海昌海洋公园(02255) - 2025 - 中期财报

Corporate Information Board of Directors The company's Board of Directors comprises executive, non-executive, and independent non-executive directors, responsible for strategic decisions and oversight - Executive Directors include Qu Naijie (Chairman and CEO), Qu Cheng, and Li Kehui (Senior Vice President)[5] - Non-executive Directors include Wang Xuguang, Yuan Bing, and Go Toutou[5] - Independent Non-executive Directors include Wang Jun, Zhu Yuchen, and Shen Han[5] Committees The company has established audit, remuneration, nomination, risk management and corporate governance, and independent directors committees to ensure effective corporate governance - The Audit Committee is chaired by Zhu Yuchen[5] - The Remuneration Committee is chaired by Wang Jun[5] - The Nomination Committee is chaired by Qu Naijie[5] - The Risk Management and Corporate Governance Committee is chaired by Yuan Bing[6] - The Independent Directors Committee is chaired by Wang Jun[6] Key Personnel and Advisors The company secretary is Susan So, authorized representatives are Qu Cheng and Susan So, with legal advisors Ashurst and Liaoning Zhiku Law Firm, and auditor National Alliance CPA Limited - Company Secretary: Susan So[7] - Authorized Representatives: Qu Cheng, Susan So[7] - Auditor: National Alliance CPA Limited[7] Registered and Business Offices The company is registered in the Cayman Islands, with its China headquarters in Shanghai Pudong New Area and principal Hong Kong office in Tsim Sha Tsui, Kowloon - Registered Office: PO Box 309, Ugland House, Cayman Islands[8] - China Headquarters: 31st Floor, Building A, Phase I, Qiantan World Trade Center, No. 4, Lane 255, Dongyu Road, Pudong New Area, Shanghai[7] - Principal Place of Business in Hong Kong: Room 804, 8th Floor, K11 Atelier, Victoria Dockside, 18 Salisbury Road, Tsim Sha Tsui, Kowloon, Hong Kong[8] Share Registrars and Banks Cayman Islands share registrar is Maples Fund Services, Hong Kong registrar is Tricor Investor Services, and the company maintains relationships with several major banks - Cayman Islands Share Registrar: Maples Fund Services (Cayman) Limited[9] - Hong Kong Share Registrar: Tricor Investor Services Limited[9] - Major Correspondent Banks include China Exim Bank, China Construction Bank, Bank of China, Industrial and Commercial Bank of China, etc[9] Stock Code and Website The company's stock code is 2255, and its official website is http://www.haichangoceanpark.com - Stock Code: 2255[10] - Company Website: **http://www.haichangoceanpark.com**[10](index=10&type=chunk) Management Discussion and Analysis Business Review The Group is a leading integrated marine-themed cultural tourism operator in China, managing 7 projects as of June 30, 2025, with H1 2025 revenue decreasing by 14.2% to RMB 686.3 million - The Group is a leading integrated marine-themed cultural tourism group in China, operating 7 theme parks as of June 30, 2025[12][14] - The Group has developed tourism and leisure services and solutions business and IP operation business[12][14] 2025 H1 Revenue Overview | