建发国际集团(01908) - 2025 - 中期财报

Company Information This section details the company's board composition, committee structures, and lists key professional advisors and contact information Board Composition This chapter lists the members of the company's board of directors, including executive, non-executive, and independent non-executive directors, noting appointment/resignation dates for some - Executive Directors include Mr. Lin Weiguo (Chairman), Mr. Tian Meitan (CEO), Ms. Zhao Chengmin, and Mr. Xu Yixuan[4] - Non-executive Director Mr. Xu Xiaoxi was appointed on May 13, 2025, while Mr. Huang Wenzhou and Mr. Zheng Yongda resigned on the same day[4] - Independent Non-executive Directors include Mr. Huang Wei, Mr. Huang Daren, Mr. Chen Zhenyi, and Mr. Dai Yiyi[5] Committee Composition This chapter details the membership of the company's Audit, Remuneration, and Nomination Committees, identifying the chairman for each - The Audit Committee is chaired by Mr. Huang Wei, with members including Mr. Huang Daren, Mr. Chen Zhenyi, and Mr. Dai Yiyi[5] - The Remuneration Committee is chaired by Mr. Huang Daren, with members including Mr. Huang Wei, Mr. Chen Zhenyi, and Mr. Dai Yiyi[5] - The Nomination Committee is chaired by Mr. Lin Weiguo, with members including Mr. Chen Zhenyi, Mr. Huang Wei, Mr. Huang Daren, and Mr. Dai Yiyi[7] Professional Advisors and Offices This chapter lists the company's independent auditor, principal bankers, registered office, main operating locations, share registrar, legal counsel, stock code, and website - The independent auditor is Grant Thornton Hong Kong Limited[8] - Principal bankers include Agricultural Bank of China, Bank of China, Bank of Communications, China CITIC Bank, China Construction Bank, China Merchants Bank, Industrial and Commercial Bank of China, Industrial Bank, Postal Savings Bank of China, and Shanghai Pudong Development Bank[8] - The company's stock code is 1908, and its official website is www.cndintl.com[11](index=11&type=chunk) Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income This section presents the interim condensed consolidated statement of profit or loss and other comprehensive income, highlighting key financial performance metrics Profit or Loss Performance For the six months ended June 30, 2025, the Group's revenue increased by 4.3% year-on-year to RMB 34.16 billion, and gross profit increased by 12.8% to RMB 4.40 billion. Profit for the period grew by 4.7% to RMB 1.50 billion, with profit attributable to equity holders of the Company increasing by 11.8% to RMB 910 million Key Data from Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | For the six months ended June 30, 2025 (RMB thousands) | For the six months ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | Revenue | 34,164,664 | 32,753,303 | | Cost of sales | (29,762,390) | (28,850,554) | | Gross profit | 4,402,274 | 3,902,749 | | Other income | 354,150 | 409,133 | | Loss on fair value change of investment properties | (34,849) | (1,369) | | Administrative expenses | (986,783) | (926,748) | | Selling expenses | (1,392,190) | (1,436,784) | | Finance costs | (466,897) | (266,707) | | Profit before income tax | 2,254,661 | 2,007,694 | | Income tax expense | (750,096) | (571,216) | | Profit for the period | 1,504,565 | 1,436,478 | | Profit attributable to equity holders of the Company | 913,748 | 817,068 | | Basic earnings per share (RMB cents) | 48.09 | 47.30 | | Diluted earnings per share (RMB cents) | 45.18 | 42.95 | - Total comprehensive income for the period was RMB 1,538,636 thousand, an increase from RMB 1,408,741 thousand in the prior year period[15] Interim Condensed Consolidated Statement of Financial Position This section presents the interim condensed consolidated statement of financial position, outlining the Group's assets, liabilities, and equity at the reporting date Assets and Liabilities Overview As of June 30, 2025, the Group's total assets reached RMB 443.93 billion, a 7.62% increase from the end of 2024. Both non-current and current assets grew, with properties under development increasing significantly. Total liabilities rose by 8.69% to RMB 336.93 billion, while total equity increased by 4.39% to RMB 107.00 billion Key Data from Interim Condensed Consolidated Statement of Financial Position | Indicator | As of June 30, 2025 (RMB thousands) | As of December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Non-current assets | 38,169,696 | 35,098,138 | | Current assets | 405,762,687 | 377,385,247 | | Total assets | 443,932,383 | 412,483,385 | | Current liabilities | 258,166,809 | 231,144,664 | | Non-current liabilities | 78,764,449 | 78,833,828 | | Total liabilities | 336,931,258 | 309,978,492 | | Equity attributable to owners of the Company | 38,507,230 | 37,559,870 | | Non-controlling interests | 68,493,895 | 64,945,023 | | Total equity | 107,001,125 | 102,504,893 | - Properties under development increased from RMB 223,028,034 thousand at the end of 2024 to RMB 243,923,464 thousand as of June 30, 2025[16] - Contract liabilities increased from RMB 159,457,346 thousand at the end of 2024 to RMB 184,410,331 thousand as of June 30, 2025[17] Interim Condensed Consolidated Statement of Changes in Equity This section presents the interim condensed consolidated statement of changes in equity, detailing movements in equity components over the reporting period Analysis of Changes in Equity This chapter details the changes in equity for the six months ended June 30, 2025. Total comprehensive income for the period was RMB 1,538,636 thousand, including profit attributable to equity holders of RMB 913,748 thousand. Significant contributions came from non-controlling interests, and the 2024 final dividend was settled in cash and new shares - As of June 30, 2025, total equity was RMB 107,001,125 thousand, an increase from RMB 102,504,893 thousand as of January 1, 2025[22] - Total comprehensive income for the period was RMB 1,538,636 thousand, comprising profit for the period of RMB 1,504,565 thousand and currency translation differences of RMB 34,071 thousand[22] - Capital contributions from non-controlling interests amounted to RMB 3,381,372 thousand, significantly contributing to total equity[22] - The 2024 final dividend was settled with approximately RMB 318,081 thousand in cash and the issuance of new shares totaling approximately RMB 1,887,775 thousand[22][23] Interim Condensed Consolidated Statement of Cash Flows This section presents the interim condensed consolidated statement of cash flows, detailing cash movements from operating, investing, and financing activities Cash Flow Analysis For the six months ended June 30, 2025, the Group generated net cash inflow from operating activities of RMB 12.03 billion, compared to a net outflow in the prior year. Net cash outflow from investing activities was RMB 12.45 