明发集团(00846) - 2025 - 中期财报

Company Information This section provides essential corporate details, including board composition, contact information, and professional advisors Board of Directors and Committees The company's board comprises executive, non-executive, and independent non-executive directors, supported by audit, nomination, remuneration, and risk management committees to ensure robust corporate governance - The Board of Directors includes Mr. Wu Wen-Feng, Ms. Shang Xuan (Executive Directors), Dr. Lam Ka-Lai (Non-executive Director and Chairman), and Mr. Liu Jian-Han, Mr. Zhu Jian-Hong, Mr. Chen Cheng-Li (Independent Non-executive Directors)[6] - The Nomination Committee appointed Ms. Shang Xuan effective June 24, 2025, while Mr. Liu Jian-Han resigned[6] Company Contact and Professional Advisors This section provides key contact information, registered office, principal place of business, share registrar, principal bankers, legal advisors, and auditors, offering comprehensive company background - The Company Secretary is Mr. Poon Wing-Chun (FCCA), and authorized representatives are Mr. Wu Wen-Feng and Mr. Poon Wing-Chun[6] - The company's stock code on the Main Board of The Stock Exchange of Hong Kong Limited is 846[7] - The auditor is BDO Limited, Hong Kong[8] Financial Highlights For the six months ended June 30, 2025, the Group's revenue decreased by 28.6% to RMB 2.7257 billion, shifting from profit to loss, with a loss attributable to equity holders of approximately RMB 273.1 million and basic and diluted loss per share of RMB 4.5 cents Financial Highlights for the Six Months Ended June 30, 2025 | Indicator | 2025 (Unaudited) | 2024 (Unaudited) | Change Percentage | | :--- | :--- | :--- | :--- | | Revenue (RMB million) | 2,725.7 | 3,815.4 | (28.6)% | | Loss/(Profit) attributable to equity holders of the Company (RMB million) | (273.1) | 6.7 | (4,196.8)% | | Basic and diluted (loss)/earnings per share (RMB cents) | (4.5) | 0.1 | (4,600.0)% | Management Discussion and Analysis This section provides an in-depth review of the Group's operational performance, industry trends, business segments, and financial position for the reporting period Results The Group's consolidated revenue for the six months ended June 30, 2025, decreased by 28.6% year-on-year, resulting in a loss attributable to equity holders of approximately RMB 273.1 million, a significant decline from the prior period - For the six months ended June 30, 2025, the Group's unaudited consolidated revenue decreased by approximately 28.6% to approximately RMB 2.7257 billion (2024: approximately RMB 3.8154 billion)[11] - The unaudited consolidated loss attributable to equity holders of the Company was approximately RMB 273.1 million (2024: approximately RMB 6.7 million), a decrease of approximately 4.2 times compared to the same period in 2024[11] - The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025 (2024: nil)[12] Industry Review China's residential property market showed initial recovery in H1 2025, with a 5% year-on-year price drop, but a 30% increase in new home sales driven by lower mortgage rates and government incentives, and a 5% rise in rental yields - China's residential property market showed initial signs of recovery in the first half of 2025, with property prices falling by approximately 5% year-on-year[13] - New home sales volume increased by 30%, driven by lower mortgage rates and government incentive measures[13] - Rental yields increased by 5%, attracting investors, with policy support and stable interest rates helping to restore market confidence[13] Business Review The Group's business review indicates significant declines in both revenue and gross profit, primarily due to reduced gross floor area delivered and a lower gross profit margin, alongside increased fair value losses on investment properties Sales and Profitability For the six months ended June 30, 2025, the Group's revenue decreased by 28.6% to RMB 2.7257 billion, and gross profit decreased by 47.3% to RMB 642.2 million, mainly due to reduced gross floor area delivered and a gross profit margin decline from 31.9% to 23.6% Key Sales and Profitability Data | Indicator | June 30, 2025 (RMB million) | June 30, 2024 (RMB million) | Change Percentage | | :--- | :--- | :--- | :--- | | Consolidated Revenue | 2,725.7 | 3,815.4 | (28.6)% | | Consolidated Gross Profit | 642.2 | 1,219.0 | (47.3)% | | Gross Profit Margin | 23.6% | 31.9% | -8.3 percentage points | | Fair Value Loss on Investment Properties | 396.6 | 259.1 | 53.1% | | Net Other Income | 149.2 | (39.3) | Increase | | Selling and Marketing Costs | 199.2 | 226.6 | (12.1)% | | General and Administrative Expenses | 254.0 | 308.5 | (17.7)% | | Interest Expense on Borrowings | 43.7 | 58.9 | (25.8)% | | Average Selling Price per Square Meter (RMB) | 5,493.6 | 6,146.1 | (10.6)% | - The decrease in revenue was primarily due to a reduction in the total gross floor area delivered from 551,939.1 square meters to 418,551.9 square meters[15] - The increase in net other income was mainly due to higher gains from the disposal of investment properties[16] Contracted Sales For the six months ended June 30, 2025, the Group's contracted sales decreased by 17.1% year-on-year to approximately RMB 1.423 billion, with the average contracted selling price falling by 2.5% to RMB 6,223.0 per square meter Key Contracted Sales Data | Indicator | June 30, 2025 (RMB million) | June 30, 2024 (RMB million) | Change Percentage | | :--- | :--- | :--- | :--- | | Contracted Sales Value | 1,423.0 | 1,718.8 | (17.1)% | | Average Contracted Selling Price (RMB per square meter) | 6,223.0 | 6,385.0 | (2.5)% | Pre-sold Properties As of June 30, 2025, the Group's total gross floor area of pre-sold but undelivered properties was 652,928 square meters, a decrease from 823,507 square meters as of December 31, 2024 Total Gross Floor Area of Pre-sold Properties | Date | Total Pre-sold Gross Floor Area (square meters) | | :--- | :--- | | June 30, 2025 | 652,928 | | December 31, 2024 | 823,507 | - Pre-sold properties are primarily located in cities such as Shenyang, Changsha, Jinzhai, Zhangzhou, Wujiang, Quanzhou, Nanjing, Hefei, Nan'an, and Xiamen[20] Land Bank Summary As of June 30, 2025, the Group's attributable land bank decreased by 7.4% to approximately 15.1 million square meters, with a total of 124 projects, predominantly under development Land Bank Summary | Indicator | June 30, 2025 | December 31, 2024 | Change Percentage | | :--- | :--- | :--- | :--- | | Total Land Bank Gross Floor Area (million square meters) | 15.1 | 16.3 | (7.4)% | | Number of Projects | 124 | 129 | Decrease by 5 projects | | Completed Projects (million square meters) | 3.4 | - | - | | Projects Under Development (million square meters) | 10.0 | - | - | | Projects for Future Development (million square meters) | 1.7 | - | - | - By province, Jiangsu and Fujian account for the largest portions of the land bank, at 35.3% and 12.6% respectively[23] Land Bank Details The Group's land bank includes completed properties, properties under development, and properties with land use rights certificates or signed contracts for future development, totaling approximately 3.39 million, 10.03 million, and 1.75 million square meters respectively Land Bank Details (by Status) | Status | Group's Attributable Gross Floor Area (square meters) | | :--- | :--- | | Completed Properties | 3,390,475 | | Properties Under Development | 10,025,683 | | Properties with Land Use Rights Certificates for Future Development | 1,309,862 | | Properties with Signed Land Use Rights Contracts for Future Development | 439,877 | | Total | 15,165,897 | - Construction progress for properties under development ranges from 20% to 90%, with most expected completion dates in December 2026[32][34][37][40] Summary of Investment Properties Held by the Group The Group holds a substantial portfolio of investment properties across various Chinese cities, including Beijing, Changsha, Hefei, Nanjing, and Xiamen, encompassing residential, commercial, hotel, and industrial types, with lease terms ranging from 3 to 20 years - The Group's total gross floor area of investment properties held is approximately 1.47 million square meters[50] - Key investment properties include Beijing Mingfa Plaza, Changsha Mingfa Commercial Plaza, Hefei Mingfa Commercial Plaza, Nanjing Mingfa Commercial Plaza, Wuxi Mingfa Commercial Plaza, and Xiamen Mingfa Commercial Plaza[47][49] - The equity interest percentage for most properties is 100%, with Pingliang Mingfa European City at 60%[47] Prospects and Outlook The Group will continue to apply prudent financial principles, actively monitor macroeconomic trends and policy changes, and focus its property development business on the Yangtze River Delta region, particularly Nanjing, Jiangsu Province, and certain cities in Anhui Province - The Group will continue to apply prudent financial principles, actively monitoring macroeconomic trends, regulatory policy changes, and market demand fluctuations[51] - Property development business remains focused on the Yangtze River Delta region, with particular attention to Nanjing, Jiangsu Province, and certain cities in Anhui Province[51] - Approximately 57.5% of the Group's land bank is concentrated in Jiangsu and Anhui provinces[51] Financial Review and Analysis The Group's revenue decreased by 28.6% year-on-year, primarily due to a decline in the property development segment. Cash and cash equivalents decreased, while the total liabilities to total assets ratio and gearing ratio both slightly increased Analysis of Revenue by Segment For the six months ended June 30, 2025, the property development segment accounted for 84.4% of the Group's total revenue but decreased by 32.2% year-on-year, while property investment and management and hotel segments saw slight increases of 1.5% and 1.0% respectively Analysis of Revenue by Segment (RMB million) | Segment | June 30, 2025 | June 30, 2024 | Change Percentage | | :--- | :--- | :--- | :--- | | Property Development | 2,299.3 | 3,392.3 | (32.2)% | | Property Investment and Management | 271.2 | 267.2 | 1.5% | | Hotel | 141.9 | 140.5 | 1.0% | | Others | 13.3 | 15.4 | (13.6)% | | Total | 2,725.7 | 3,815.4 | (28.6)% | - The decrease in property development revenue was primarily due to a reduction in the total gross floor area delivered to buyers[54] Capital Structure As of June 30, 2025, the Group's total cash and cash equivalents were approximately RMB 779.0 million, a decrease from RMB 1.1707 billion as of December 31, 2024, with total bank loans and other borrowings amounting to approximately RMB 2.1427 billion Key Capital Structure Data (RMB million) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total Cash and Cash Equivalents | 779.0 | 1,170.7 | | Restricted Cash | 2.7 | 5.3 | | Bank Loans and Other Borrowings Repayable Within One Year | 292.9 | 276.0 | | Bank Loans and Other Borrowings Repayable After One Year | 1,849.8 | 1,834.7 | | Total Bank Loans and Other Borrowings | 2,142.7 | 2,110.7 | - The Group's cash and cash equivalents are primarily denominated in