exploring urban renewal and distressed asset disposal[31] Management Discussion and Analysis Financial Review Oceanwide Group's H1 2025 revenue declined by 53% to RMB 6.203 billion, resulting in a gross loss, but a significant one-time non-cash gain from offshore debt restructuring led to a net profit Revenue Composition (RMB million) | Revenue Composition (RMB million) | 2025 | 2024 | Change | | :--- | :--- | :--- | :--- | | Property Development | 3,296 | 10,300 | -68% | | Property Investment | 144 | 181 | -20% | | Property Management and Related Services | 1,348 | 1,361 | -1% | | Other Real Estate Related Businesses | 1,415 | 1,471 | -4% | | Total | 6,203 | 13,313 | -53% | - Gross loss was RMB 4.966 billion (H1 2024: gross profit RMB 297 million), with a gross loss margin of approximately 80%, mainly due to market adjustments and increased inventory impairment provisions[40] - The offshore debt restructuring gain of RMB 31.756 billion was a one-time non-cash gain, which was the primary reason for the profit attributable to owners of the company of RMB 10.202 billion for the period[42][48] - Net impairment losses under the expected credit loss model significantly increased to RMB 9.725 billion, mainly due to provisions for trade and other receivables[45] Financial Resources and Liquidity Oceanwide Group's total loans decreased significantly due to offshore debt restructuring, cash resources increased, and the current ratio improved, but the net gearing ratio remains high Loan Maturity (RMB million) | Loan Maturity (RMB million) | June 30, 2025 | Percentage | December 31, 2024 | Percentage | | :--- | :--- | :--- | :--- | :--- | | Due within 1 year | 41,676 | 62% | 65,935 | 67% | | Due in 1 to 2 years | 11,416 | 17% | 13,489 | 14% | | Due in 2 to 5 years | 5,489 | 8% | 13,285 | 13% | | Due in over 5 years | 8,416 | 13% | 5,664 | 6% | | Total | 66,997 | 100% | 98,373 | 100% | - Total cash resources increased to RMB 5.831 billion, and the current ratio was 0.93[50] - The net gearing ratio was approximately 743%, mainly due to the increase in total equity from offshore debt restructuring gains and a decrease in total loans[50] - As of June 30, 2025, the Group's total guarantees to banks for mortgage loans to property buyers, prior to completion of mortgage registration, amounted to RMB 11.711 billion[53] Significant Acquisitions and Disposals of Subsidiaries, Associates, and Joint Ventures Oceanwide Group disposed of a 23% equity interest in Beijing Shengyong Real Estate Investment Co., Ltd. for RMB 322 million in April 2025, retaining a 12% interest - On April 11, 2025, the company disposed of a 23% equity interest in its associate, Beijing Shengyong Real Estate Investment Co., Ltd., for a consideration of RMB 322,304,479.76[56] - Following the disposal, the target company remains an associate of the company and is accounted for using the equity method[56] Business Review The business review covers property development, investment properties, property management, and asset-light construction management, highlighting declines in development revenue and land bank, but growth in asset-light services - Property development revenue decreased by 68% year-on-year to RMB 3.296 billion, and saleable GFA delivered decreased by 55%[57] - Total contracted sales decreased by 27% year-on-year to RMB 13.370 billion, but the average selling price increased by 41% to RMB 18,900 per square meter[63] - Land reserve decreased to 27.232 million square meters, with no new land acquisitions in H1[71] - Investment property revenue decreased by 20% to RMB 144 million, but operations remained stable, and the asset-light strategy is actively pursued[82] - Oceanwide Services' total contracted GFA for property management services reached 121.6 million square meters, and its asset-light construction management business, "Oceanwide Construction Management," ranked in the TOP10 for new contract scale[86][87] Property Development Oceanwide Group's H1 2025 property development revenue and delivered area significantly decreased, while contracted sales also declined, but average selling price increased due to a focus on first and second-tier cities Property Development Key Data | Indicator | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | Property Development Revenue | 3.296 billion RMB | 10.300 billion RMB | -68% | | Saleable GFA Delivered | 340,000 square meters | 755,000 square meters | -55% | | Average Recognized Selling Price (excluding parking spaces) | 11,000 RMB/square meter | 15,000 RMB/square meter | -27% | Contracted Sales Key Data | Indicator | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | Total Contracted Sales | 13.370 billion RMB | 18.330 billion RMB | -27% | | Saleable GFA Sold | 849,000 square meters | 1,514,100 square meters | -44% | | Average Selling Price (excluding parking spaces) | 18,900 RMB/square meter | 13,400 RMB/square meter | +41% | Land Reserve Overview | Indicator | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Land Reserve | 27,232,000 square meters | 31,072,000 square meters | -12% | | Attributable Portion of Land Reserve | 14,592,000 square meters | 16,464,000 square meters | -11% | | Average Land Cost | 6,400 RMB/square meter | 6,200 RMB/square meter | +3% | - Total GFA completed and total saleable GFA completed decreased by 84% and 81% respectively in H1[71] Investment Properties Investment property revenue decreased by 20% in H1 2025, but operations remained stable, and the company continues to pursue an asset-light strategy for these assets Investment Property Revenue | Indicator | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | Investment Property Revenue | 144 million RMB | 181 million RMB | -20% | - As of June 30, 2025, the Group and its joint ventures and associates held over 23 operating investment properties, with a total leasable area of approximately 3.565 million square meters[82] - The investment property portfolio consists of 21% office buildings, 48% logistics projects, and 31% other properties (commercial, parking spaces, etc.)[82] Property Management and Related Services Oceanwide Services maintained stable operations in H1 2025 with a slight revenue decrease, managing a total contracted GFA of 121.6 million square meters across 87 cities Property Management and Related Services Revenue | Indicator | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | Property Management and Related Services Revenue | 1.348 billion RMB | 1.361 billion RMB | -1% | - As of June 30, 2025, Oceanwide Services' total contracted GFA for property management services reached 121.6 million square meters, and total GFA under management reached 93.5 million square meters[86] Asset-Light Construction Management Business Oceanwide Construction Management, the group's asset-light platform, provides comprehensive services across various property types and has entered the top tier of China's construction management firms by new contract scale - Oceanwide Construction Management provides full-process, full-chain services including consulting, product positioning, construction management, marketing, and quality delivery[87] - Oceanwide Construction Management ranked in the TOP10 for newly signed scale among Chinese real estate construction management enterprises in H1 2025, entering the industry's first tier[87] Other Information This section details principal risks, employee information, the auditor's disclaimer of conclusion due to going concern uncertainties, the completion of offshore debt restructuring, and ongoing onshore debt restructuring efforts - Principal risks include the performance of China's real estate market, economic conditions, changes in government policies, interest rate fluctuations, and exchange rate fluctuations[89][90][91] - As of June 30, 2025, total employees were 12,218, and employee compensation expenses decreased to RMB 1.156 billion[92] - The auditor issued a disclaimer of conclusion on the interim condensed consolidated financial statements, primarily due to multiple material uncertainties regarding going concern[93][133] - Offshore debt restructuring became effective on March 27, 2025, involving the release of approximately USD 6.315 billion in covered debt and distribution of consideration[96] - Oceanwide Holdings announced a comprehensive restructuring plan for onshore credit bonds on August 1, 2025, and related bonds were suspended from trading on August 15[98][99] - On July 16, 2025, the company and Oceanwide Services entered into a framework agreement for internal asset restructuring, returning 2,684 parking spaces and resulting in the Group's net acquisition of approximately 36.18% equity in the target assets[102] Principal Risks and Uncertainties Oceanwide Group faces significant risks from China's volatile real estate market, economic conditions, government policies, interest rate fluctuations, and foreign exchange rate changes - Business and prospects are primarily dependent on the performance of the real estate market in mainland China, which is affected by various factors including social, political, economic, legal environment changes, and government policies[89] - Certain loans have floating interest rates, with the weighted average interest rate increasing to 5.84% in H1 2025, exposing the company to interest rate fluctuation risk[90] - Approximately 15% of loans are denominated in USD and HKD, exposing the company to net currency risk from exchange rate fluctuations[91] Employees and Human Resources As of June 30, 2025, Oceanwide Group had 12,218 employees, a decrease from year-end 2024, primarily due to streamlining development and related business personnel Employee and Compensation Overview | Indicator | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Total Employees | 12,218 people | 12,586 people | -368 people | | Employee Compensation Expenses (RMB million) | 1,156 | 1,182 | -2.2% | - The decrease in employee numbers was mainly due to streamlining personnel in core development and related business segments[92] Other Information Regarding Auditor's Disclaimer of Conclusion on 2025 Interim Condensed Consolidated Financial Statements The auditor issued a disclaimer of conclusion on the H1 2025 interim financial statements due to multiple material uncertainties related to the group's ability to continue as a going concern - The auditor issued a disclaimer of conclusion