中国新城市(01321) - 2025 - 中期财报

Corporate Information Corporate Overview This chapter provides basic corporate governance and contact information, including details of board members, principal offices, share registrars, principal bankers, auditors, and investor relations department - Executive Directors include Mr. Shi Nanlu (CEO), Mr. Jin Jianrong, and Ms. Chen Jing (re-designated as Executive Directors from June 20, 2025)[3] - The Non-executive Director is Mr. Shi Zhongan (Chairman)[3] - Independent Non-executive Directors are Mr. Lin Youyao, Mr. Xu Chengfa, and Mr. Yuan Yuan[3] - The company's auditor is Ernst & Young[7] Investment Properties Investment Properties Summary As of June 30, 2025, the Group's total land reserve gross floor area was approximately 3,673,020 sqm, with major investment properties in Hangzhou, Shanghai, and Yuyao, primarily commercial complexes and properties - As of June 30, 2025, the Group's total land reserve gross floor area was approximately 3,673,020 sqm[9] - Major Investment Properties (As of June 30, 2025) | Project | Location | Property Type | Gross Floor Area (sqm) | | :--- | :--- | :--- | :--- | | Guomao Building | Hangzhou, Zhejiang Province | Commercial Complex | 12,061 | | Yinlong Bay | Hangzhou, Zhejiang Province | Commercial Complex | 18,053 | | Hang Lung Plaza | Hangzhou, Zhejiang Province | Commercial Complex | 63,418 | | Integrated Service Center | Hangzhou, Zhejiang Province | Commercial Complex | 5,913 | | International Office Center | Hangzhou, Zhejiang Province | Commercial Complex | 55,671 | | Yilexuan | Shanghai | Commercial | 341 | | Shanshuiyuan | Hangzhou, Zhejiang Province | Commercial Complex | 936 | | Xixi New City (Building 1) | Hangzhou, Zhejiang Province | Commercial | 16,680 | | Yiwu Project | Hangzhou, Zhejiang Province | Commercial | 45,812 | | Zhong'an Plaza | Yuyao, Zhejiang Province | Commercial Complex | 92,489 | | Zhong'an Times Square (Phase I) | Yuyao, Zhejiang Province | Commercial Complex | 2,160 | | Total | | | 313,534 | Major Properties Held for Development and/or Sales Properties Under Development and/or Sales Summary This chapter lists the Group's major properties held for development and/or sales, covering various property types including commercial, hotel, office, and commercial complexes across Anhui, Ningbo, Hangzhou, Zhejiang, and Jiangsu, with a total land reserve gross floor area of 3,673,020 sqm - Major Properties Held for Development and/or Sales | Project | Location | Property Type | Site Area (sqm) | Gross Floor Area (sqm) | Land Reserve Gross Floor Area (sqm) | | :--- | :--- | :--- | :--- | :--- | :--- | | Huaibei Brilliant Hotel | Huaibei, Anhui Province | Commercial/Hotel | 60,768 | 67,060 | 67,060 | | Cixi New City | Cixi, Ningbo | Office/Commercial | 197,655 | 510,125 | 4,567 | | Mingcai City | Hangzhou, Zhejiang Province | Commercial | 26,087 | 78,261 | 4,799 | | Hangzhou Qiandao Lake Brilliant Resort & Spa | Hangzhou, Zhejiang Province | Commercial/Hotel | 119,398 | 46,691 | 46,691 | | Yinlong Bay | Hangzhou, Zhejiang Province | Commercial | 89,173 | 241,695 | 39,386 | | International Office Center (Block A) | Hangzhou, Zhejiang Province | Commercial Complex | 92,610 | 798,795 | 471,963 | | International Office Center (Blocks B & C) | Hangzhou, Zhejiang Province | Commercial Complex | 207,390 | 1,098,065 | 1,098,065 | | Longying Huijinzuo (Beigan Project) | Hangzhou/Xiaoshan | Commercial | 12,819 | 44,867 | 22,032 | | Tuankou Fenghuangshan Hot Spring Hotel | Hangzhou, Zhejiang Province | Commercial/Hotel | 37,500 | 63,502 | 63,502 | | Xin Nong Du | Zhejiang Province | Commercial | 991,736 | 1,217,335 | 1,055,987 | | Xixi New City | Hangzhou, Zhejiang Province | Office/Commercial | 39,703 | 83,391 | 665 | | Xuzhou New City | Xuzhou, Jiangsu | Commercial Complex | 154,802 | 562,371 | 562,371 | | Zhong'an Times Square (Phase I) | Yuyao, Zhejiang Province | Commercial Complex | 65,159 | 305,473 | 132,475 | | Zhong'an Times Square (Phase II) | Yuyao, Zhejiang Province | Commercial Complex | 71,519 | 322,912 | 103,458 | | Total | | | | | 3,673,020 | Management Discussion and Analysis Overview The Group is a large integrated enterprise with businesses spanning commercial development, hotel management, film, education, and cultural tourism, establishing a leading position in the Yangtze River Delta region; revenue and gross profit significantly decreased due to reduced property sales, but total equity remained at RMB 5.262 billion - The Group's core business segments include industrial real estate development, commercial operations, hotel management, industrial investment, and diversified new industries such as industrial services, rural cultural tourism, smart agricultural wholesale, film and television education, and digital health[16] - Key Financial Indicators for the Period | Indicator | Amount (RMB) | Y-o-Y Change (%) | | :--- | :--- | :--- | | Consolidated Revenue | 366 million | -87.5% | | Gross Profit | 77 million | -95.1% | | Gross Profit Margin | 21.0% | Decrease of 33.1 percentage points | | Total Equity (as of June 30, 2025) | 5.262 billion | - | | Cash Book Value (as of June 30, 2025) | 226 million | - | Policy and Outlook China's 2025 real estate policy aims for 'stabilization and recovery' through a comprehensive package of 'four cancellations, four reductions, and two increases' to restore market confidence and drive quality-focused industry transformation, while the Group will maintain prudent operations, business innovation, and urban renewal - China's 2025 real estate policy focuses on 'stopping decline and stabilizing recovery', implementing a comprehensive package of 'four cancellations, four reductions, and two increases'[19][22] - The 'four cancellations' include abolishing purchase restrictions, sales restrictions, price caps, and ordinary housing standards (partially retained in Beijing, Shanghai, Guangzhou, and Shenzhen)[19][22] - The 'four reductions' include lowering down payment ratios, mortgage interest rates, existing mortgage interest rates, and transaction taxes and fees[19][22] - The 'two increases' include adding 1 million units for urban village renovation (monetized resettlement) and over RMB 4 trillion in financing for real estate enterprises on the 'white list'[19][22] - The Group will continue to uphold a prudent operating philosophy, maintain financial stability, intensify business innovation, and steadfastly advance urban renewal projects[21][23] Development of Major Projects This chapter outlines the progress of the Group's major property development projects, including Hangzhou International Office Center (IOC) and Longying Huijinzuo (Binhe Yin), noting a significant decrease in recognized property sales and