RMB[56] Financial Ratios As of June 30, 2025, the Group's gross profit margin, operating profit margin, and net profit margin all significantly declined, turning into losses. Both the total liabilities to total assets ratio and gearing ratio increased, indicating higher financial leverage Key Financial Ratios | Indicator | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Gross Profit Margin | 23.6% | 31.9% | | Operating (Loss)/Profit Margin | (5.0)% | 10.1% | | Net (Loss)/Profit Margin | (9.4)% | 0.9% | | Current Ratio | 1.1 | 1.1 | | Total Liabilities to Total Assets Ratio | 72.3% | 72.1% | | Bank Loans and Other Borrowings to Shareholders' Equity Ratio | 13.9% | 12.2% | | Non-current Bank Loans and Other Borrowings to Total Assets Ratio | 3.1% | 2.8% | | Gearing Ratio* | 7.6% | 4.6% | - Gearing ratio is defined as net debt (calculated as total borrowings less cash and cash equivalents and restricted cash) divided by the sum of shareholders' equity and net debt[57] Corporate Governance and Other Information This section details the Group's corporate governance practices, asset pledges, capital commitments, contingent liabilities, risk management, and human resources Pledge of Assets As of June 30, 2025, approximately RMB 3.6756 billion of the Group's assets were pledged as collateral for bank financing, primarily including investment properties, land leasehold interests, completed properties held for sale, and properties under development Net Value of Pledged Assets (RMB million) | Asset Type | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Investment Properties | 2,042.0 | 2,168.0 | | Land Leasehold Interests | 247.9 | 132.8 | | Completed Properties Held for Sale | 1,117.6 | 1,081.2 | | Properties Under Development | 268.1 | 371.7 | | Total | 3,675.6 | 3,753.7 | Capital Commitments As of June 30, 2025, the Group's contracted capital commitments amounted to approximately RMB 17.5577 billion, primarily for property development, expected to be funded by internal resources Capital Commitments (RMB million) | Category | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Contracted Capital Commitments | 17,557.7 | 19,138.4 | | Primary Use | Property Development | Property Development | Guarantees and Contingent Liabilities As of June 30, 2025, the Group's contingent liabilities totaled approximately RMB 4.4856 billion, mainly comprising guarantees for mortgage loans to property buyers, which will be released upon transfer of property ownership Contingent Liabilities (RMB million) | Category | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Guarantees for Property Buyers' Mortgage Loans | 4,485.6 | 5,116.4 | | Total | 4,485.6 | 5,116.4 | - These guarantees will be released upon the Group's completion of property ownership transfer to the buyers[61] Foreign Exchange Risk The Group's bank deposits are primarily denominated in RMB (99.3%), with minor portions in HKD and USD, while all bank loans and other borrowings are RMB-denominated. The Group does not use hedging instruments and converts foreign currencies to RMB as needed to mitigate risk Currency Composition of Bank Deposits (June 30, 2025) | Currency | Percentage | | :--- | :--- | | RMB | 99.3% | | HKD | 0.3% | | USD | 0.4% | - All of the Group's bank loans and other borrowings are denominated in RMB[62] - The Group did not use any foreign exchange hedging instruments for the six months ended June 30, 2025[63] Interest Rate Risk Most of the Group's bank borrowings are floating-rate and RMB-denominated, meaning any upward fluctuation in interest rates will increase interest costs. The Group currently does not use derivative instruments to hedge interest rate risk - Most of the Group's bank borrowings are floating-rate and denominated in RMB[64] - Any upward fluctuation in interest rates will increase the Group's interest costs[64] - The Group currently does not use any derivative instruments to hedge its interest rate risk[64] Financing and Treasury Policies The Group funds its operations, construction, capital expenditures, land bank expansion, and debt repayment through cash flows from operating activities and bank loans to ensure continuous business development - The Group uses cash flows generated from operating activities and bank loans to fund its operations, construction, and capital expenditures[65] - Fund utilization includes increasing land bank, repaying debt, and ensuring the Group's continuous business development[65] Credit Policy The Group has established policies to ensure property sales to financially capable buyers and extends credit to major tenants, with monitoring procedures for overdue debts and close oversight of property development deposits and advances - The Group has established policies to ensure property sales to buyers with appropriate financial strength and who pay a suitable proportion of the initial down payment[66] - Credit is typically granted to major tenants with sufficient financial strength, and monitoring procedures are in place to recover overdue debts[66] - Close monitoring is maintained over property development deposits paid to government authorities and advances to business partners[66] Events After Reporting Period No events with significant impact on the Group occurred between the balance sheet date of June 30, 2025, and the date of this report - No events that would materially affect the Group occurred between the balance sheet date (June 30, 2025) and the date of this report[67] Major Shareholders As of June 30, 2025, Silver Honest Limited held 83.47% of the Company's shares, and Ms. Chen Bi-Hua was deemed to hold 83.70% through controlled corporations and spouse's interests, making them major shareholders Major Shareholders' Shareholding (June 30, 2025) | Name | Nature of Interest | Total Number of Ordinary Shares | Approximate Percentage of Interest in the Company | | :--- | :--- | :--- | :--- | | Silver Honest Limited | Beneficial Owner | 5,086,500,000 (L) | 83.47% | | Ms. Chen Bi-Hua | Interest in controlled corporations and spouse's interest | 5,100,000,000 (L) | 83.70% | - Ms. Chen Bi-Hua's interest includes 13,500,000 shares beneficially owned by her late spouse, Mr. Huang Huan-Ming, and 5,086,500,000 shares indirectly held through Xing Sheng Group Limited, which she wholly owns and holds a 55% equity interest in Silver Honest Limited[71] Directors' and Chief Executive's Interests and Short Positions in Securities As of June 30, 2025, none of the Company's directors or chief executives held any disclosable interests or short positions in the shares, underlying shares, or debentures of the Company or any associated corporation - None of the Company's directors or chief executives held any disclosable interests or short positions in the shares, underlying shares, or debentures of the Company or any associated corporation[72] Human Resources As of June 30, 2025, the Group employed 3,027 staff, a 10.5% decrease from year-end, with total staff costs reducing by 25.9% to RMB 112.5 million, primarily due to operational streamlining. The company provides training and annually reviews compensation and performance Key Human Resources Data | Indicator | June 30, 2025 | December 31, 2024 | Change Percentage | | :--- | :--- | :--- | :--- | | Number of Employees | 3,027 | 3,382 | (10.5)% | | Total Staff Costs (RMB million) | 112.5 | 151.9 | (25.9)% | - The reduction in staff was primarily due to operational streamlining in response to market conditions[73] - The Group provides various training opportunities for employees and annually evaluates compensation schemes and performance[73] Dividend Policy The Company's dividend policy aims to balance maintaining sufficient capital for business development with rewarding shareholders, with the Board considering operating results, financial performance, reserves, debt ratios, working capital needs, capital expenditures, and economic conditions when determining dividend distributions - The dividend policy aims to strike a balance between maintaining sufficient capital for the development and operation of the Group's business and rewarding shareholders[74] - The Board will consider factors such as operating results, financial performance, retained earnings, debt-to-equity ratio, working capital requirements, capital expenditures, and economic conditions when determining dividends[78] - For the six months ended June 30, 2025, the Group had no material investments[77] Purchase, Sale or Redemption of Listed Securities For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[79] Material Acquisitions or Disposals of Subsidiaries Except for the disposal of a subsidiary announced on January 27, 2025, the Group had no other material acquisitions or disposals of subsidiaries for the six months ended June 30, 2025 - Except for the disposal of a subsidiary announced on January 27, 2025, the Group had no other material acquisitions or disposals of subsidiaries[80] Corporate Governance Practices The Company consistently strives for good corporate governance and has complied with all code provisions of the Corporate Governance Code set out in Appendix C1 Part 2 of the Listing Rules of The Stock Exchange of Hong Kong Limited for the six months ended June 30, 2025 - The Company has consistently complied with all code provisions of the Corporate Governance Code set out in Appendix C1 Part 2 of the Listing Rules of The Stock Exchange of Hong Kong Limited[81] - Ms. Shang Xuan (Executive Director) has obtained legal advice in accordance with Listing Rule 3.09D and confirmed her responsibilities as a director[81] Standard Code for Securities Transactions by Directors The Company has adopted a code of conduct for directors' securities transactions no less exacting than the Standard Code in Appendix C3 of the Listing Rules, and all directors confirmed compliance for the six months ended June 30, 2025 - The Company has adopted a code of conduct for directors' securities transactions with terms no less exacting than the required standards set out in the Standard Code in Appendix C3 of the Listing Rules[82] - All directors have confirmed their compliance with the required standards set out in the Standard Code and the Company's code of conduct for directors' securities transactions for the six months ended June 30, 2025[82] Audit Committee The Company's Audit Committee, composed of three independent non-executive directors, has reviewed the Group's accounting principles, interim results, and unaudited condensed consolidated interim financial statements for the six months ended June 30, 2025 - The Audit Committee comprises three independent non-executive directors: Mr. Zhu Jian-Hong (Chairman), Mr. Liu Jian-Han, and Mr. Chen Cheng-Li[84] - The Audit Committee has reviewed the accounting principles and practices adopted, the interim results, and the unaudited condensed consolidated interim financial statements of the Group for the six months ended June 30, 2025[84] Condensed Consolidated Interim Financial Statements This section presents the Group's condensed consolidated interim financial statements, including the statement of profit or