billion, and net cash outflow from financing activities was RMB 530 million. Cash and cash equivalents at period-end totaled RMB 53.29 billion Key Data from Interim Condensed Consolidated Statement of Cash Flows | Indicator | For the six months ended June 30, 2025 (RMB thousands) | For the six months ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | Net cash from/(used in) operating activities | 12,031,348 | (3,411,876) | | Net cash (used in)/from investing activities | (12,448,840) | 811,866 | | Net cash used in financing activities | (529,193) | (2,268,153) | | Net decrease in cash and cash equivalents | (946,685) | (4,868,163) | | Cash and cash equivalents as of June 30 | 53,294,875 | 46,255,626 | - Cash used in financing activities for repayment of interest-bearing borrowings, indirect holding company loans, and amounts due to non-controlling interests was approximately RMB 123,521.16 million, an increase from approximately RMB 117,912.22 million in the prior year period[25] Notes to the Unaudited Interim Condensed Consolidated Financial Information This section provides detailed notes to the unaudited interim condensed consolidated financial information, explaining the basis of preparation, significant accounting policies, and specific financial items 1. General Information This note clarifies that the interim financial information is presented in RMB thousands, despite the functional currency being HKD, and identifies the company's direct, indirect, and ultimate holding companies - The interim financial information is presented in RMB thousands, while the Company's functional currency is HKD[26][29] - The Company's ultimate holding company is Xiamen C&D Group Co., Ltd[27][30] 2. Basis of Preparation This note states that the interim financial information is prepared in accordance with HKAS 34 and Appendix D2 of the Listing Rules, and should be read in conjunction with the Group's annual consolidated financial statements for the year ended December 31, 2024 - The interim financial information has been prepared in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting' issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of Appendix D2 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[28][31] - The interim financial information should be read in conjunction with the Group's annual consolidated financial statements for the year ended December 31, 2024[28][32] 3. Adoption of New and Revised Hong Kong Financial Reporting Standards ("HKFRSs") This note explains the Group's adoption of new and revised HKFRSs on January 1, 2025, including HKAS 21 (Amendment) "Lack of Exchangeability," which had no material impact on current or prior period results. It also lists standards issued but not yet effective, which are also not expected to have a significant impact - The Group adopted new and revised HKFRSs on January 1, 2025, including HKAS 21 (Amendment) 'Lack of Exchangeability'[33][35] - The adoption of new and revised HKFRSs had no material impact on the preparation and presentation of the results and financial position for the current and prior periods[35] - HKFRSs issued but not yet effective include HKFRS 18, HKFRS 19, and amendments to HKFRS 9, which are not expected to have a significant impact on the Group's consolidated financial statements[37][39] 4. Revenue and Segment Information This note explains that the Group determines operating segments based on reports reviewed by the chief operating decision-maker, primarily engaging in property development, property management, and related services. Most of the Group's revenue and results are from the China market. Revenue is analyzed by business type and recognition timing - The Group primarily engages in property development, property management, and other related services, identified as a single segment[42] - The majority of the Group's revenue and results are derived from the China market, hence no geographical information is presented[43] Group Revenue Analysis | Revenue Source | For the six months ended June 30, 2025 (RMB thousands) | For the six months ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | Property development | 32,143,307 | 31,010,852 | | Property management and other related services | 2,021,357 | 1,742,451 | | Total | 34,164,664 | 32,753,303 | Revenue Recognition Timing Analysis | Revenue Recognition Timing | For the six months ended June 30, 2025 (RMB thousands) | For the six months ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | At a point in time | 32,213,056 | 31,121,612 | | Over a period of time | 1,951,608 | 1,631,691 | | Total | 34,164,664 | 32,753,303 | 5. Other Income This note lists the components of the Group's other income, primarily including bank interest income, interest income from loans to associates and joint ventures, compensation income, government grants, and sundry income. Total other income for the period was RMB 354,150 thousand, a decrease from the prior year Other Income Details | Other Income Source | For the six months ended June 30, 2025 (RMB thousands) | For the six months ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | Bank interest income | 249,468 | 318,965 | | Interest income from loans to associates | 24,099 | 20,080 | | Interest income from loans to joint ventures | 7,359 | 11,261 | | Compensation income | 21,185 | 16,492 | | Government grants | 10,285 | 11,246 | | Fair value change (loss)/gain on financial assets at fair value through profit or loss | (4,000) | 1,000 | | Sundry income | 28,063 | 25,240 | | Total | 354,150 | 409,133 | 6. Finance Costs This note provides a detailed analysis of the Group's finance costs, including interest expenses on bank borrowings, indirect holding company loans, amounts due to non-controlling shareholders and related companies, and the significant financing component of contract liabilities. Total borrowing costs were RMB 3,253,739 thousand, with net finance costs of RMB 466,897 thousand after deducting capitalized interest Finance Costs Details | Finance Cost Item | For the six months ended June 30, 2025 (RMB thousands) | For the six months ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | Interest expense on bank borrowings | 399,215 | 502,061 | | Interest expense on indirect holding company loans | 960,110 | 1,029,169 | | Amounts due to non-controlling shareholders | 95,341 | 37,052 | | Amounts due to associates | 39,260 | 16,077 | | Amounts due to joint ventures | 8,025 | 3,742 | | Significant financing component of contract liabilities | 1,750,473 | 2,509,394 | | Finance costs on lease liabilities | 1,315 | 2,828 | | Total borrowing costs | 3,253,739 | 4,100,323 | | Less: Capitalized interest | (2,786,842) | (3,833,616) | | Finance costs | 466,897 | 266,707 | - Borrowing costs were capitalized at applicable annual interest rates ranging from 0.95% to 10.0% (prior year period: 