on the 2025 interim condensed consolidated financial statements, primarily due to multiple uncertainties regarding going concern[93][133] - Significant uncertainties regarding going concern include: current liabilities exceeding current assets by approximately RMB 9.06 billion, outstanding loans of approximately RMB 14.03 billion, outstanding onshore bonds of approximately RMB 3.53 billion, and approximately RMB 11.97 billion in borrowings that may be subject to accelerated repayment[129] - The validity of the going concern assumption depends on the successful implementation of the onshore debt restructuring plan, renewal of existing borrowings, securing additional new financing, resolving litigations, maintaining relationships with key contractors and suppliers, accelerating sales collection, and implementing cost control measures[131] Completion of Overall Offshore Debt Management Oceanwide Group's offshore debt restructuring became effective on March 27, 2025, reducing leverage by approximately USD 4 billion and significantly improving the balance sheet structure - Offshore debt restructuring officially became effective on March 27, 2025[96] - The restructuring involved the release of approximately USD 6.315 billion in covered debt, with consideration distributed to creditors including USD 2.2 billion in new debt (new loans and new notes) and USD 4.115 billion in mandatory convertible bonds and/or new perpetual securities[96] - Following the successful implementation of offshore debt restructuring, the Group's leverage was reduced by approximately USD 4 billion, significantly improving the balance sheet structure and substantially alleviating offshore liquidity pressure[96] Information on Onshore Public Market Debt Oceanwide Holdings completed phased extensions for four onshore corporate bonds in H1 2025 and announced a comprehensive restructuring plan for onshore credit bonds on August 1, 2025 - Oceanwide Holdings completed phased extensions for four onshore corporate bonds in H1 2025[98] - Oceanwide Holdings announced a comprehensive restructuring plan for onshore credit bonds on August 1, 2025, offering various settlement options including cash repurchase, equity economic interest rights, and asset-for-debt swaps[98] - The seven outstanding corporate bonds of Oceanwide Holdings were suspended from trading on the Shanghai Stock Exchange starting August 15, 2025[99] Significant Events After June 30, 2025 A significant post-reporting period event was the internal asset restructuring with Oceanwide Services on July 16, 2025, involving the return of 2,684 parking spaces to the Group - On July 16, 2025, the company and Oceanwide Services entered into a framework agreement for internal asset restructuring, involving the return of 2,684 parking spaces to the Group[102] - The return will be conducted by revoking the original asset transfer, with the original transfer price of RMB 323.2 million to be settled through a long-term loan[102] - This transaction will result in the Group's net acquisition of approximately 36.18% equity in the target assets[102] Disclosure of Interests Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares, and Debentures This section discloses the interests and short positions of directors and the chief executive in the company's shares, underlying shares, and debentures as of June 30, 2025 Directors' Long Positions in Shares and Underlying Shares | Director Name | Capacity / Nature of Interest | Number of Shares Held | Percentage of Total Issued Share Capital of the Company (%) | | :--- | :--- | :--- | :--- | | Mr. Li Ming | Founder of a discretionary trust | 127,951,178 | 1.154% | | | Beneficiary of a trust | 14,914,200 | 0.135% | | | Beneficial owner | 65,445,000 | 0.590% | | Mr. Wang Honghui | Beneficial owner | 273,295 | 0.002% | | Mr. Cui Hongjie | Beneficial owner | 369,571 | 0.003% | | Mr. Han Xiaojing | Beneficial owner | 460,000 | 0.004% | Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares This section details the interests and short positions of substantial shareholders and other persons in the company's shares and underlying shares as of June 30, 2025 Substantial Shareholders' and Other Persons' Long Positions in Shares and Underlying Shares | Shareholder Name | Capacity / Nature of Interest | Number of Shares Held | Percentage of Total Issued Share Capital of the Company (%) | | :--- | :--- | :--- | :--- | | China Life Group | Interest in controlled corporation | 2,253,459,151 | 20.33% | | Dajia Insurance Group | Interest in controlled corporation | 2,252,646,115 | 20.32% | | HSBC Holdings plc | Interest in controlled corporation | 723,417,174 | 6.53% | | Walkers Fiduciary Limited | Interest in controlled corporation | 627,564,732 | 5.66% | Corporate Governance and Other Information Compliance with Corporate Governance Code Oceanwide Group adheres to good corporate governance practices and has complied with applicable code provisions, despite the combined roles of Chairman and CEO - The company has applied the principles of the Corporate Governance Code to its corporate governance framework and practices, and has complied with the applicable code provisions[113] - The