loss, comprehensive income, financial position, changes in equity, and cash flows Condensed Consolidated Interim Statement of Profit or Loss For the six months ended June 30, 2025, the Group reported revenue of RMB 2.7257 billion, gross profit of RMB 642.2 million, a loss before income tax of RMB 138.1 million, a loss for the period of RMB 256.0 million, and a loss attributable to equity holders of RMB 273.1 million Key Data from Condensed Consolidated Interim Statement of Profit or Loss (RMB thousand) | Indicator | June 30, 2025 (Unaudited) | June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Revenue | 2,725,734 | 3,815,378 | | Gross Profit | 642,226 | 1,219,009 | | Fair Value Loss on Investment Properties | (396,558) | (259,123) | | Operating (Loss)/Profit | (135,630) | 384,373 | | (Loss)/Profit Before Income Tax | (138,090) | 398,307 | | (Loss)/Profit for the Period | (255,959) | 34,978 | | (Loss)/Profit Attributable to Equity Holders of the Company | (273,055) | 6,665 | | Basic and Diluted (Loss)/Earnings Per Share (RMB cents) | (4.5) | 0.1 | Condensed Consolidated Interim Statement of Comprehensive Income For the six months ended June 30, 2025, the Group reported a loss for the period of RMB 256.0 million, with other comprehensive income showing a loss of RMB 0.1 million due to currency translation differences, resulting in a total comprehensive loss for the period of RMB 256.1 million Key Data from Condensed Consolidated Interim Statement of Comprehensive Income (RMB thousand) | Indicator | June 30, 2025 (Unaudited) | June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | (Loss)/Profit for the Period | (255,959) | 34,978 | | Currency Translation Differences | (101) | 7,818 | | Total Comprehensive Income for the Period | (256,060) | 42,796 | | Total Comprehensive Income Attributable to Equity Holders of the Company | (273,156) | 14,483 | Condensed Consolidated Interim Statement of Financial Position As of June 30, 2025, the Group's total assets were RMB 59.6847 billion, a decrease from December 31, 2024, with total non-current assets at RMB 18.2208 billion and total current assets at RMB 41.4639 billion. Total liabilities amounted to RMB 43.1392 billion, and net assets were RMB 16.5455 billion Key Data from Condensed Consolidated Interim Statement of Financial Position (RMB thousand) | Indicator | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Assets | | | | Total Non-current Assets | 18,220,841 | 19,075,163 | | Total Current Assets | 41,463,905 | 43,251,475 | | Total Assets | 59,684,746 | 62,326,638 | | Liabilities | | | | Total Current Liabilities | 38,085,462 | 40,406,082 | | Total Non-current Liabilities | 5,053,767 | 5,118,979 | | Total Liabilities | 43,139,229 | 45,525,061 | | Total Equity | 16,545,517 | 16,801,577 | - Properties under development and completed properties held for sale are the main components of current assets[89] - Trade and other payables and contract liabilities are the main components of current liabilities[91] Condensed Consolidated Interim Statement of Changes in Equity For the six months ended June 30, 2025, reserves attributable to equity holders of the Company decreased by RMB 273.2 million due to the loss for the period and currency translation differences, reducing total equity from RMB 16.8016 billion at the beginning of the period to RMB 16.5455 billion Key Data from Condensed Consolidated Interim Statement of Changes in Equity (RMB thousand) | Indicator | June 30, 2025 (Unaudited) | June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Balance at Beginning of Period (January 1, 2025) | 16,801,577 | 19,015,437 | | (Loss)/Profit for the Period | (255,959) | 34,978 | | Other Comprehensive Income (Currency Translation Differences) | (101) | 7,818 | | Total Comprehensive Income for the Period | (256,060) | 42,796 | | Balance at End of Period (June 30, 2025) | 16,545,517 | 18,661,333 | Condensed Consolidated Interim Statement of Cash Flows For the six months ended June 30, 2025, net cash used in operating activities was RMB 521.9 million, net cash generated from investing activities was RMB 223.0 million, and net cash used in financing activities was RMB 109.1 million, resulting in a net decrease in cash and cash equivalents of RMB 391.7 million Key Data from Condensed Consolidated Interim Statement of Cash Flows (RMB thousand) | Indicator | June 30, 2025 (Unaudited) | June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Net Cash (Used in)/Generated from Operating Activities | (521,939) | 109,109 | | Net Cash Generated from Investing Activities | 223,049 | 89,269 | | Net Cash Used in Financing Activities | (109,116) | (806,270) | | Effect of Exchange Rate Changes on Cash | 16,345 | 47,173 | | Net Decrease in Cash and Cash Equivalents | (391,661) | (560,719) | | Cash and Cash Equivalents at Beginning of Period | 1,170,696 | 1,779,200 | | Cash and Cash Equivalents at End of Period | 779,035 | 1,218,481 | Notes to the Condensed Consolidated Interim Financial Statements This section provides detailed notes to the condensed consolidated interim financial statements, explaining accounting policies, estimates, segment information, and other financial disclosures 1 General Information Mingfa Group (International) Company Limited, incorporated in the Cayman Islands, primarily engages in property development, investment, and hotel operations in China, with its shares listed on the Main Board of the Hong Kong Stock Exchange, and Silver Honest Limited as its direct and ultimate holding company - The Company was incorporated as an exempted company