delivered gross floor area during the period - Hangzhou International Office Center (IOC) Block A3 is substantially sold out, and Block A2 sales are in line with expectations[24][25] - The Longying Huijinzuo (Binhe Yin) project was completed in 2024, with sales for the period meeting expectations[27][29] - Overview of Recognized Sales and Delivered Properties | Indicator | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Recognized Sales Amount | Approximately RMB 175.269 million | Approximately RMB 2.72353 billion | Significant decrease | | Total Gross Floor Area Delivered | Approximately 10,415 sqm | Approximately 73,493 sqm | Significant decrease | - Details of Projects with Recognized Sales for the Period | Project | Region | Recognized Amount (RMB million) | Recognized Sales Area (sqm) | | :--- | :--- | :--- | :--- | | Longying Huijinzuo (Binhe Yin) | Hangzhou | 133.8 | 6,212 | | Mingcai City | Hangzhou | 28.8 | 2,225 | | Zhong'an Times Square Phase II | Yuyao | 6.9 | 1,200 | | Cixi New City | Cixi | 5.4 | 778 | | Other remaining properties | Hangzhou | 0.4 | – | | Total | | 175.3 | 10,415 | Contracted Sales During the period, the Group's contracted sales area and contracted sales revenue both significantly decreased compared to the same period last year - Overview of Contracted Sales | Indicator | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Contracted Sales Area | Approximately 14,981 sqm | Approximately 29,997 sqm | Decrease of approximately 50% | | Contracted Sales Revenue | Approximately RMB 326.848 million | Approximately RMB 663.35 million | Decrease of approximately 50.7% | - Details of Major Project Contracted Sales for the Period | Project | Region | Contracted Amount (RMB million) | Contracted Sales Area (sqm) | | :--- | :--- | :--- | :--- | | International Office Center (IOC) A2 | Hangzhou | 195.9 | 4,845 | | Xin Nong Du | Hangzhou | 74.5 | 7,489 | | Longying Huijinzuo (Binhe Yin) | Hangzhou | 48.2 | 1,943 | | Mingcai City | Hangzhou | 5.0 | 312 | | Cixi New City | Cixi | 2.8 | 392 | | Zhong'an Times Square Phase II | Yuyao | 0.5 | – | | Chaoyang Ginza | Hangzhou | 0.1 | – | | Total | | 326.8 | 14,981 | Hotel Management The Group's hotel management revenue decreased due to a weak market and lower occupancy rates, managing four self-owned hotels during the period - Hotel Management Revenue and Occupancy Rate | Indicator | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Hotel Management Revenue | Approximately RMB 99.181 million | Approximately RMB 112.651 million | Decrease of approximately RMB 13.47 million | | Average Occupancy Rate | Approximately 60% | Approximately 62% | Decrease of 2 percentage points | - The Group manages four self-owned hotels, including Holiday Inn Hangzhou Xiaoshan, Hangzhou Qiandao Lake Brilliant Resort & Spa, Ningbo Brilliant Hotel, and Huaibei Brilliant Hotel[35] Commercial Operation The Group's total commercial operation revenue increased, primarily driven by new community commercial projects, higher occupancy at Yuyao Zhong'an Plaza, and increased per-square-meter rent at Yiwu Zhong'an Plaza, despite a slight decrease in overall average occupancy rate - Commercial Operation Revenue and Occupancy Rate | Indicator | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Total Commercial Operation Revenue | Approximately RMB 64.896 million | Approximately RMB 48.646 million | Increase of approximately RMB 16.25 million | | Average Occupancy Rate of Leased Properties | Approximately 80% | Approximately 84% | Decrease of 4 percentage points | - Revenue growth primarily benefited from revenue generation from new community commercial projects, increased occupancy at Yuyao Zhong'an Plaza, and higher per-square-meter rent at Yiwu Zhong'an Plaza[37][39] Land Reserve As of June 30, 2025, the Group's total land reserve gross floor area held for development and/or sales slightly decreased - Total Land Reserve Gross Floor Area | As of | Total Gross Floor Area (sqm) | | :--- | :--- | | June 30, 2025 | Approximately 3,673,020 | | December 31, 2024 | Approximately 3,690,924 | Financial Performance Analysis During the period, the Group's consolidated revenue and gross profit significantly declined due to a substantial decrease in property sales, resulting in a loss; despite improved cost control efficiency, increased impairment of financial assets and property and equipment, along with higher finance costs, further impacted profitability - Overview of Revenue and Gross Profit | Indicator | Six Months Ended June 30, 2025 (RMB '000) | Six Months Ended June 30, 2024 (RMB '000) | Y-o-Y Change (RMB '000) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | :--- | | Consolidated Revenue | 366,307 | 2,921,774 | (2,555,467) | -87.5% | | Consolidated Gross Profit | 77,089 | 1,579,596 | (1,502,507) | -95.1% | | Gross Profit Margin | 21.0% | 54.1% | -33.1 percentage points | - | - Other Income and Gains | Indicator | Six Months Ended June 30, 2025 (RMB '000) | Six Months Ended June 30, 2024 (RMB '000) | Y-o-Y Change (RMB '000) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | :--- | | Other Income and Gains | 174,232 | 25,876 | 148,356 | 573.3% | - The increase in other income and gains was primarily due to the difference between the fair value of the Group's share of an associate's identifiable net assets and the investment cost, amounting to approximately RMB 153.398 million[44][49] - Overview of Expenses and Costs | Indicator | Six Months Ended June 30, 2025 (RMB '000) | Six Months Ended June 30, 2024 (RMB '000) | Y-o-Y Change (RMB '000) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | :--- | | Selling and Distribution Expenses | 53,587 | 66,588 | (13,001) | -19.5% | | Administrative Expenses | 45,165 | 67,991 | (22,826) | -33.6% | | Other Expenses | 79,080 | 5,833 | 73,247 | 1,255.7% | | Finance Costs | 97,642 | 47,317 | 50,325 | 106.4% | - The decrease in selling and distribution expenses and administrative expenses was primarily due to the Group's effective implementation of cost management strategies[45][46][50][51] - The significant increase in other expenses was primarily due to increased impairment of financial assets, property and equipment[52][56] - The increase in finance costs was primarily due to a decrease in capitalized interest expenses and an increase in loan balances[53][57] - Loss and Capital Expenditure for the Period | Indicator | Six Months Ended June 30, 2025 (RMB '000) | Six Months Ended June 30, 2024 (RMB '000) | | :--- | :--- | :--- | | Loss Attributable for the Period | (39,448) | 347,502 (Profit) | | Capital Expenditure on Property and Equipment | 31,016 | 24,835 | - The loss for the period was primarily due to a significant decrease in revenue generated from the sales of commercial property projects[54][58] Investments in an Associate As of June 30, 2025, the Company recorded an investment of approximately RMB 681.9 million in Zhejiang Xin Nong Du Holdings Group Co., Ltd., reclassified from a financial asset to an associate investment after the Group increased its equity stake to 42.5% - Investments in an Associate | Indicator | As of June 30, 2025 (RMB million) | As of December 31, 2024 (RMB million) | | :--- | :--- | :--- | | Investments in an associate | 681.9 | – | - The Group increased its equity stake in Zhejiang Xin Nong Du Holdings Group Co., Ltd. to 42.5% through an equity transfer agreement and a deed of settlement, gaining significant influence[62][64] - This equity interest was derecognized as a financial asset and recognized as an investment in an associate as of June 30, 2025[62][64] Significant Investments During the period, the Group did not hold any significant investments - During the period, the Group did not hold any significant investments[63][65] Capital Structure The Group's total cash and cash equivalents significantly decreased, while total interest-bearing bank and other borrowings increased, leading to a higher gearing ratio; the current ratio, however, improved - Cash and Cash Equivalents and Restricted Cash | Indicator | As of June 30, 2025 (RMB '000) | As of December 31, 2024 (RMB '000) | Y-o-Y Change (RMB '000) | | :--- | :--- | :--- | :--- | | Total cash and cash equivalents and restricted cash | 225,937 | 886,087 | (660,150) | - Current Ratio and Gearing Ratio | Indicator | As of June 30, 2025 | As of December 31, 2024 | | :--- | :--- | :--- | | Current Ratio | 1.67 | 1.12 | | Gearing Ratio | 52% | 46% | - Interest-Bearing Bank and Other Borrowings | Repayment Term | As of June 30, 2025 (RMB '000) | As of December 31, 2024 (RMB '000) | | :--- | :--- | :--- | | Within one year | 327,079 | 1,072,160 | | After one year | 4,127,840 | 2,327,020 | | Total | 4,454,919 | 3,399,180 | - As of June 30, 2025, approximately RMB 1.043919 billion of bank and other borrowings bore interest at fixed rates, with the remainder bearing interest at floating rates[68][71] Pledge of Assets As of June 30, 2025, approximately RMB 4.454919 billion of the Group's bank and other borrowings were secured by various pledged assets, with the total value of pledged assets increasing from the end of last year - Details of Pledged Assets | Asset Class | As of June 30, 2025 (RMB '000) | As of December 31, 2024 (RMB '000) | | :--- | :--- | :--- | | Property and equipment | 1,507,805 | 957,123 | | Investment properties | 3,005,621 | 3,043,315 | | Completed properties held for sale | 2,377,202 | 2,328,953 | | Investments in an associate | 318,475 | – | | Total | 7,209,103 | 6,329,391 | Foreign Exchange Risk and Treasury Policies The Group primarily operates in China with revenue, costs, and borrowings denominated in RMB, resulting in minimal foreign exchange rate fluctuation risk; it adopts a prudent treasury policy, holding cash mainly in short-term RMB deposits, and did not use any hedging instruments during the period - The Group primarily operates in China, with revenue, operating costs, and borrowings mainly denominated in RMB, resulting in minimal foreign exchange rate fluctuation risk[74][79] - The Group's borrowing interest rates are floating and fixed, and upward fluctuations in interest rates will increase borrowing costs[74][79] - The Group adopts a prudent treasury policy for cash and financial management, with cash typically held as short-term RMB deposits[75][79] - No financial instruments were used for hedging purposes during the period[75][79] Guarantees and Contingent Liabilities As of June 30, 2025, the Group's contingent liabilities primarily consisted of guarantees for property buyers' mortgage loans, with the total amount decreasing from the end of last year; directors believe the net realizable value of the related properties is sufficient to cover potential default risks - Overview of Contingent Liabilities | Indicator | As of June 30, 2025 (RMB '000) | As of December 31, 2024 (RMB '000) | | :--- | :--- | :--- | | Total contingent liabilities | 286,410 | 359,727 | - Contingent liabilities primarily consist of guarantees provided by the Group for mortgage loans granted by certain banks to buyers of the Group's properties[76][80] - The directors believe that in the event of default, the net realizable value of the related properties would be sufficient to repay the outstanding mortgage loans and any accrued interest and penalties, thus no provision has been made for these guarantees[76] Capital Commitments As of June 30, 2025, the Group's capital commitments for property development expenditures slightly decreased and are expected to be funded by internal resources and bank borrowings - Capital Commitments for Property Development Expenditures | Indicator | As of June 30, 2025 (RMB '000) | As of December 31, 2024 (RMB '000) | | :--- | :--- | :--- | | Capital commitments for property development expenditures | 156,839 | 160,697 | - The Group expects to fund the related capital commitments through its internal resources and bank borrowings[77][81] Human Resources and Remuneration Policy As of June 30, 2025, the Group's employee headcount decreased; remuneration policy considers market conditions, industry standards, inflation, business performance, and employee performance, with annual appraisals and continuous training to enhance competitiveness - Number of Employees | As of | Number of Employees | | :--- | :--- | | June 30, 2025 | 1,147 | | December 31, 2024 | 1,232 | - Employee remuneration policy is determined by considering various factors such as local market salary conditions, overall industry salary levels, inflation, corporate operating performance, and employee performance[78][82] - The Group conducts annual performance appraisals for employees, with results used for salary reviews and promotion assessments, and provides continuous education and training programs[78][82] Independent Review Report Independent Review Report Summary Ernst & Young has reviewed the Group's interim financial information for the six months ended June 30, 2025, in accordance with Hong Kong Standard on Review Engagements 2410, concluding no material matters indicating non-preparation in all material respects under International Accounting Standard 34 - The review was conducted by Ernst & Young[84][90] - The scope of the review covered the interim financial information for the six months ended June 30, 2025, and complied with International Accounting Standard 34 'Interim Financial Reporting' and Hong Kong Standard on Review Engagements 2410[84][86] - The review concluded that nothing has come to our attention that causes us to believe the interim financial information is not prepared, in all material respects, in accordance with International Accounting Standard 34[87][89] Interim Condensed Consolidated Statement of Profit or Loss Profit or Loss Summary For the six months ended June 30, 2025, the Group recorded a net loss of RMB 39.448 million, a significant turnaround from a profit in the prior year, primarily due to a substantial decrease in revenue and gross profit from property sales, despite an increase in other income and gains - Key Data from Interim Condensed Consolidated Statement of Profit or Loss | Indicator | 2025 (RMB '000) | 2024 (RMB '000) | Y-o-Y Change (RMB '000) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 366,307 | 2,921,774 | (2,555,467) | -87.5% | | Gross Profit | 77,089 | 1,579,596 | (1,502,507) | -95.1% | | Other Income and Gains | 174,232 | 25,876 | 148,356 | 573.3% | | Selling and Distribution Expenses | (53,587) | (66,588) | 13,001 | -19.5% | | Administrative Expenses | (45,165) | (67,991) | 22,826 | -33.6% | | Other Expenses | (79,080) | (5,833) | (73,247) | 1,255.7% | | Finance Costs | (97,642) | (47,317) | (50,325) | 106.4% | | Fair value changes of investment properties | (8,600) | (535,900) | 527,300 | -98.4% | | Loss/(Profit) before tax | (32,753) | 877,358 | (910,111) | -103.7% | | Income Tax Expense | (6,695) | (529,856) | 523,161 | -98.7% | | Loss/(Profit) for the period | (39,448) | 347,502 | (386,950) | -111.3% | | Loss/(Profit) attributable to owners of the parent | (35,522) | 377,789 | (413,311) | -109.4% | | Basic and diluted loss/(earnings) per share | RMB (1.77) cents | RMB 18.79 cents | - | - | Interim Condensed Consolidated Statement of Comprehensive Income Comprehensive Income Summary For the six months ended June 30, 2025, the Group recorded a total comprehensive loss of RMB 75.937 million, primarily due to the net loss for the period and exchange differences arising from the translation of overseas subsidiaries and operations - Key Data from Interim Condensed Consolidated Statement of Comprehensive Income | Indicator | 2025 (RMB '000) | 2024 (RMB '000) | Y-o-Y Change (RMB '000) | | :--- | :--- | :--- | | Loss/(Profit) for the period | (39,448) | 347,502 | (386,950) | | Exchange differences arising from translation of financial statements of overseas subsidiaries | (7,613) | 10,812 | (18,425) | | Exchange differences arising from translation of overseas operations | (12,467) | 5,690 | (18,157) | | Equity investments designated at fair value through other comprehensive income: fair value changes | (21,879) | (1,982) | (19,897) | | Total comprehensive loss/(income) for the period | (75,937) | 362,518 | (438,455) | | Total comprehensive loss/(income) attributable to owners of the parent | (72,011) | 392,805 | (464,816) | Interim Condensed Consolidated Statement of Financial Position Financial Position Summary As of June 30, 2025, the Group's total assets and total liabilities both slightly decreased, leading to a reduction in net assets and total equity; however, net current assets significantly increased, primarily due to a substantial decrease in current liabilities - Key Data from Interim Condensed Consolidated Statement of Financial Position | Indicator | June 30, 2025 (RMB '000) | December 31, 2024 (RMB '000) | Change (RMB '000) | | :--- | :--- | :--- | :--- | | Total non-current assets | 7,875,606 | 7,736,991 | 138,615 | | Total current assets | 5,406,824 | 5,648,736 | (241,912) | | Total assets | 13,282,430 | 13,385,727 | (103,297) | | Total current liabilities | 3,229,136 | 5,055,477 | (1,826,341) | | Total non-current liabilities | 4,790,813 | 2,988,116 | 1,802,697 | | Total liabilities | 8,019,949 | 8,043,593 | (23,644) | | Net assets | 5,262,481 | 5,342,134 | (79,653) | | Total equity | 5,262,481 | 5,342,134 | (79,653) | | Net current assets | 2,177,688 | 593,259 | 1,584,429 | - Amounts due from related companies significantly increased from RMB 237.788 million to RMB 965.03 million[95] - Contract liabilities significantly decreased from RMB 923.714 million to RMB 286.895 million[95] - Non-current interest-bearing bank and other borrowings significantly increased from RMB 2.32702 billion to RMB 4.12784 billion[96] Interim Condensed Consolidated Statement of Changes in Equity Changes in Equity Summary For the six months ended June 30, 2025, the Group's total equity decreased, primarily due to the loss for the period and other comprehensive losses, partially offset by capital contributions from non-controlling shareholders - Overview of Changes in Equity | Indicator | As of January 1, 2025 (RMB '000) | Changes for the Period (RMB '000) | As of June 30, 2025 (RMB '000) | | :--- | :--- | :--- | :--- | | Equity attributable to owners of the parent | 5,265,498 | (76,127) | 5,189,371 | | Non-controlling interests | 76,636 | (3,526) | 73,110 | | Total equity | 5,342,134 | (79,653) | 5,262,481 | - Loss attributable to owners of the parent for the period was RMB 35.522 million[98] - Total comprehensive loss for the period was RMB 75.937 million, of which RMB 72.011 million was attributable to owners of the parent[98] - Capital contribution from non-controlling shareholders was RMB 400,000[98] Interim Condensed Consolidated Statement of Cash Flows Cash Flows Summary For the six months ended June 30, 2025, the Group experienced significant net cash outflows from both operating and investing activities, and despite net cash inflows from financing activities, overall cash and cash equivalents substantially decreased - Key Data from Interim Condensed Consolidated Statement of Cash Flows | Indicator | 2025 (RMB '000) | 2024 (RMB '000) | Change (RMB '000) | | :--- | :--- | :--- | :--- | | Net cash (used in)/generated from operating activities | (839,404) | 193,901 | (1,033,305) | | Net cash used in investing activities | (838,082) | (119,191) | (718,891) | | Net cash generated from/(used in) financing activities | 1,046,713 | (130,927) | 1,177,640 | | Net decrease in cash and cash equivalents | (630,773) | (56,217) | (574,556) | | Cash and cash equivalents at end of period | 208,647 | 123,710 | 84,937 | - In investing activities, an increase in amounts due from an associate of RMB 727.242 million led to cash outflow[101] - In financing activities, new interest-bearing bank and other borrowings of RMB 2.563919 billion generated cash inflow[101] Notes to Interim Condensed Consolidated Financial Information 1. CORPORATE INFORMATION This note reiterates the Company's registration information, its nature as an investment holding company, and the Group's principal businesses in commercial property development, leasing, and hotel operations, with the ultimate holding company being Quanhao Management Limited - The Company was incorporated in the Cayman Islands as an exempted company with limited liability on July 2, 2013[102] - The Group is principally engaged in commercial property development, leasing, and hotel operations[103] - The Company's ultimate holding company is Quanhao Management Limited[104] 2. BASIS OF PREPARATION AND ACCOUNTING POLICIES This interim condensed consolidated financial information is prepared in accordance with International Accounting Standard 34 and is consistent with the accounting policies adopted for the annual financial information for the year ended December 31, 2024, except for the initial adoption of the revised International Accounting Standard 21, which had no significant financial impact - The interim condensed consolidated financial information has been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting' issued by the International Accounting Standards Board[106] - The accounting policies are consistent with those adopted in the annual financial information for the year ended December 31, 2024, except for the initial adoption of the revised International Accounting Standard 21 'Lack of Exchangeability'[108][111] - The new and revised standards did not have any significant financial impact on these financial statements[109][112] 3. OPERATING SEGMENT INFORMATION The Group has four reportable operating segments: commercial property development, property leasing, hotel operations, and other services; during the period, commercial property development revenue significantly decreased, while property leasing revenue increased, with all external customer revenue originating from mainland China - The Group's four reportable operating segments are: commercial property development, property leasing, hotel operations, and other services[113][117] - Overview of Segment Revenue (RMB '000) | Segment | 2025 (Unaudited) | 2024 (Unaudited) | Y-o-Y Change (RMB '000) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | :--- | | Commercial property development | 175,269 | 2,723,530 | (2,548,261) | -93.6% | | Property leasing | 64,896 | 48,646 | 16,250 | 33.4% | | Hotel operations | 99,181 | 112,651 | (13,470) | -12.0% | | Other services | 26,961 | 36,947 | (9,986) | -27.0% | | Total sales to external customers | 366,307 | 2,921,774 | (2,555,467) | -87.5% | - Overview of Segment Results (RMB '000) | Segment | 2025 (Unaudited) | 2024 (Unaudited) | Change (RMB '000) | | :--- | :--- | :--- | :--- | | Commercial property development | (19,071) | 1,403,421 | (1,422,492) | | Property leasing | 12,049 | (426,319) | 438,368 | | Hotel operations | (20,646) | (30,498) | 9,852 | | Other services | 76,145 | (26,026) | 102,171 | | Total segment results | 48,477 | 920,578 | (872,101) | - All revenue from external customers was derived from mainland China[131] 4. REVENUE, OTHER INCOME AND GAINS This note provides a detailed analysis of the Group's revenue, other income, and gains; revenue from contracts with customers significantly decreased, while other income and gains substantially increased, primarily benefiting from gains on remeasurement of investments in an associate - Analysis of Revenue Sources (RMB '000) | Revenue Source | 2025 (Unaudited) | 2024 (Unaudited) | Y-o-Y Change (RMB '000) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue from contracts with customers | 301,411 | 2,873,128 | (2,571,717) | -89.5% | | Gross rental income from operating leases of investment properties | 64,896 | 48,646 | 16,250 | 33.4% | | Total | 366,307 | 2,921,774 | (2,555,467) | -87.5% | - Disaggregated Information of Revenue from Contracts with Customers (RMB '000) | Type of goods or services | 2025 (Unaudited) | 2024 (Unaudited) | Y-o-Y Change (RMB '000) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | :--- | | Sales of properties | 175,269 | 2,723,530 | (2,548,261) | -93.6% | | Hotel operation income | 99,181 | 112,651 | (13,470) | -12.0% | | Other services | 26,961 | 36,947 | (9,986) | -27.0% | | Total | 301,411 | 2,873,128 | (2,571,717) | -89.5% | - Details of Other Income and Gains (RMB '000) | Source | 2025 (Unaudited) | 2024 (Unaudited) | Y-o-Y Change (RMB '000) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | :--- | | Subsidy income | 570 | 80 | 490 | 612.5% | | Interest income | 16,412 | 4,097 | 12,315 | 300.6% | | Other income | 3,852 | 4,137 | (285) | -6.9% | | Gain on remeasurement of investment in an associate | 153,398 | – | 153,398 | Not applicable | | Total | 174,232 | 25,876 | 148,356 | 573.3% | - The gain on remeasurement of investment in an associate of approximately RMB 153.398 million was primarily due to the difference between the fair value of the identifiable net assets of Zhejiang Xin Nong Du Holdings Group Co., Ltd. and the investment cost, after the Group increased its equity stake to 42.5%[147] 5. LOSS/PROFIT BEFORE TAX This note lists the various expenses and gains contributing to the Group's loss before tax, including cost of properties sold, depreciation, staff costs, fair value loss on investment properties, and impairment provisions for financial assets and property and equipment, while also incorporating the gain on remeasurement of investment in an associate - Components of Loss/Profit Before Tax (RMB '000) | Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Cost of properties sold | 175,036 | 1,217,435 | | Depreciation of property and equipment | 57,275 | 62,147 | | Staff costs (including directors' and chief executive's emoluments) | 42,240 | 50,995 | | Fair value changes of investment properties | 8,600 | 535,900 | | Gain on remeasurement of investment in an associate | (153,398) | – | | Impairment provision for financial assets | 48,367 | – | | Impairment provision for property and equipment | 24,186 | – | | Impairment provision for right-of-use assets | 337 | – | 6. INCOME TAX EXPENSE This note shows a significant decrease in the Group's income tax expense, primarily due to reductions in China income tax and Land Appreciation Tax (LAT); China income tax is levied at 25%, while LAT is levied at progressive rates from 30% to 60% - Details of Income Tax Expense (RMB '000) | Item | 2025 (Unaudited) | 2024 (Unaudited) | Y-o-Y Change (RMB '000) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | :--- | | China income tax for the period | 14,306 | 295,642 | (281,336) | -95.2% | | China Land Appreciation Tax for the period | 6,006 | 428,946 | (422,940) | -98.6% | | Deferred tax | (13,617) | (194,732) | 181,115 | -93.0% | | Total tax expense for the period | 6,695 | 529,856 | (523,161) | -98.7% | - China income tax is provided at the applicable tax rate of 25%[153] - China Land Appreciation Tax is levied at progressive rates ranging from 30% to 60% on the appreciation of land value[154] 7. (LOSS)/EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT This note discloses the Group's basic and diluted loss per share for the six months ended June 30, 2025, contrasting with the earnings per share for the same period last year - Loss/(Earnings) Per Share Data | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Loss/(Profit) attributable to ordinary equity holders of the parent (RMB '000) | (35,522) | 377,789 | | Weighted average number of ordinary shares in issue during the period | 2,010,768,000 | 2,010,768,000 | | Basic and diluted loss/(earnings) per share | RMB (1.77) cents | RMB 18.79 cents | - During the period ended June 30, 2025, the Group had no outstanding potential dilutive ordinary shares[160] 8. PROPERTY AND EQUIPMENT This note details changes in the Group's property and equipment, including additions, disposals, and impairment losses; as of June 30, 2025, a significant portion of property and equipment was pledged as collateral for bank loans - Changes in Property and Equipment (RMB '000) | Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Cost of additions to property and equipment | 31,016 | 24,835 | | Net book value of property and equipment disposed of | 3,625 | 7,337 | | Impairment loss on property and equipment | 24,186 | – | - As of June 30, 2025, property and equipment with a net book value of approximately RMB 1.507805 billion were pledged as collateral for the Group's interest-bearing bank loans[162] 9. INVESTMENT PROPERTIES This note discloses changes in the fair value and pledge status of the Group's investment properties; as of June 30, 2025, investment properties were revalued by independent valuers, resulting in a fair value loss, with most properties pledged as collateral - Fair Value Changes of Investment Properties (RMB '000) | Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Fair value changes of investment properties | (8,600) | (495,100) | | Disposal of investment properties held for sale | (19,900) | – | - The Group's investment properties as of June 30, 2025, were revalued at fair value with the assistance of independent professional qualified valuer, Huichen Appraisal Advisory Co., Ltd[165] - As of June 30, 2025, certain investment property items with a net book value of approximately RMB 3.005621 billion were pledged as collateral for the Group's interest-bearing bank and other borrowings[166] 10. PROPERTIES UNDER DEVELOPMENT This note describes the changes in the carrying value of the Group's properties under development, which slightly increased as of June 30, 2025, with most located in mainland China - Carrying Value of Properties Under Development (RMB '000) | Indicator | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Carrying value at end of period/year | 447,663 | 439,451 | | Carrying value at beginning of period/year | 439,451 | 3,317,279 | | Additions | 8,212 | 1,749,993 | - Except for one property located in Japan, the remaining properties under development of the Group are all located in mainland China[170] 11. EQUITY INVESTMENTS DESIGNATED AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME This note explains that as of June 30, 2025, the Group's balance of equity investments designated at fair value through other comprehensive income was zero, as the investment in Zhejiang Xin Nong Du was reclassified as an investment in an associate - Equity Investments Designated at Fair Value Through Other Comprehensive Income (RMB '000) | As of | Amount | | :--- | :--- | | June 30, 2025 | – | | December 31, 2024 | 340,354 | - As the Group's equity stake in Zhejiang Xin Nong Du Holdings Group Co., Ltd. increased to 42.5%, giving it significant influence, this equity interest was derecognized as a financial asset and recognized as an investment in an associate as of June 30, 2025[62][173] 12. COMPLETED PROPERTIES HELD FOR SALE This note explains that the carrying value of the Group's completed properties held for sale decreased due to sales, with most properties pledged as collateral for borrowings - Carrying Value of Completed Properties Held for Sale (RMB '000) | Indicator | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Carrying value at end of period/year | 3,910,663 | 4,085,699 | | Cost of properties sold | (175,036) | (1,818,398) | - As of June 30, 2025, certain completed properties held for sale with a carrying value of RMB 2.377202 billion were pledged as collateral for the Group's interest-bearing bank and other borrowings[176] 13. TRADE RECEIVABLES This note provides an aging analysis of the Group's trade receivables, showing an increase in the total amount, with most due within six months - Aging Analysis of Trade Receivables (RMB '000) | Aging | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Within 6 months | 65,119 | 55,063 | | Over 6 months but within 1 year | 7,180 | 4,802 | | Over 1 year but within 2 years | 3,281 | 1,216 | | Total | 75,580 | 61,081 | 14. CASH AND CASH EQUIVALENTS AND RESTRICTED CASH This note details the composition and changes in the Group's cash and cash equivalents and restricted cash; cash and bank balances significantly decreased, and restricted cash also decreased due to specific property development purposes - Cash and Cash Equivalents and Restricted Cash (RMB '000) | Indicator | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | Change (RMB '000) | | :--- | :--- | :--- | :--- | | Cash and bank balances | 225,937 | 886,087 | (660,150) | | Less: Restricted cash | 17,290 | 47,088 | (29,798) | | Cash and cash equivalents | 208,647 | 838,999 | (630,352) | - Restricted cash of approximately RMB 17.29 million (December 31, 2024: RMB 47.088 million) was held in designated bank accounts for specific property development purposes[183] 15. TRADE PAYABLES This note provides an aging analysis of the Group's trade payables, showing a decrease in the total amount, with most due within six months; these amounts are unsecured, interest-free, and typically settled according to construction progress - Aging Analysis of Trade Payables (RMB '000) | Aging | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Within 6 months | 733,802 | 701,370 | | Over 6 months but within 1 year | 330,547 | 828,857 | | Over 1 year but within 2 years | 5,946 | 3,557 | | Over 2 years but within 3 years | 7,006 | 9,524 | | Total | 1,077,301 | 1,543,308 | - The above balances are unsecured and interest-free, and are generally paid according to construction progress[187] 16. INTEREST-BEARING BANK AND OTHER BORROWINGS This note details the composition, repayment terms, interest rates, and collateral for the Group's interest-bearing bank and other borrowings; total borrowings significantly increased, with a larger increase in non-current borrowings and a higher proportion of fixed-rate borrowings, and various Group assets are pledged as collateral - Total Interest-Bearing Bank and Other Borrowings (RMB '000) | Category | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | Change (RMB '000) | | :--- | :--- | :--- | :--- | | Current | 327,079 | 1,072,160 | (745,081) | | Non-current | 4,127,840 | 2,327,020 | 1,800,820 | | Total | 4,454,919 | 3,399,180 | 1,055,739 | - As of June 30, 2025, approximately RMB 1.043919 billion of bank and other borrowings bore interest at fixed rates, with all other bank loans bearing interest at floating rates[190] - Effective Interest Rate and Currency Denomination | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Effective interest rate | 5.10% | 4.73% | | Currency denomination | RMB | RMB | - Details of Pledged Assets (RMB '000) | Asset Class | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Completed properties held for sale | 2,377,202 | 2,328,953 | | Property and equipment | 1,507,805 | 957,123 | | Investment properties | 3,005,621 | 3,043,315 | | Investments in an associate | 318,475 | – | | Total | 7,209,103 | 6,329,391 | - As of June 30, 2025, the Group had no borrowings guaranteed by Mr. Shi Zhongan, a non-executive director[196] 17. SHARE CAPITAL This note indicates that the Company's authorized and issued share capital remained unchanged during the reporting period - Overview of Share Capital | Category | June 30, 2025 (RMB '000) | December 31, 2024 (RMB '000) | | :--- | :--- | :--- | | Authorized share capital (5,000,000,000 ordinary shares of HKD 0.10 each) | HKD 500,000 | HKD 500,000 | | Issued and fully paid share capital (2,010,768,000 ordinary shares of HKD 0.10 each) | 160,220 | 160,220 | 18. RELATED PARTY TRANSACTIONS This note details the Group's outstanding balances and transactions with related parties, including a significant increase in amounts due from Zhong'an Group Co., Ltd., loans provided to related companies, and payments for property services - Outstanding Balances with Related Parties (RMB '000) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Amounts due from Zhong'an Group Co., Ltd. | 965,030 | 237,788 | | Amounts due to related companies (fellow subsidiaries) | 45,315 | 46,479 | - Amounts due from Zhong'an Group Co., Ltd. bear interest at an annual rate of 5%, are unsecured, and have no fixed repayment terms[200] - Amounts due to fellow subsidiaries are interest-free, unsecured, and have no fixed repayment terms[206] - Transactions with Related Parties (RMB '000) | Type of Transaction | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Repayment to related companies (fellow subsidiaries) | 1,164 | 282,300 | | Loans provided to related companies (fellow subsidiaries) | 727,242 | 237,788 | | Property management fees | 4,576 | 5,649 | | Community value-added service fees | 80 | 499 | | Value-added service fees primarily provided to property developers | 892 | 3,669 | | Total property service fees | 5,548 | 9,817 | | Total remuneration for key management personnel | 2,950 | 3,222 | 19. COMMITMENTS This note discloses the Group's capital commitments for property development expenditures as of the end of the reporting period, with the total amount remaining relatively stable - Capital Commitments for Property Development Expenditures (RMB '000) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Contracted but not provided for: properties under development | 156,839 | 160,697 | 20. CONTINGENT LIABILITIES This note explains that the Group's guarantees for property buyers' mortgage loans constitute contingent liabilities, with the total amount decreasing; directors believe the net realizable value of the related properties is sufficient to cover potential default risks, thus no provision has been made - Overview of Contingent Liabilities (RMB '000) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Guarantees given to banks for mortgage loans granted to purchasers of the Group's properties | 286,410 | 359,727 | - The Group provided guarantees for mortgage loans granted by certain banks to purchasers of the Group's properties[227] - The directors believe that in the event of default, the net realizable value of the related properties would be sufficient to repay the outstanding mortgage loans and any accrued interest and penalties, thus no provision has been made for these guarantees[228] 21. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS This note elaborates on the fair value measurement of the Group's financial instruments and their classification within the fair value hierarchy; the fair value of fixed-rate interest-bearing borrowings is calculated by discounting future cash flows, while unlisted equity investments use market valuation methods, with no fair value measurement transfers between levels during the period - Fair Value of Interest-Bearing Bank and Other Borrowings (RMB '000) | Indicator | June 30, 2025 (Unaudited) | December 31, 2024 (Unaudited) | | :--- | :--- | :--- | | Carrying value | 1,043,919 | 390,680 | | Fair value | 1,061,253 | 412,601 | - Management has assessed that the fair values of current financial instruments such as cash and cash equivalents, current portion of restricted cash, trade receivables, and trade payables approximate their carrying values[232] - The fair value of unlisted equity investments is estimated using market valuation approaches, considering discounts for lack of marketability[236][242] - The fair value hierarchy is categorized into three levels: Level 1 (quoted prices in active markets), Level 2 (significant observable inputs), and Level 3 (significant unobservable inputs)[246] - Fair Value Measurement Hierarchy of Financial Instruments (RMB '000) | Item | Level 1 | Level 2 | Level 3 | Total | | :--- | :--- | :--- | :--- | :--- | | June 30, 2025: Financial assets at fair value through profit or loss | 36 | – | – | 36 | | June 30, 2025: Equity investments designated at fair value through other comprehensive income | – | – | – | – | | December 31, 2024: Financial assets at fair value through profit or loss | 37 | – | – | 37 | | December 31, 2024: Equity investments designated at fair value through other comprehensive income | – | – | 340,354 | 340,354 | - During the reporting period, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfers into or out of Level 3[253] 22. EVENT AFTER THE REPORTING PERIOD This note discloses a significant event after the reporting period, specifically the Company's repurchase and cancellation of shares in July 2025, arising from the Xin Nong Du acquisition transaction - In July 2025, the Company repurchased and cancelled 166,744,883 shares arising from the Xin Nong Du acquisition transaction[251][254] 23. APPROVAL OF THE