roles of Chairman and Chief Executive Officer are combined, but the Board believes there is sufficient balance of power and enhanced efficiency in the company's daily operations[113] Review of Interim Financial Information The interim condensed consolidated financial statements for the six months ended June 30, 2025, have been reviewed by the auditor, BDO Limited - The interim condensed consolidated financial statements have been reviewed by the auditor, BDO Limited, and the review report is presented on pages 44 to 46 of the report[114] Audit Committee The Audit Committee, comprising independent non-executive and non-executive directors, has reviewed the group's accounting policies, audit matters, internal controls, risk management, and financial reporting - The Audit Committee consists of three independent non-executive directors and two non-executive directors, with the chairman possessing professional accounting qualifications[115] - The committee has reviewed the Group's accounting policies, significant audit matters, internal controls, risk management, and financial reporting[115] Interim Dividend The Board of Directors has resolved not to declare an interim dividend for the six months ended June 30, 2025 - The Board of Directors has resolved not to declare an interim dividend for the six months ended June 30, 2025[116] Securities Transactions by Directors and Relevant Employees The company has adopted a code of conduct and confirmed directors' compliance with the Model Code and its own code regarding securities transactions - The company has adopted a code of conduct and confirmed that all directors have complied with the Model Code and the code of conduct during the reporting period[117] Changes in Directors' Information This section outlines changes in directors' information from March 2025 to the reporting date, including re-appointments and changes in other public company directorships - Non-executive directors Mr. Zhang Zhongdang and Mr. Yu Zhiqiang renewed their advisory appointment letters[119] - Independent non-executive director Mr. Liu Jingwei's positions in other listed companies changed[119] Share Option Scheme of the Company The 2018 Share Option Scheme remains valid until August 5, 2028, with 17.4 million shares available for grant, representing approximately 0.15% of total issued share capital 2018 Share Option Scheme Overview | Participant Category | Date of Grant | Exercise Period | Exercise Price (HKD) | Unexercised as of Jan 1, 2025 (shares) | Lapsed during the period (shares) | Unexercised as of June 30, 2025 (shares) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Director: Mr. Han Xiaojing | March 25, 2020 | March 25, 2021 to March 24, 2025 | 2.106 | 600,000 | (600,000) | – | - The number of share options available for grant under the 2018 Share Option Scheme is 17.4 million shares, representing approximately 0.15% of the total issued share capital[118] Purchase, Sale or Redemption of the Company's Listed Securities Neither the company nor its subsidiaries purchased, sold, or redeemed any of its listed securities during the review period, and no treasury shares were held as of June 30, 2025 - During the review period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[121] - As of June 30, 2025, the company did not hold any treasury shares[121] Mandatory Convertible Bonds Oceanwide Group issued USD 2.927 billion in zero-coupon mandatory convertible bonds on March 27, 2025, as part of its offshore debt restructuring, with USD 1.233 billion already converted into shares - The company issued USD 2,927,460,067 in aggregate principal amount of Series A, B, C, and D zero-coupon mandatory convertible bonds on March 27, 2025[122] - As of June 30, 2025, USD 1,232,968,399 of mandatory convertible bonds had been converted, resulting in the issue and allotment of 3,468,531,088 shares[123] - As of June 30, 2025, the aggregate principal amount of mandatory convertible bonds not yet converted was USD 1,694,491,668, which, if fully converted, would result in the issue of up to 3,066,508,812 shares, representing approximately 27.66% of the total issued shares[125] - Full conversion of mandatory convertible bonds will have a dilutive effect on major shareholders' holdings; for example, China Life Group's stake will decrease from 20.33% to 15.92%[125] Disclosure Pursuant to Rule 13.22 of the Listing Rules As of June 30, 2025, the total financial assistance provided by the Group to affiliated companies exceeded 8% of the asset ratio defined by Listing Rule 14.07(1) - As of June 30, 2025, the total financial assistance provided by the Group to affiliated companies exceeded 8% of the asset ratio as defined by Listing Rule 14.07(1)[127] Pro Forma Consolidated Statement of Financial Position of Affiliated Companies (RMB million) | Pro Forma Consolidated Statement of Financial Position of Affiliated Companies (RMB million) | June 30, 2025 | | :--- | :--- | | Non-current Assets | 27,155 | | Current Assets | 71,280 | | Current Liabilities | (58,316) | | Non-current Liabilities | (34,340) | | Net Assets | 5,779 | Review Report on Interim Condensed Consolidated Financial Statements Basis for Disclaimer of Conclusion