1.30% to 10.0% per annum)[52] 7. Profit Before Income Tax This note lists the various expenses and income deducted or included in the calculation of profit before income tax, such as cost of properties sold, depreciation, expected credit loss provisions, net foreign exchange losses, and property inventory provisions Items for Profit Before Income Tax Calculation | Item | For the six months ended June 30, 2025 (RMB thousands) | For the six months ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | Cost of properties sold | 28,244,621 | 27,441,170 | | Depreciation: owned assets | 13,490 | 16,294 | | Depreciation: right-of-use assets | 57,732 | 36,766 | | Provision for/(reversal of) expected credit losses on loans to associates and joint ventures | 20,629 | (65,225) | | Reversal of expected credit losses on trade and other receivables | (4,646) | (29,753) | | Provision for expected credit losses on amounts due from non-controlling interests | 4,003 | 5,086 | | Net foreign exchange loss/(gain) | 9,728 | (2,837) | | Provision for property inventories and other contract costs | 392,815 | 284,937 | 8. Income Tax Expense This note details the Group's income tax expense, primarily comprising China corporate income tax, China land appreciation tax, and deferred tax. For the six months ended June 30, 2025, total income tax expense was RMB 750,096 thousand, an increase from the prior year. No Hong Kong profits tax provision was made, and China corporate income tax is calculated at a 25% rate Income Tax Expense Details | Income Tax Expense Item | For the six months ended June 30, 2025 (RMB thousands) | For the six months ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | China Corporate Income Tax ("CIT") — Current | 1,731,246 | 1,009,099 | | China Land Appreciation Tax ("LAT") | 100,665 | 160,112 | | Deferred tax | (1,081,815) | (597,995) | | Total income tax expense | 750,096 | 571,216 | - The Group did not generate any assessable profits in Hong Kong for the six months ended June 30, 2025 and 2024, thus no provision for Hong Kong profits tax was made[57] - China corporate income tax is provided at a rate of 25%, and China land appreciation tax is calculated at progressive rates ranging from 30% to 60%[57][59] 9. Dividends This note states that the Board of Directors resolved not to declare an interim dividend for the current period, consistent with the prior year - The Board of Directors has resolved not to declare an interim dividend for the current period (prior year period: nil)[58][63] 10. Earnings Per Share This note details the calculation methods and results for both basic and diluted earnings per share. As of June 30, 2025, basic earnings per share was RMB 48.09 cents, and diluted earnings per share was RMB 45.18 cents Basic Earnings Per Share Calculation | Indicator | For the six months ended June 30, 2025 (RMB thousands) | For the six months ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | Profit attributable to equity holders of the Company | 913,748 | 817,068 | | Weighted average number of ordinary shares in issue during the period (thousand shares) | 1,899,953 | 1,727,565 | | Earnings per share (expressed in RMB cents per share) | 48.09 | 47.30 | Diluted Earnings Per Share Calculation | Indicator | For the six months ended June 30, 2025 (RMB thousands) | For the six months ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | Profit attributable to equity holders of the Company for diluted EPS calculation | 910,394 | 813,813 | | Weighted average number of ordinary shares for diluted EPS calculation (thousand shares) | 2,014,875 | 1,894,991 | | Earnings per share (expressed in RMB cents per share) | 45.18 | 42.95 | - The restricted shares granted by the Company have a potential dilutive effect on earnings per share, which has been adjusted in the diluted earnings per share calculation[68][69] 11. Investment Properties This note outlines the changes in the carrying amount of investment properties, including fair value changes and transfers from completed properties held for sale. As of June 30, 2025, the carrying amount of investment properties was RMB 3,016,927 thousand, with some properties pledged. The note also details the valuation process, methodology, and fair value hierarchy, with all investment properties classified as Level 3 Changes in Carrying Amount of Investment Properties | Change Item | As of June 30, 2025 (RMB thousands) | As of December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Carrying amount as of January 1 | 2,778,052 | 1,668,273 | | Fair value change of investment properties | (34,849) | (364,658) | | Transfer from completed properties held for sale | 273,724 | 1,469,572 | | Carrying amount as of period-end | 3,016,927 | 2,778,052 | - As of June 30, 2025, investment properties with a fair value of RMB 623,000 thousand were pledged to banks to secure the Group's bank borrowings[73][74] - The fair value of investment properties is determined by independent professional qualified valuers using the direct capitalization approach or income approach, and is classified as Level 3 of the fair value hierarchy[78][79][83][85][86] 12. Other Financial Assets This note discloses the Group's other non-current financial assets, primarily unlisted equity securities measured at fair value through profit or loss. As of June 30, 2025, these assets amounted to RMB 107,877 thousand Other Financial Assets Details | Item | As of June 30, 2025 (RMB thousands) | As of December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Financial assets at fair value through profit or loss: Unlisted equity securities | 107,877 | 111,538 | 13. Properties Under Development, Other Inventories and Other Contract Costs This note provides a detailed classification of properties under development, properties held for sale, other inventories, and other contract costs. As of June 30, 2025, properties under development and properties held for sale totaled RMB 263,501,675 thousand. Some properties under development are pledged, and capitalized contract costs primarily consist of sales commissions Properties Under Development, Other Inventories and Other Contract Costs Details | Item | As of June 30, 2025 (RMB thousands) | As of December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Properties under development | 243,923,464 | 223,028,034 | | Properties held for sale | 19,578,211 | 21,739,904 | | Other inventories | 207,958 | 235,345 | | Other contract costs | 2,483,833 | 2,026,697 | | Total | 266,193,466 | 247,029,980 | | Less: Inventory provision | (4,930,736) | (5,754,234) | - As of June 30, 2025, properties under development with a carrying amount of RMB 23,733,157 thousand were pledged to banks to secure the Group's bank borrowings[97] - Capitalized contract costs primarily represent incremental sales commissions paid to property agents, with RMB 453,840 thousand recognized in profit or loss during the period[98] 14. Trade and Other Receivables This note presents the composition of the Group's trade and other receivables, including amounts due from third parties, related parties, deposits, prepayments, and VAT receivables, net of loss allowances. As of June 30, 2025, total trade and other receivables amounted to RMB 17,081,217 thousand. The note also provides an aging analysis of trade receivables and changes in loss allowances Trade and Other Receivables Details | Item | As of June 30, 2025 (RMB thousands) | As of December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Trade receivables (net of loss allowance) | 3,026,920 | 3,232,006 | | Other receivables (net of loss allowance) | 14,054,297 | 12,903,720 | | Total | 17,081,217 | 16,135,726 | Aging Analysis of Trade Receivables (Net of Loss Allowance) | Aging | As of June 30, 2025 (RMB thousands) | As of December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | 0 to 30 days | 262,881 | 1,840,753 | | 31 to 90 days | 192,930 | 7,355 | | 91 to 180 days | 195,265 | 444,524 | | 181 to 365 days | 1,750,168 | 165,538 | | Over 1 year | 625,676 | 773,836 | | Total | 3,026,920 | 3,232,006 | - Loss allowance for trade receivables decreased by RMB 10,205 thousand during the period, while loss allowance for other receivables increased by RMB 5,559 thousand[102][105] 15. Bank and Cash Balances This note presents the Group's bank and cash balances and restricted bank deposits. As of June 30, 2025, the total amounted to RMB 56,255,461 thousand. Most bank balances are denominated in RMB and held in China, subject to foreign exchange control regulations. Restricted bank deposits primarily serve as guarantee deposits for pre-sold properties under construction Bank and Cash Balances Details | Item | As of June 30, 2025 (RMB thousands) | As of December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Bank and cash balances | 53,294,875 | 54,245,647 | | Restricted bank deposits | 2,960,586 | 3,013,506 | | Total | 56,255,461 | 57,259,153 | - Bank balances of RMB 56,049,923 thousand are denominated in RMB and held in banks in China, where RMB is not freely convertible[108][110] - Restricted bank deposits primarily represent guarantee deposits for pre-sold properties under construction, which can only be used to pay construction costs upon approval from relevant government authorities[109][111] 16. Trade and Other Payables This note provides a detailed classification of the Group's trade and other payables. As of June 30, 2025, trade payables amounted to RMB 25,887,266 thousand, and other payables totaled RMB 6,130,663 thousand, with a grand total of RMB 32,017,929 thousand. The note also includes an aging analysis of trade payables Trade and Other Payables Details | Item | As of June 30, 2025 (RMB thousands) | As of December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Trade payables | 25,887,266 | 25,851,482 | | Advances received and other payables | 165,233 | 108,085 | | Accrued interest | 28,923 | 28,586 | | Accrued salaries | 416,149 | 955,979 | | VAT payable | 373,918 | 938,856 | | Deposits received | 820,103 | 717,576 | | Accrued expenses | 2,220,834 | 2,111,069 | | Collections and payments on behalf of others | 877,267 | 934,285 | | Payables for restricted share incentive scheme | 882,169 | 1,084,739 | | Dividends payable | 346,067 | – | | Total | 32,017,929 | 32,730,657 | Aging Analysis of Trade Payables | Aging | As of June 30, 2025 (RMB thousands) | As of December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | 0 to 30 days | 12,093,181 | 16,515,253 | | 31 to 60 days | 3,786,806 | 1,997,491 | | 61 to 90 days | 1,162,549 | 1,138,791 | | Over 90 days | 8,844,730 | 6,199,947 | | Total | 25,887,266 | 25,851,482 | 17. Amounts Due from/(to) Related Companies/Non-controlling Interests/Indirect Holding Company Loans This note details the Group's receivables from/payables to related parties and indirect holding company loans. As of June 30, 2025, net amounts due from non-controlling interests were RMB 52,684,641 thousand, amounts due to related companies were RMB 22,172,561 thousand, and indirect holding company loans were RMB 45,328,009 thousand. Some amounts are interest-bearing, and indirect holding company loans are unsecured Related Party Balances Details | Item | As of June 30, 2025 (RMB thousands) | As of December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Amounts due from non-controlling interests (net of loss allowance) | 52,684,641 | 48,685,189 | | Amounts due to related companies | 22,172,561 | 21,355,737 | | Amounts due to non-controlling interests | 7,833,977 | 6,996,648 | | Indirect holding company loans (non-current liabilities) | 45,328,009 | 50,752,538 | - Amounts due from non-controlling interests of RMB 651,634 thousand bear interest at annual rates ranging from 1.92% to 6.5%; amounts due to non-controlling interests of RMB 1,670,006 thousand bear interest at annual rates ranging from 3.5% to 10%[120][123] - Indirect holding company loans are unsecured, bear interest at an effective annual rate of 4.06% (December 31, 2024: 4.45%), and are not repayable within one year[121][124] - Loss allowance for amounts due from non-controlling interests increased by RMB 4,003 thousand to RMB 52,737 thousand during the period[127] 18. Interest-Bearing Borrowings This note provides detailed information on the Group's interest-bearing borrowings, including secured and unsecured bank loans and their repayment terms. As of June 30, 2025, total bank loans amounted to RMB 41,111,718 thousand, mostly secured by properties under development and investment properties, with unsecured portions guaranteed by holding companies Interest-Bearing Borrowings Details | Borrowing Type | As of June 30, 2025 (RMB thousands) | As of December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Bank loans — Secured | 6,644,137 | 6,821,723 | | Bank loans — Unsecured | 34,467,581 | 26,925,174 | | Total bank loans | 41,111,718 | 33,746,897 | Bank Loan Repayment Schedule | Repayment Period | As of June 30, 2025 (RMB thousands) | As of December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Within one year or on demand | 8,100,151 | 6,124,502 | | In the second year | 12,136,868 | 11,201,871 | | In the third to fifth year | 20,593,008 | 16,127,149 | | After the fifth year | 281,691 | 293,375 | | Total | 41,111,718 | 33,746,897 | - Bank loans are secured by properties under development with a carrying amount of approximately RMB 23,733,157 thousand and investment properties with a fair value of approximately RMB 623,000 thousand[132][134] - Unsecured borrowings are guaranteed by C&D Inc., C&D Real Estate, and certain non-controlling interests, with bank loans bearing interest at effective annual rates ranging from 0.95% to 3.05%[135][136] 19. Share Capital This note describes the Company's authorized and issued share capital. As of June 30, 2025, the issued and fully paid share capital consisted of 2,017,177,631 ordinary shares of HKD 0.1 each, amounting to RMB 174,233 thousand Share Capital Details | Item | Number of Shares | Amount (RMB thousands) | | :--- | :--- | :--- | | Authorized share capital (ordinary shares of HKD 0.1 each) | 3,000,000,000 | 254,870 | | Issued and fully paid share capital (ordinary shares of HKD 0.1 each) | 2,017,177,631 | 174,233 | 20. Significant Related Party Transactions This note discloses significant transactions between the Group and related parties, including interest expenses on indirect holding company loans, interest income/expenses on loans to associates and joint ventures, procurement of raw materials from indirect holding companies, and construction management fees received. It also lists key management personnel compensation Significant Related Party Transactions Details | Nature of Transaction | For the six months ended June 30, 2025 (RMB thousands) | For the six months ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | Interest expense on indirect holding company loans | 960,110 | 1,029,169 | | Interest income from loans to associates | (24,099) | (20,080) | | Interest expense on loans to associates | 39,260 | 16,077 | | Interest income from loans to joint ventures | (7,359) | (11,261) | | Construction management fees received from fellow subsidiaries | 9,897 | 11,032 | | Raw materials procured from indirect holding companies | 103,898 | 201,918 | - Indirect holding company C&D Real Estate agreed to provide loan financing of up to RMB 60,000 million for project development, at an annual interest rate of 4.06% (prior year period: 4.45%)[142] Key Management Personnel Compensation | Compensation Item | For the six months ended June 30, 2025 (RMB thousands) | For the six months ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | Basic salaries and allowances | 6,542 | 6,398 | | Contributions to retirement benefit schemes | 140 | 122 | | Share-based payments | 3,000 | 5,768 | | Total | 9,682 | 12,288 | 21. Events After the Reporting Period This note discloses two significant post-reporting period events: the company allotted and issued 158,376,501 ordinary shares on July 8, 2025, under a scrip dividend scheme, and issued 64,600,000 ordinary shares on August 5, 2025, under a placing and subscription agreement - On July 8, 2025, the Company allotted and issued 158,376,501 ordinary shares under a scrip dividend scheme[146][148] - On August 5, 2025, the Company issued a total of 64,600,000 ordinary shares under a placing and subscription agreement dated July 22, 2025[147][149] Management Discussion and Analysis This section provides management's discussion and analysis of the Group's financial performance, operational review, and future outlook, including market conditions and strategic initiatives Market Review In the first half of 2025, the domestic and international economic situation was complex, and the real estate market was still in the process of stabilizing, with national new commercial housing sales decreasing by 5.5% year-on-year. Industry differentiation intensified, with demand for improved housing in core areas becoming mainstream, and customers demanding higher quality, intelligence, green features, and digitalization, shifting corporate competition towards products, brands, technology, and supply chains - In the first half of 2025, national new commercial housing sales reached RMB 4,424.1 billion, a year-on-year decrease of 5.5%, marking the lowest level in nearly four years[150][151] - The differentiation trend in the real estate industry became more pronounced, with demand for improved housing in core areas becoming the current mainstream, and customers demanding higher quality, location, functionality, environment, amenities, and services[150][151] - Intelligent, green, and digital features have become industry development trends, and competition among real estate enterprises has shifted towards products, brands, technology, and supply chains[152] Business Review The Group primarily engages in property development, real estate industry chain investment services, and emerging industry investments. During the period, total revenue was approximately RMB 34.16 billion, a year-on-year increase of 4.3%; gross profit was approximately RMB 4.40 billion, a year-on-year increase of 12.8%; and profit attributable to equity holders of the Company was approximately RMB 910 million, a year-on-year increase of 11.8% - The Group primarily engages in property development, real estate industry chain investment services, and emerging industry investments, with property development being the main source of revenue[154] Key Business Financial Data for the Period | Indicator | H1 2025 (RMB billions) | H1 2024 (RMB billions) | Y-o-Y Growth (%) | | :--- | :--- | :--- | :--- | | Revenue | 341.6 | 327.5 | 4.3% | | Gross profit | 44.0 | 39.0 | 12.8% | | Profit attributable to equity holders of the Company | 9.1 | 8.2 | 11.8% | Property Development Business The Group's property development business revenue accounted for 94.1% of total revenue, reaching RMB 32.14 billion in the current period, a year-on-year increase. Despite a decrease in total GFA delivered, higher average selling prices in certain cities drove revenue growth. Contracted sales increased by 4.9% year-on-year to RMB 53.35 billion, but GFA attributable to shareholders from contracted sales decreased by 18.4%. As of June 30, 2025, land reserves available for sale totaled approximately 12.71 million square meters - Revenue from property development business reached approximately RMB 32.14 billion, an increase of approximately RMB 1.13 billion year-on-year, accounting for approximately 94.1% of the Group's total revenue[157][158] - Total gross floor area of properties delivered was approximately 1.901 million square meters, a decrease of approximately 0.151 million square meters from the prior year period, but property development revenue still increased due to higher average selling prices per square meter for properties delivered in certain cities[157][158][179] - The Group, together with its joint ventures and associates, achieved cumulative contracted sales attributable to the Company's shareholders of approximately RMB 53.35 billion, a year-on-year increase of approximately 4.9%[163][164] - Cumulative contracted sales GFA attributable to shareholders was approximately 2.008 million square meters, a year-on-year decrease of approximately 18.4%[163][164] - As of June 30, 2025, the Group's land reserves available for sale in China amounted to approximately 12.71 million square meters[169] Financial Review During the period, the Group's revenue grew by 4.3% to RMB 34.16 billion, with property development accounting for 94.08% and property management and other related services growing by 16.0%. Gross profit margin improved to 12.89%, mainly due to higher margins from certain delivered projects. Other income decreased due to lower bank interest. Total borrowing costs decreased due to a slight reduction in average financing interest rates. Fair value changes of investment properties recorded a loss. Administrative expenses increased due to higher property inventory provisions, while selling expenses decreased due to reduced sales-related staff costs. Profit before income tax increased by 12.3% to RMB 2.25 billion, and profit attributable to equity holders of the Company increased by 11.8% to RMB 910 million Revenue Segments and Proportions | Revenue Segment | For the six months ended June 30, 2025 (RMB thousands) | Proportion (%) | For the six months ended June 30, 2024 (RMB thousands) | Proportion (%) | | :--- | :--- | :--- | :--- | :--- | | Property development | 32,143,307 | 94.08 | 31,010,852 | 94.68 | | Property management and other related services | 2,021,357 | 5.92 | 1,742,451 | 5.32 | | Total | 34,164,664 | 100.00 | 32,753,303 | 100.00 | - Revenue from property management and other related services increased by 16.0% to approximately RMB 2.02 billion, with GFA under management reaching approximately 83.3 million square meters[177][180] - Gross profit margin increased from 11.92% in the prior year period to 12.89% in the current period, mainly due to higher gross profit margins from certain delivered projects[181][185] - Total borrowing costs (excluding the significant financing component of contract liabilities and finance costs on lease liabilities) decreased to approximately RMB 1.50 billion, mainly due to a slight decrease in the average financing interest rate[183][188] - Administrative expenses increased by approximately RMB 60 million to approximately RMB 990 million, mainly due to increased provision for property inventories during the period[191][196] - Selling expenses decreased by approximately RMB 50 million to approximately RMB 1.39 billion, mainly due to reduced sales-related staff costs during the period[192][197] - Profit before income tax was approximately RMB 2.25 billion, an increase of approximately RMB 240 million from the prior year period[193][198] - Profit attributable to equity holders of the Company was approximately RMB 910 million, a year-on-year increase of 11.8%[195][200] Liquidity and Financial Resources The Group's liquidity position is well-managed, with bank and cash balances of approximately RMB 56.26 billion as of June 30, 2025. Both total assets and net assets increased, with working capital reaching RMB 147.60 billion. The net debt-to-equity ratio decreased to 33.37%, mainly due to increased contributions from non-controlling interests. Of the total borrowings, approximately RMB 13.63 billion is repayable within one year - As of June 30, 2025, the Group's bank and cash balances were approximately RMB 56.26 billion (December 31, 2024: approximately RMB 57.26 billion)[202][204] - Total assets were approximately RMB 443.93 billion, and net assets (after deducting non-controlling interests) were approximately RMB 38.51 billion[202][204] - Working capital reached approximately RMB 147.60 billion[202][204] - The net debt-to-equity ratio was approximately 33.37% (December 31, 2024: approximately 31.78%), and the gearing ratio decreased to approximately 85.9% (December 31, 2024: approximately 87.6%), mainly due to increased contributions from non-controlling interests[202][204][207][209] - Of the total borrowings, approximately RMB 13.63 billion is repayable within one year, and approximately RMB 78.06 billion is repayable after one year but within five years[210] Financial Guarantee Contracts The Group's outstanding balance of bank financing guarantees provided to property unit purchasers significantly decreased, mainly because guarantees were no longer provided for mortgage loans of some newly sold property projects during the period - As of June 30, 2025, the outstanding balance of bank financing guarantees provided by the Group to property unit purchasers was approximately RMB 21.76 billion (December 31, 2024: approximately RMB 43.32 billion)[212][216] - The decrease in guarantees was mainly due to the Group no longer providing guarantees for mortgage loans of certain newly sold property projects during the period[212][216] Capital Commitments The Group's capital commitments increased to RMB 66.71 billion, primarily due to an increase in contracted but unprovided properties under development - As of June 30, 2025, the outstanding balance of capital commitments was approximately RMB 66.71 billion (December 31, 2024: approximately RMB 59.97 billion)[213][217] - The increase was due to an increase in contracted but unprovided properties under development compared to 2024 during the period[213][217] Pledged Assets The Group's bank loans are secured by investment properties with a fair value of approximately RMB 623 million and properties under development with a carrying amount of approximately RMB 23.73 billion - As of June 30, 2025, the Group's bank loans are secured by legal charges over investment properties with a fair value of approximately RMB 623 million and properties under development with a carrying amount of approximately RMB 23.73 billion[214][218] Capital Structure As of June 30, 2025, the Company's issued share capital consisted of 2,017,177,631 ordinary shares of HKD 0.1 each - As of June 30, 2025, the Company's issued share capital was HKD 201,717,763.1, divided into 2,017,177,631 ordinary shares of HKD 0.1 each[215][219] Foreign Currency Risk The Group's operations are primarily conducted in China, with revenues and expenses mainly denominated in RMB, resulting in limited foreign exchange risk. Except for bank deposits denominated in foreign currencies (primarily HKD), the Group has no significant foreign exchange risk and did not use any financial instruments for hedging during the period - The Group's business operations are primarily conducted in China, with its revenues and expenses mainly denominated in RMB[221][225] - Except for bank deposits denominated in foreign currencies (primarily HKD), the Group's operations have no significant foreign exchange risk, and no financial instruments were used for hedging during the period[221][225] Contingent Liabilities As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities (December 31, 2024: nil)[222][226] Significant Investments, Major Acquisitions and Disposals of Subsidiaries, Joint Ventures and Associates During the period, the Group held no significant investments or securities investments, nor did it undertake any major acquisitions or disposals of subsidiaries, joint ventures, and associates. As of the report date, the company also had no related future plans - During the period, the Group did not hold any significant investments or major securities investments as part of its asset portfolio, nor did it undertake any major acquisitions or disposals of subsidiaries, joint ventures, and associates[223][227] - As of the date of this report, the Company has no future plans regarding any significant investments or capital assets[223][227] Events After Reporting Period This section refers to details of significant events affecting the Group after the reporting period, as disclosed in Note 20 of this report - Details of significant events affecting the Group after June 30, 2025, are set out in Note 20 of this report[224][228] Employees and Remuneration Policy As of June 30, 2025, the Group employed approximately 22.4 thousand full-time employees, with total staff costs of approximately RMB 1.85 billion. The company regularly reviews its remuneration policy, provides year-end bonuses, and has adopted a restricted share incentive scheme and an online learning platform to attract, retain, and develop employees - As of June 30, 2025, the Group employed approximately 22.4 thousand full-time employees (June 30, 2024: approximately 20.9 thousand employees)[229][231] - During the period, the Group's total staff costs (including directors' emoluments and share-based payments) were approximately RMB 1.85 billion (prior year period: approximately RMB 1.95 billion)[229][231] - The Group has adopted a restricted share incentive scheme and established an online learning platform, offering various training courses to enhance employees' skills and capabilities[232] Principal Risks and Uncertainties The China real estate market is influenced by multiple factors, including social, political, economic, legal environments, and government policies. The Group manages these risks by implementing differentiated investment and sales strategies, cultivating multiple projects in various regional markets to reduce reliance on a single market - The China real estate market is affected by multiple factors, including changes in social, political, economic, and legal environments, as well as the implementation of government policies related to fiscal, economic, financial, industrial, and environmental aspects[230][234] - The Group implements differentiated investment and sales strategies based on market conditions, cultivating multiple projects in various regional markets to reduce reliance on a single market[230][234] Outlook and Prospects Facing intensified market differentiation and a shift in industry competition towards quality and value in 2025, the company will uphold asset health, focusing on "stable scale and stable profit." In the second half, it will accelerate inventory destocking in sales, prudently focus on core areas in investment, innovate R&D to lead quality upgrades in products, and integrate resources to enhance operational efficiency in the supply chain, aiming for healthy and sustainable development - In 2025, market differentiation continues to intensify, and industry competition has shifted from scale competition to a comprehensive contest of quality and value[236][237] - The company will adhere to the working principle of 'stable scale and stable profit,' focusing on strengthening execution in four key areas: sales, investment, products, and supply chain[238] - Looking ahead, the real estate industry has entered the 'quality living era,' and the company will focus on 'better living' to create a value loop of 'good products, good services, and good life,' striving for healthy and sustainable development through refined management and continuous innovation[250] Sales End: Seize Opportunities, Accelerate Inventory Destocking, Enhance Sales Quality This sub-section outlines strategies to improve sales quality, focus on core cities, and accelerate inventory destocking through various initiatives - The company will strive to enhance sales quality, focus on in-depth development in core cities, and increase market share[238] - Actively capture policy and market opportunities, timely increase prices for eligible projects, and fully ensure sales and destocking for new project launches[238][239] - For existing projects, the Group will strengthen management control, promote various strategies such as 'rejuvenating old projects,' accelerate destocking, and expedite cash recovery[239] Investment End: Prudent Investment, Focus on Core Areas, Ensure Precise Investment This sub-section details the investment strategy, emphasizing cautious investment, focusing on core regions, and ensuring precise investment decisions - Continuously increase in-depth research on the market and various regions, closely monitor policy directions and market changes, and ensure precise investment[240][241] - Investment priorities include liquidity, destocking cycle, and price risk, while also considering profit margin requirements to enhance inventory liquidity[242] - Continue to enhance diversified investment capabilities, supplementing high-quality projects in core cities through urban renewal, asset packages, and other expansion methods and channels[242] Product End: Innovative R&D, Promote Lighthouse Project Implementation, Lead Quality Upgrades This sub-section focuses on product strategy, including innovative R&D, implementing "lighthouse" projects, and leading quality upgrades - The company has developed and launched four product series: 'Jin, Xiu, Hua, Zhang,' and will continue to increase investment in R&D and new technologies to maintain product leadership and differentiation[245] - Focus on implementing high-quality 'lighthouse' projects, ensure the achievement of expected goals, and continuously strengthen production quality control to ensure timely and high-quality delivery, enhancing brand power[246] Supply Chain End: Integrate Resources, Strengthen System Construction, Enhance Operational Efficiency This sub-section outlines strategies for the supply chain, including resource integration, strengthening system construction, and enhancing operational efficiency - The company will continue to accelerate the construction of its centralized procurement platform and construction system, optimize costs, improve operational efficiency, and enhance the company's core competitiveness in the supply chain[248] - Strengthen control over key nodes across the entire production and supply chain, including promoting modularization and standardization in the design phase, strengthening research and application of new materials, and optimizing supplier management[249] Other Information This section provides additional disclosures, including information on directors' and major shareholders' interests, restricted share incentive schemes, and corporate governance practices Additional Disclosures This chapter discloses two additional matters: some domestic lease agreements remain unregistered due to merchants' lack of cooperation, and a discrepancy in total GFA for the Wanguo Plaza property ownership certificate, with a new application pending and expected to take longer than usual - As of June 30, 2025, 92 lease agreements remain unregistered because merchants have not actively assisted the company with registration[252][256] - The property ownership certificate for Wanguo Plaza has an uncovered discrepancy of approximately 770 square meters in total GFA, and a new property ownership certificate is still being applied for, with processing expected to take longer than usual[254][258] Directors' and Chief Executive's Interests and Short Positions in the Shares, Underlying Shares and Debentures of the Company and its Associated Corporations This chapter details the long positions held by directors and the chief executive in the shares of the Company and its associated corporation (C&D Property) as of June 30, 2025, primarily through discretionary trusts and restricted share incentive schemes Directors' Long Positions in the Company's Shares | Director's Name | Capacity/Nature of Interest | Number of Shares Held | Approximate Equity Percentage (%) | | :--- | :--- | :--- | :--- | | Ms. Zhao Chengmin | Founder of a discretionary trust | 33,589,257 | 1.67% | | Mr. Lin Weiguo | Interest in a controlled corporation | 33,589,257 | 1.67% | | Mr. Tian Meitan | Beneficiary of a trust | 345,197 | 0.02% | | Mr. Xu Yixuan | Interest in a controlled corporation | 33,589,257 | 1.67% | - Several directors, as grantees under the 2021, 2022, and 2023 Restricted Share Incentive Schemes, hold shares subject to vesting[265] Directors' Long Positions in C&D Property Shares | Director's Name | Name of Associated Corporation | Capacity/Nature of Interest | Number of Shares Held | Approximate Equity Percentage (%) | | :--- | :--- | :--- | :--- | | Ms. Zhao Chengmin | C&D Property | Founder of a discretionary trust | 54,287,090 | 3.85% | | Mr. Lin Weiguo | C&D Property | Interest in a controlled corporation | 54,287,090 | 3.85% | | Mr. Tian Meitan | C&D Property | Beneficiary of a trust | 557,908 | 0.04% | | Mr. Xu Yixuan | C&D Property | Interest in a controlled corporation | 54,287,090 | 3.85% | Major Shareholders' Interests and Short Positions in the Shares and Underlying Shares of the Company This chapter lists major shareholders holding 5% or more interests in the Company's shares and underlying shares as of June 30, 2025, including Yinen and its holding companies, OceanLink Partners Fund, LP and its affiliates, and BOC International Trust (Hong Kong) Company Limited Major Shareholders' Long Positions in the Company's Shares | Major Shareholder Name | Capacity/Nature of Interest | Number of Shares Held | Approximate Equity Percentage (%) | | :--- | :--- | :--- | :--- | | Yinen | Beneficial owner | 1,142,467,712 | 56.64% | | Yihong International Limited | Interest in a controlled corporation | 1,142,467,712 | 56.64% | | C&D Real Estate | Interest in a controlled corporation | 1,142,467,712 | 56.64% | | Xiamen C&D Inc. | Interest in a controlled corporation | 1,142,467,712 | 56.64% | | Xiamen C&D | Interest in a controlled corporation | 1,142,467,712 | 56.64% | | OceanLink Partners Fund, LP | Beneficial owner | 154,643,412 | 7.67% | | Mr. Richard Li | Interest in a controlled corporation | 219,123,701 | 10.86% | | OLP Capital Management Limited | Investment manager | 219,123,701 | 10.86% | | RCWL Inc. | Interest in a controlled corporation | 219,123,701 | 10.86% | | Mr. Shen Di Fan | Interest in a controlled corporation | 219,123,701 | 10.86% | | BOC International Trust (Hong Kong) Company Limited | Trustee | 105,100,000 | 5.21% | - Yinen is a wholly-owned subsidiary of Yihong, which is a wholly-owned subsidiary of C&D Real Estate, ultimately controlled by Xiamen C&D[277] - BOC International Trust (Hong Kong) Company Limited holds relevant shares as trustee for the 2021, 2022, and 2023 Restricted Share Incentive Schemes[277] Restricted Share Incentive Schemes This chapter outlines the implementation of the 2021, 2022, and 2023 Restricted Share Incentive Schemes, with all available shares fully granted. As of June 30, 2025, a total of 114,922,000 unvested restricted shares remained, of which 2,006,000 shares lapsed due to grantees' resignation or retirement - All shares available for grant under the 2021, 2022, and 2023 Incentive Schemes have been fully granted, and the Company did not adopt any new share schemes or grant any share options or awards during the period[276] Details of Restricted Share Movements | Category of Grantees | Number of Unvested Restricted Shares as of January 1, 2025 | Vested during the period | Lapsed during the period | Number of Unvested Restricted Shares as of June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | | Directors | 2,894,400 | 554,400 | 0 | 2,340,000 | | Other employees of the Group | 137,287,200 | 22,699,200 | 2,006,000 | 112,582,000 | | Total | 140,181,600 | 23,253,600 | 2,006,000 | 114,922,000 | - During the period, 2,006,000 restricted shares lapsed due to grantees' resignation or retirement[277] Changes in Directors' Information Required Under Rule 13.51B(1) of the Listing Rules This chapter discloses changes in the Board of Directors since May 13, 2025, including the resignations of Mr. Huang Wenzhou and Mr. Zheng Yongda as Non-executive Directors, and the appointment of Mr. Xu Xiaoxi as a Non-executive Director. It also updates other directorships for some directors - Effective May 13, 2025, Mr. Huang Wenzhou and Mr. Zheng Yongda resigned as Non-executive Directors, and Mr. Xu Xiaoxi was appointed as a Non-executive Director[285] - Mr. Xu Xiaoxi resigned as a director of Xiamen ITG Group Corp., Ltd. in May 2025 and was appointed as a director of Xiamen C&D Inc. from June 2025[286] - Ms. Ye Yanliu was appointed as a Non-executive Director of Red Star Macalline Group Corporation Ltd. from July 2025[287] Retirement Benefit Schemes/Pension Schemes The Group provides defined contribution retirement benefit schemes for employees, with related costs deducted in the profit or loss statement, representing contributions payable to retirement benefit schemes managed by local social security authorities during the period - Retirement benefits for employees are provided through defined contribution schemes[289][294] - Retirement benefit costs deducted from the profit or loss statement represent contributions payable to retirement benefit schemes managed by various local social security authorities in different jurisdictions in accordance with government regulations during the period[289][294] Other Information This chapter confirms that there have been no significant changes in the Group's business development, financial position, and future prospects since t