under the laws of the Cayman Islands on November 27, 2007[95] - The Group is principally engaged in property development, property investment, and hotel operations in the PRC[95] - The Company's shares were listed on the Main Board of The Stock Exchange of Hong Kong Limited on November 13, 2009[95] 2 Significant Accounting Policies Information The condensed consolidated interim financial statements are prepared under the historical cost convention, modified for fair-valued investment properties and other financial assets, in compliance with HKAS 34. HKAS 21 (Amendment) "Lack of Exchangeability" was first applied this period with no material impact, while HKFRS 18 "Presentation and Disclosure in Financial Statements" effective 2027 is expected to affect profit or loss presentation and disclosures - The condensed consolidated interim financial statements are prepared under the historical cost convention, modified by the revaluation of investment properties and other financial assets at fair value, and in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting' issued by the Hong Kong Institute of Certified Public Accountants[97] - HKAS 21 (Amendment) 'Lack of Exchangeability' was first applied during this period with no material impact on the financial statements[98] - HKFRS 18 'Presentation and Disclosure in Financial Statements' will be effective for annual periods beginning on or after January 1, 2027, and is expected to impact the presentation of the statement of profit or loss and disclosures in future financial statements[101] 3 Critical Accounting Estimates and Judgements The preparation of interim financial statements requires management to make judgments, estimates, and assumptions affecting the application of accounting policies and reported amounts. The significant judgments and key sources of estimation uncertainty made in this period are consistent with those applied in the 2024 annual consolidated financial statements - The preparation of interim financial statements requires management to make judgments, estimates, and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses[103] - The significant judgments and key sources of estimation uncertainty made in the current period are the same as those applied in the Company's annual consolidated financial statements for the year ended December 31, 2024[103] 4 Revenue and Segment Information The Group's chief operating decision maker assesses operating segment performance based on internal reports. Since 2024, the commercial and residential property development segments have been merged. Most of the Group's revenue and assets are derived from and located in the China market. As of June 30, 2025, property development revenue accounted for 84.4% of total revenue but decreased by 32.2% year-on-year - Effective from the year ended December 31, 2024, the property development — commercial segment and property development — residential segment have been merged into the property development segment[104] - Most of the Group's consolidated revenue and results are derived from the PRC market, and most of its consolidated assets are also located in the PRC[104] Segment Revenue as of June 30, 2025 (RMB thousand) | Segment | Revenue | | :--- | :--- | | Property Development | 2,299,342 | | Hotel | 141,934 | | Property Investment and Management | 271,152 | | All Other Segments | 13,306 | | Total | 2,725,734 | 5 Prepayments for Land Use Rights The Group has made prepayments for the acquisition of certain land use rights, but the ownership certificates for these land use rights had not been obtained as of the end of the reporting period - The Group has made prepayments for the acquisition of certain land use rights, but the ownership certificates for these land use rights had not been obtained as of the end of the reporting period[110] 6 Other Financial Assets As of June 30, 2025, the Group's other financial assets amounted to RMB 27.795 million, primarily representing a 10% unlisted equity investment in a Chinese micro-loan business company, accounted for at fair value with no significant changes Other Financial Assets (RMB thousand) | Indicator | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Equity investments at fair value through other comprehensive income | 27,795 | 27,795 | - Other financial assets primarily refer to a 10% unlisted equity investment in a Chinese joint-stock company engaged in micro-loan business[111] - This equity investment is accounted for at fair value, and there were no significant changes in fair value compared to the investment cost for the six months ended June 30, 2025, and the year ended December 31, 2024[111] 7 Trade and Other Receivables and Prepayments As of June 30, 2025, the Group's total trade and other receivables and prepayments amounted to RMB 4.7679 billion, including net trade receivables of RMB 192.2 million after an impairment provision of RMB 845.3 million. Trade receivables primarily arise from rental income from investment properties, building management fees, and hotel operations Trade and Other Receivables and Prepayments (RMB thousand) | Indicator | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Trade Receivables | 1,037,499 | 971,076 | | Less: Impairment provision for trade receivables | (845,271) | (798,944) | | Net Trade Receivables | 192,228 | 172,132 | | Other Receivables and Prepayments | 4,575,717 | 4,721,830 | | Total | 4,767,945 | 4,893,962 | Aging Analysis of Trade Receivables (RMB thousand) | Aging | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Within 90 days | 