INTERIM CONDENSED FINANCIAL STATEMENTS This note confirms that the interim condensed financial statements were approved and authorized for issue by the Board of Directors on August 22, 2025 - The interim condensed financial statements were approved and authorized for issue by the Board of Directors on August 22, 2025[252][255] Other Information DIRECTORS' AND CHIEF EXECUTIVE'S INTERESTS AND SHORT POSITIONS IN THE SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY OR ANY ASSOCIATED CORPORATION This chapter discloses the interests and short positions of directors and the chief executive in the shares, underlying shares, and debentures of the Company or any associated corporation, with Mr. Shi Zhongan holding significant long positions in the Company and Zhong'an Group Co., Ltd. through controlled corporations - Mr. Shi Zhongan holds 1,358,859,594 shares in the Company (representing approximately 67.58% of the equity interest) through controlled corporations[258][265] - Mr. Shi Zhongan holds 3,262,411,200 shares in Zhong'an Group Co., Ltd. (representing approximately 57.89% of the equity interest) through controlled corporations[258][265] - Mr. Shi Zhongan wholly owns Quanhao Management Limited[258] DIRECTORS' RIGHTS TO ACQUIRE SHARES OR DEBENTURES During the period, no rights to acquire benefits by way of acquisition of shares or debentures of the Company were granted to or exercised by any director or their respective spouses or minor children - At no time during the period were any rights granted to or exercised by any director or their respective spouses or minor children to acquire benefits by way of acquisition of shares or debentures of the Company[261][264] SUBSTANTIAL SHAREHOLDERS' INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES This chapter lists substantial shareholders, other than directors and the chief executive, with interests or short positions in the Company's shares and underlying shares, primarily Ideal World, Zhong'an, and Quanhao, all related to Mr. Shi Zhongan - Substantial Shareholders' Interests in Shares (Long Positions) | Name of Shareholder | Capacity/Nature of Interest | Number of Shares Held | Percentage of the Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | Ideal World | Beneficial owner | 1,327,556,000 shares | 66.02% | | Zhong'an | Interest in controlled corporation | 1,327,556,000 shares | 66.02% | | Quanhao | Interest in controlled corporation | 1,327,556,000 shares | 66.02% | | Quanhao | Beneficial owner | 31,303,594 shares | 1.56% | - Ideal World is a wholly-owned subsidiary of Zhong'an, and approximately 57.89% of Zhong'an's entire issued share capital is owned by Quanhao (wholly owned by Mr. Shi Zhongan)[267] SHARE OPTION SCHEME The Company's share option scheme expired on May 19, 2025, and as of that date, there were no outstanding share options under the scheme - The Company's share option scheme was adopted on May 20, 2015, and expired on May 19, 2025[270][275] - As of January 1, 2025, and May 19, 2025 (the expiry date of the scheme), there were no outstanding share options under the scheme[270][275] INTERIM DIVIDEND The Board of Directors does not recommend the payment of any interim dividend for the current period - The Board does not recommend the payment of any interim dividend for the current period (six months ended June 30, 2024: nil)[271][276] COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE The Board has reviewed the Company's corporate governance practices and confirms compliance with the applicable provisions of the Corporate Governance Code during the period and up to the report date - The Board has adopted the applicable principles and code provisions of the Corporate Governance Code set out in Appendix C1 to the Listing Rules[272][277] - The Board confirms that the Company has applied the principles and complied with the applicable code provisions of the Corporate Governance Code during the period and up to the date of this report[272][277] MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS The Company has adopted a code of conduct for directors' securities transactions no less exacting than the Model Code in Appendix C3 of the Listing Rules, and all directors confirmed compliance during the period - The Company has adopted a code of conduct for directors' securities transactions on terms no less exacting than the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Listing Rules[273][278] - All directors have confirmed that they have complied with the required standards set out in the Model Code and the Company's code of conduct for securities transactions during the period[274][278] REVIEW OF THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENT The Company's Audit Committee, comprising three independent non-executive directors, has reviewed the unaudited interim condensed consolidated financial information for the period with management and the auditor, Ernst & Young - The Audit Committee is chaired by Mr. Lin Youyao, with other members being Mr. Xu Chengfa and Mr. Yuan Yuan, all of whom are independent non-executive directors[279][283] - The interim condensed consolidated financial information for the period is unaudited but has been reviewed by the Audit Committee and the Company's auditor, Ernst & Young[279][283] PURCHASE, SALE OR REDEMPTION OF LISTED SECURITIES OF THE COMPANY During the period, neither the Company nor any of its subsidiaries repurchased, sold, or redeemed any of its shares - During the period, neither the Company nor any of its subsidiaries repurchased, sold, or redeemed any of its shares[280][284] MATERIAL CHANGES Except as disclosed in this interim report, there have been no material changes concerning the Group's business development, prospects, or financial position, nor any significant events affecting the Group since the publication of the Company's 2024 annual report - Except as disclosed in this interim report, there have been no material changes concerning the Group's business development, prospects, or financial position, nor any significant events affecting the Group since the publication of the Company's 2024 annual report[281][285] EVENTS AFTER THE REPORTING PERIOD This chapter discloses a significant event after the reporting period, specifically the Company's repurchase and cancellation of shares in July 2025 arising from the Xin Nong Du acquisition transaction, with no other material matters - In July 2025, the Company repurchased and cancelled 166,744,883 shares arising from the Xin Nong Du acquisition transaction[282][286] - Save as disclosed above, the Board is not aware of any other material events that have occurred after June 30, 2025, and up to the date of this report that require disclosure[282][286]