The auditor, BDO Limited, issued a disclaimer of conclusion on Oceanwide Group's H1 2025 interim condensed consolidated financial statements due to multiple material uncertainties regarding going concern - The auditor issued a disclaimer of conclusion on the interim condensed consolidated financial statements[133] - The basis for the disclaimer of conclusion is the existence of multiple material uncertainties regarding going concern[129][131] - As of June 30, 2025, the Group's current liabilities exceeded current assets by approximately RMB 9.06 billion, total loans were approximately RMB 67.0 billion, of which current loans were approximately RMB 41.68 billion, while cash and cash equivalents were approximately RMB 2.0 billion[129] - The Group has outstanding loans with an aggregate principal amount of approximately RMB 14.03 billion and outstanding onshore bonds of approximately RMB 3.53 billion, and approximately RMB 11.97 billion in borrowings may be subject to accelerated repayment[129] - The onshore debt restructuring plan is still ongoing, and its successful implementation is uncertain[130][131] Interim Condensed Consolidated Financial Statements Interim Condensed Consolidated Statement of Profit or Loss Oceanwide Group reported a profit of RMB 9.056 billion for H1 2025, primarily driven by a RMB 31.756 billion gain from offshore debt restructuring, despite a 53% revenue decline and gross loss Interim Condensed Consolidated Statement of Profit or Loss (RMB thousand) | Indicator (RMB thousand) | H1 2025 | H1 2024 (Restated) | | :--- | :--- | :--- | | Revenue | 6,203,069 | 13,313,451 | | Gross Loss / (Profit) | (4,966,164) | 296,808 | | Offshore Debt Restructuring Gain | 31,756,397 | – | | Profit / (Loss) for the Period | 9,056,157 | (5,390,396) | | Profit / (Loss) Attributable to Owners of the Company | 10,202,141 | (5,381,705) | Interim Condensed Consolidated Statement of Comprehensive Income Oceanwide Group's total comprehensive income for H1 2025 was RMB 9.551 billion, with RMB 10.707 billion attributable to owners, positively impacted by foreign exchange differences Interim Condensed Consolidated Statement of Comprehensive Income (RMB thousand) | Indicator (RMB thousand) | H1 2025 | H1 2024 (Restated) | | :--- | :--- | :--- | | Profit / (Loss) for the Period | 9,056,157 | (5,390,396) | | Exchange Differences | 496,686 | (133,173) | | Total Comprehensive Income / (Loss) for the Period | 9,551,310 | (5,880,805) | | Total Comprehensive Income / (Loss) Attributable to Owners of the Company | 10,706,576 | (5,900,271) | Interim Condensed Consolidated Statement of Financial Position As of June 30, 2025, Oceanwide Group's total assets decreased by 9% to RMB 165.24 billion, while equity attributable to owners turned positive to RMB 4.117 billion Interim Condensed Consolidated Statement of Financial Position (RMB thousand) | Indicator (RMB thousand) | June 30, 2025 | December 31, 2024 (Restated) | | :--- | :--- | :--- | | Total Non-current Assets | 45,451,226 | 50,234,407 | | Total Current Assets | 119,788,889 | 131,170,739 | | Total Current Liabilities | 128,849,857 | 148,357,977 | | Total Non-current Liabilities | 28,163,471 | 35,509,326 | | Equity Attributable to Owners of the Company | 4,117,119 | (12,659,291) | | Total Equity | 8,226,787 | (2,462,157) | Interim Condensed Consolidated Statement of Changes in Equity Equity attributable to owners shifted from a negative RMB 12.659 billion to a positive RMB 4.117 billion as of June 30, 2025, mainly due to H1 profit, currency exchange differences, and perpetual securities issued post-offshore debt restructuring Interim Condensed Consolidated Statement of Changes in Equity (RMB thousand) | Indicator (RMB thousand) | January 1, 2025 (Restated) | June 30, 2025 | | :--- | :--- | :--- | | Total Equity Attributable to Owners of the Company | (12,659,291) | 4,117,119 | | Profit for the Period | 10,202,141 | 10,202,141 | | Currency Translation Differences | 505,968 | 505,968 | | Perpetual Securities Issued After Offshore Debt Restructuring | – | 1,038,891 | | Permanent Subordinated Guaranteed Capital Instruments Derecognized After Offshore Debt Restructuring | – | 4,440,418 | Interim Condensed Consolidated Statement of Cash Flows Oceanwide Group generated net cash from operating activities of RMB 1.599 billion and from investing activities of RMB 920 million in H1 2025, while net cash used in financing activities was RMB 2.427 billion Interim Condensed Consolidated Statement of Cash Flows (RMB thousand) | Indicator (RMB thousand) | H1 2025 | H1 2024 (Restated) | | :--- | :--- | :--- | | Net Cash From Operating Activities | 1,599,738 | 170,500 | | Net Cash From Investing Activities | 920,003 | 291,646 | | Net Cash Used In Financing Activities | (2,426,929) | (744,587) | | Cash and Cash Equivalents at End of Period | 1,996,240 | 1,708,972 | Notes to the Interim Condensed Consolidated Financial Statements General Information Oceanwide Group Holdings Limited and its subsidiaries primarily engage in investment holding, property development, and property investment in China, with its shares listed on the Hong Kong Stock Exchange - The Group's principal activities are investment holding, property development, and property investment in China[142] - The company's shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited[142] Basis of Preparation and Prior Period Adjustments The interim condensed consolidated financial statements are prepared in accordance with HKAS 34 and Listing Rules, with the auditor issuing a disclaimer of opinion on the 2024 annual financial statements due to going concern uncertainties - The interim condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 and the Listing Rules[143] - The auditor's report on the annual financial statements for the year ended December 31, 2024, contained a disclaimer of opinion[144] - Multiple material uncertainties exist regarding going concern, including current liabilities exceeding current assets by approximately RMB 9.06 billion, outstanding loans of approximately RMB 14.03 billion, outstanding onshore bonds of approximately RMB 3.53 billion, and approximately RMB 11.97 billion in borrowings that may be subject to accelerated repayment[129][145] - Management has formulated plans and measures, including actively negotiating onshore bond repayment arrangements, the effectiveness of offshore debt restructuring, discussing renewal of borrowings with existing lenders, seeking new financing sources (e.g., asset disposals), resolving litigations, maintaining relationships with key contractors and suppliers, accelerating sales collection, and controlling administrative costs[148][151] - Perpetual bonds issued in 2019 (including principal of RMB 2.359 billion and interest of RMB 320 million, totaling RMB 2.679 billion) have been reclassified from non-controlling interests to borrowings, resulting in a reduction in total equity at the beginning and end of 2024[152][153][154] Accounting Policies The accounting policies applied are consistent with the 2024 annual financial statements, with minor amendments to HKAS 21 and HKFRS 1 adopted, which are not expected to have a significant impact - The accounting policies applied are consistent with those adopted in the annual financial statements for the year ended December 31, 2024, with only amendments to HKAS 21 and HKFRS 1 adopted[156] Estimates The preparation of interim condensed consolidated financial statements requires management judgments, estimates, and assumptions that affect reported amounts, and actual results may differ from these estimates - The preparation of financial statements requires management to make judgments, estimates, and assumptions, and actual results may differ from these estimates[159] Financial Risk Management and Financial Instruments The Group is exposed to market risks (foreign exchange, interest rate), credit risk, and liquidity risk, with detailed disclosures on non-derivative financial liabilities' contractual undiscounted cash flows and fair value measurements - The Group is exposed to market risks (foreign exchange risk, fair value interest rate risk, and cash flow interest rate risk), credit risk, and liquidity risk[160] Non-Derivative Financial Liabilities Maturity (RMB thousand) | Non-Derivative Financial Liabilities (RMB thousand) | Less than 1 year | 1 to 2 years | 2 to 5 years | Over 5 years | Total | | :--- | :--- | :--- | :--- | :--- | :--- | | Loans (June 30, 2025) | 46,031,463 | 13,529,339 | 7,554,944 | 13,910,771 | 81,026,517 | | Loans (December 31, 2024) | 70,306,885 | 14,673,401 | 14,308,218 | 6,577,802 | 105,866,306 | - Fair value valuation of Level 3 financial instruments uses discounted cash flow, comparable transaction methods, and option pricing models, with key assumptions including future growth rates, discount rates, and recent market transactions[169] - The relationship between unobservable input data and fair value is: higher discount rate leads to lower fair value; higher expected volatility leads to lower fair value[213] Segment Information Management segments the business into property development (by geography), property investment, property management, and other businesses, with significant operating losses across segments in H1 2025 - Operating segments include property development (Beijing, Bohai Rim, East China, South China, Central China, West China regions), property investment, property management, and all other segments[171] Segment Revenue (RMB thousand) | Segment Revenue (RMB thousand) | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Property Development (Total) | 3,295,820 | 10,299,804 | | Property Investment | 143,540 | 181,307 | | Property Management | 1,347,545 | 1,361,476 | | Other Segments | 1,416,270 | 1,470,764 | | Total | 6,203,069 | 13,313,451 | Segment Operating Profit / (Loss) (RMB thousand) | Segment Operating Profit / (Loss) (RMB thousand) | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Property Development (Total) | (6,829,415) | (419,992) | | Property Investment | 121,340 | 101,690 | | Property Management | (44,779) | 56,415 | | Other Segments | (8,425,358) | (255,523) | | Total | (15,169,221) | (530,420) | Property, Plant and Equipment and Land Use Rights As of June 30, 2025, the net book value of property, plant and equipment was RMB 2.855 billion and land use rights was RMB 107.48 million, with significant impairment provisions made during the period Property, Plant and Equipment and Land Use Rights Net Book Value (RMB thousand) | Indicator (RMB thousand) | Property, Plant and Equipment | Land Use Rights | | :--- | :--- | :--- | | Net Book Value as of Jan 1, 2025 | 3,324,732 | 179,062 | | Net Book Value as of June 30, 2025 | 2,855,021 | 107,484 | | Impairment Provision (H1 2025) | (324,594) | – | - As of June 30, 2025, approximately RMB 2.105 billion of property, plant and equipment and approximately RMB 52.211 million of land use rights were pledged as collateral for loans[177][178] Intangible Assets As of June 30, 2025, the net book value of intangible assets was RMB 278.37 million, with additions of RMB 652 thousand and amortization of RMB 31.949 million during the period Intangible Assets Net Book Value (RMB thousand) | Indicator (RMB thousand) | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Net Book Value at Beginning of Period | 309,670 | 400,164 | | Additions | 652 | – | | Amortization | (31,949) | (21,315) | | Net Book Value at End of Period | 278,373 | 378,849 | Investment Properties As of June 30, 2025, investment properties had a net book value of RMB 13.279 billion, with additions and transfers, but also fair value losses recognized in profit or loss Investment Properties Net Book Value (RMB thousand) | Indicator (RMB thousand) | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Net Book Value at Beginning of Period | 13,204,011 | 15,857,341 | | Additions | 107,910 | 139 | | Fair Value Changes Recognized in Profit or Loss | (643,676) | (292,770) | | Net Book Value at End of Period | 13,279,388 | 13,521,123 | - As of June 30, 2025, approximately RMB 12.843 billion of investment properties were pledged as collateral for loans[183] - The valuation technique for completed properties in Ganzhou changed from income capitalization method to cost method due to market environment changes[183] Interests in Joint Ventures As of June 30, 2025, interests in joint ventures had a net book value of RMB 11.900 billion, impacted by dividend payments and a share of losses from joint ventures Changes in Interests in Joint Ventures (RMB thousand) | Indicator (RMB thousand) | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Beginning of Period | 13,315,357 | 18,679,921 | | Dividends | (536,600) | – | | Share of Results and Other Comprehensive Income of Joint Ventures | (1,204,584) | (936,629) | | End of Period | 11,900,313 | 14,042,011 | - As of June 30, 2025, approximately RMB 6.837 billion of interests in joint ventures were pledged as collateral for loans[184] Interests in Associates As of June 30, 2025, interests in associates had a net book value of RMB 2.754 billion, affected by capital contributions, dividends, disposals, and a share of losses from associates Changes in Interests in Associates (RMB thousand) | Indicator (RMB thousand) | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Beginning of Period | 3,951,093 | 3,915,886 | | Disposals | (409,782) | – | | Share of Results and Other Comprehensive Income of Associates | (349,107) | (235,946) | | End of Period | 2,754,129 | 3,693,972 | - As of June 30, 2025, approximately RMB 1.097 billion of interests in associates were pledged as collateral for loans[186] Financial Assets at Fair Value Through Other Comprehensive Income As of June 30, 2025, total financial assets at fair value through other comprehensive income were RMB 478.459 million, primarily comprising unlisted and listed securities Financial Assets at Fair Value Through Other Comprehensive Income (RMB thousand) | Indicator (RMB thousand) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Listed Securities | 51,059 | 26,329 | | Unlisted Securities | 427,400 | 667,568 | | Total | 478,459 | 693,897 | - As of June 30, 2025, approximately RMB 97.934 million of these financial assets were pledged as collateral for borrowings[187] Financial Assets at Fair Value Through Profit or Loss As of June 30, 2025, total financial assets at fair value through profit or loss were RMB 2.699 billion, mainly consisting of fund and bond investments and derivative financial instruments Financial Assets at Fair Value Through Profit or Loss (RMB thousand) | Indicator (RMB thousand) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Fund and Bond Investments | 2,464,569 | 3,118,436 | | Derivative Financial Instruments | 176,994 | 268,995 | | Total | 2,698,937 | 3,716,194 | - As of June 30, 2025, approximately RMB 1.279 billion of these financial assets were pledged as collateral for loans[189] Trade and Other Receivables and Prepayments As of June 30, 2025, total trade and other receivables and prepayments were RMB 59.475 billion, with significant impairment provisions for trade and other receivables Total Trade and Other Receivables and Prepayments (RMB thousand) | Indicator (RMB thousand) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Trade Receivables | 4,136,805 | 4,443,710 | | Other Receivables and Prepayments | 55,337,976 | 60,056,862 | | Total | 59,474,781 | 64,500,572 | - Impairment provision for trade receivables was RMB 1.378 billion, and for other receivables was RMB 21.831 billion[192][201] - As