33,710 | 16,074 | | Over 90 days and within 1 year | 144,318 | 137,798 | | Over 1 year and within 2 years | 14,200 | 18,260 | | Total | 192,228 | 172,132 | 8 Amounts Due from Non-controlling Interests Amounts due from non-controlling interests primarily include surplus funds distributed proportionally to equity interests and loans from non-controlling shareholders. An amount of RMB 102.8 million due from Xi'an Gongheng Real Estate Co., Ltd. bears interest at 7.15% per annum, while other balances are unsecured, interest-free, and repayable on demand - The balance primarily comprises surplus funds distributed in proportion to the equity interests of non-controlling shareholders in certain Group subsidiaries, in accordance with the terms of relevant project cooperation agreements[117] - The amount due from non-controlling interest Xi'an Gongheng Real Estate Co., Ltd. of RMB 102,751,000 bears interest at an annual rate of 7.15%, is unsecured, and repayable on demand[115] - The remaining balances are unsecured, interest-free, repayable on demand, and non-trade in nature[115] 9 Restricted Cash As of June 30, 2025, the Group's restricted cash amounted to approximately RMB 2.66 million, primarily due to court orders in litigation cases with suppliers and foreclosure claims by property owners for buyers' mortgage defaults Restricted Cash (RMB thousand) | Date | Amount | | :--- | :--- | | June 30, 2025 (Unaudited) | 2,660 | | December 31, 2024 (Audited) | 5,329 | - Restricted cash is primarily restricted due to court orders in litigation cases involving construction contracts with suppliers and foreclosure claims by property owners due to property buyers' failure to repay mortgages[116] - The conversion of RMB-denominated balances into foreign currencies and the remittance of foreign currencies out of China are subject to foreign exchange control rules and regulations promulgated by the PRC government[116] 10 Share Capital As of June 30, 2025, the Company's authorized share capital comprised 12 billion ordinary shares, with 6,093,451,026 ordinary shares issued and fully paid, each with a par value of HKD 0.1, equivalent to RMB 536.3 million Share Capital Details | Category | Par Value (HKD) | Number of Ordinary Shares | Par Value of Ordinary Shares (HKD) | Equivalent (RMB thousand) | | :--- | :--- | :--- | :--- | :--- | | Authorized Share Capital | 0.1 | 12,000,000,000 | 1,200,000,000 | - | | Issued and Fully Paid Share Capital | 0.1 | 6,093,451,026 | 609,345,103 | 536,280,877 | 11 Borrowings As of June 30, 2025, the Group's total borrowings amounted to RMB 2.1427 billion, with RMB 292.9 million repayable within one year and RMB 1.8498 billion repayable after one year Borrowings Details (RMB thousand) | Category | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Borrowings included in non-current liabilities | 1,849,759 | 1,834,728 | | Borrowings included in current liabilities | 292,900 | 276,000 | | Total | 2,142,659 | 2,110,728 | - Borrowings included in current liabilities comprise short-term bank loans of RMB 44.9 million and the current portion of long-term secured borrowings of RMB 248.0 million[118] 12 Pledged Assets As of June 30, 2025, the Group's total pledged assets amounted to RMB 3.6756 billion, primarily including completed properties held for sale, properties under development, land use rights under properties under development, and investment properties Pledged Assets (RMB thousand) | Asset Type | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Completed Properties Held for Sale | 1,117,619 | 1,081,210 | | Properties Under Development | 268,108 | 371,670 | | Land Use Rights under Properties Under Development | 247,919 | 132,798 | | Investment Properties | 2,042,000 | 2,168,000 | | Total | 3,675,646 | 3,753,678 | 13 Trade and Other Payables As of June 30, 2025, the Group's total trade and other payables amounted to RMB 22.1734 billion, comprising trade payables of RMB 14.6543 billion and other payables of RMB 6.9930 billion Trade and Other Payables (RMB thousand) | Category | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Trade Payables | 14,654,297 | 15,215,740 | | Other Payables | 6,993,037 | 7,157,066 | | Other Taxes Payable | 526,056 | 602,560 | | Total | 22,173,390 | 22,975,366 | Aging Analysis of Trade Payables (RMB thousand) | Aging | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Within 90 days | 1,160,554 | 1,233,565 | | Over 90 days and within 1 year | 2,697,886 | 6,357,600 | | Over 1 year | 10,795,857 | 7,624,575 | | Total | 14,654,297 | 15,215,740 | 14 Other Income and Other Gains and Losses For the six months ended June 30, 2025, the Group's net other income and other gains and losses amounted to RMB 149.2 million, primarily from gains on disposal of investment properties of RMB 132.6 million and net exchange gains of RMB 27.98 million Other Income and Other Gains and Losses (RMB thousand) | Category | June 30, 2025 (Unaudited) | June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Government Grants | 8 | 226 | | Net Exchange Gains | 27,982 | 16,751 | | Gains/(Losses) on Disposal of Investment Properties | 132,635 | (25,523) | | Miscellaneous | (11,390) | 47,850 | | Total | 149,235 | 39,304 | 15 (Loss)/Profit Before Income Tax For the six months ended June 30, 2025, the Group's loss before income tax was RMB 138.1 million, primarily after deducting staff costs, depreciation, cost of properties sold, business taxes and other levies, direct expenses related to rental income, and hotel operating expenses (Loss)/Profit Before Income Tax Deductions (RMB thousand) | Category | June 30, 2025 (Unaudited) | June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Staff costs — including directors' emoluments | 112,517 | 151,877 | | Depreciation of property, plant and equipment | 81,935 | 75,506 | | Cost of properties sold | 1,784,253 | 2,316,663 | | Direct expenses arising from investment properties that generate rental income | 72,362 | 66,122 | | Hotel operating expenses | 134,302 | 128,234 | 16 Finance Income and Costs For the six months ended June 30, 2025, the Group's net finance income was RMB 1.601 million, primarily from bank deposit interest income of RMB 1.974 million, with all interest expenses on borrowings of RMB 43.713 million capitalized Finance Income and Costs (RMB thousand) | Category | June 30, 2025 (Unaudited) | June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Interest income from bank deposits | 1,974 | 5,291 | | Interest expense on borrowings | 43,713 | 58,884 | | Less: Interest capitalized | (43,713) | (58,884) | | Finance costs | (373) | (546) | | Net finance income | 1,601 | 4,745 | 17 Income Tax Expense For the six months ended June 30, 2025, the Group's income tax expense was RMB 117.9 million, primarily comprising PRC corporate income tax and PRC land appreciation tax. No provision was made for Hong Kong profits tax. PRC withholding income tax is provided at a 5% rate Income Tax Expense (RMB thousand) | Category | June 30, 2025 (Unaudited) | June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Current income tax | 110,772 | 290,759 | | Deferred income tax | 7,097 | 72,570 | | Total | 117,869 | 363,329 | - Current income tax includes PRC corporate income tax of RMB 59.7 million and PRC land appreciation tax of RMB 51.07 million[124] - PRC land appreciation tax is levied at progressive rates from 30% to 60% on the appreciation of land value[125] - For direct holding companies incorporated in Hong Kong, the Group provides for PRC withholding income tax at a rate of 5%[126] 18 Dividends The Company's Board of Directors does not recommend the payment of any interim dividend for the six months ended June 30, 2025 - The Company's Board of Directors does not recommend the payment of any interim dividend for the six months ended June 30, 2025 (2024: nil)[127] 19 (Loss)/Earnings Per Share For the six months ended June 30, 2025, the basic and diluted loss per share attributable to equity holders of the Company was RMB 4.5 cents, with diluted loss per share being the same due to the absence of dilutive share options or other potential dilutive ordinary shares (Loss)/Earnings Per Share (RMB cents) | Indicator | June 30, 2025 (Unaudited) | June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | (Loss)/Profit Attributable to Equity Holders of the Company (RMB thousand) | (273,055) | 6,665 | | Weighted average number of ordinary shares in issue (thousand shares) | 6,093,451 | 6,093,451 | | Basic and Diluted (Loss)/Earnings Per Share (RMB cents) | (4.5) | 0.1 | - As there were no dilutive share options or other potentially dilutive ordinary shares in issue for the six months ended June 30, 2025 and 2024, the diluted (loss)/earnings per share is the same as the basic (loss)/earnings per share[128] 20 Contingent Liabilities As of June 30, 2025, the Group's total contingent liabilities amounted to RMB 5.4205 billion, primarily comprising guarantees for mortgage financing to property buyers and guarantees for bank financing facilities granted to associates and joint ventures Contingent Liabilities (RMB thousand) | Category | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Guarantees for mortgage financing of certain property buyers of the Group | 4,485,643 | 5,116,407 | | Guarantees for bank financing facilities granted to an associate | 521,512 | 547,016 | | Guarantees for bank financing facilities granted to a joint venture | 413,350 | 424,600 | | Total | 5,420,505 | 6,088,023 | - The Group provides guarantees for mortgage financing granted by certain banks, and the Group is responsible for repayment if buyers fail to make mortgage payments[130] - The Group provided a bank loan guarantee of RMB 521.5 million for its associate, Nanjing Software Valley Qichuang Communication Technology Co., Ltd[131] 21 Commitments As of June 30, 2025, the Group's total contracted but unprovided capital and property development expenditure commitments amounted to RMB 17.5577 billion, primarily for the development of properties for sale and land use rights Capital and Property Development Expenditure Commitments (RMB thousand) | Category | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Properties developed by the Group for sale | 16,792,929 | 18,373,667 | | Land use rights | 764,776 | 764,776 | | Total | 17,557,705 | 19,138,443 | 22 Related Party Transactions For the six months ended June 30, 2025, the Group's rental income from a joint venture was RMB 36.34 million, and total key management personnel emoluments amounted to RMB 2.974 million Related Party Transactions (RMB thousand) | Category | June 30, 2025 (Unaudited) | June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Rental income from a joint venture | 36,343 | 25,485 | | Key management personnel emoluments | 2,974 | 4,062 | 23 Approval of Condensed Consolidated Interim Financial Statements The Board of Directors approved and authorized for issue the condensed consolidated interim financial statements on August 29, 2025 - The Board of Directors approved and authorized for issue the condensed consolidated interim financial statements on August 29, 2025[134]