of June 30, 2025, approximately RMB 316 million of trade receivables, RMB 671 million of entrusted loans to third parties, RMB 2.628 billion of amounts due from third parties, RMB 2.959 billion of amounts due from joint ventures, and RMB 1.243 billion of amounts due from associates were pledged as collateral for loans[193][196][197] Share Capital As of June 30, 2025, the company's total issued ordinary shares were 11,084,626,745, with share capital increasing by RMB 665 million due to the conversion of mandatory convertible bonds Share Capital Overview (RMB thousand) | Indicator | January 1, 2025 | June 30, 2025 | | :--- | :--- | :--- | | Number of Ordinary Shares | 7,616,095,657 | 11,084,626,745 | | Share Capital (RMB thousand) | 27,329,232 | 27,994,122 | | Shares Issued Upon Conversion of Mandatory Convertible Bonds (shares) | – | 3,468,531,088 | Equity Securities The perpetual subordinated guaranteed capital securities issued in 2017 were derecognized due to offshore debt restructuring, and new perpetual securities of approximately USD 1.21 billion were issued on March 27, 2025 - The perpetual subordinated guaranteed capital securities issued in 2017 by Oceanwide Real Estate Bao Cai III Limited were derecognized on March 27, 2025, due to offshore debt restructuring[204] - To facilitate offshore debt restructuring, the company issued new perpetual securities with an initial principal amount of approximately USD 1.21 billion on the same date[204] Loans As of June 30, 2025, total loans decreased significantly to RMB 66.997 billion due to offshore debt restructuring, which involved derecognizing existing debt and recognizing new debt instruments at fair value Total Loans (RMB thousand) | Indicator (RMB thousand) | June 30, 2025 | December 31, 2024 (Restated) | | :--- | :--- | :--- | | Non-current Loans | 25,321,163 | 32,437,489 | | Current Loans | 41,675,694 | 65,935,047 | | Total Loans | 66,996,857 | 98,372,536 | - Offshore debt restructuring resulted in the derecognition of approximately USD 6.38 billion of existing debt and the recognition of new debt instruments at fair value, generating an offshore debt restructuring gain of RMB 31.76 billion[206][209][212] - As of June 30, 2025, approximately RMB 24.730 billion of bank borrowings, RMB 4.191 billion of trust company loans, RMB 4.109 billion of asset-backed securities, RMB 662 million of non-controlling interest loans, RMB 2.637 billion of loans from associates and joint ventures, and RMB 4.120 billion of loans from third parties were pledged[214][215] Trade and Other Payables As of June 30, 2025, total trade and other payables were RMB 47.252 billion, with trade payables at RMB 11.578 billion and significant amounts owed to joint ventures Trade and Other Payables (RMB thousand) | Indicator (RMB thousand) | June 30, 2025 | December 31, 2024 (Restated) | | :--- | :--- | :--- | | Trade Payables | 11,578,474 | 13,340,695 | | Amounts Due to Joint Ventures | 8,596,449 | 7,950,594 | | Amounts Due to Associates | 715,047 | 1,009,299 | | Total | 47,252,194 | 50,923,231 | - Among trade payables, amounts overdue for more than 3 years totaled RMB 3.875 billion[217] Derivative Financial Instruments As of June 30, 2025, derivative financial liabilities amounted to RMB 570.788 million, primarily representing the derivative component of mandatory convertible bonds issued in the offshore debt restructuring Derivative Financial Instruments (RMB thousand) | Indicator (RMB thousand) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Derivative Component of Mandatory Convertible Bonds | 570,788 | – | - The derivative component of mandatory convertible bonds was recognized on the effective date of the offshore debt restructuring[218] Provisions As of June 30, 2025, total provisions were RMB 9.490 billion, mainly comprising litigation provisions and financial guarantee provisions for related parties and third parties, with a significant increase in the latter Total Provisions (RMB thousand) | Indicator (RMB thousand) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Litigation Provisions | 1,008,701 | 1,252,282 | | Financial Guarantee Provisions for Related Parties and Third Parties | 8,481,045 | 3,776,047 | | Total | 9,489,746 | 5,028,329 | - Financial guarantee provisions for related parties and third parties increased by RMB 4.705 billion during the period[219] - Multiple parties have filed lawsuits against the Group for unpaid loans, outstanding construction, and daily operating payables, with litigation provisions of approximately RMB 1.01 billion recognized[220] Other Losses — Net In H1 2025, net other losses amounted to RMB 3.326 billion, primarily due to fair value changes in financial assets/liabilities, exchange losses, litigation provisions, and impairment losses on property, plant and equipment and goodwill Other Losses Net (RMB thousand) | Indicator (RMB thousand) | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Fair Value Changes of Financial Assets and Liabilities at Fair Value Through Profit or Loss | (1,422,241) | (238,463) | | Exchange Losses | (363,368) | (56,491) | | Litigation Provisions | (422,183) | – | | Impairment Losses on Property, Plant and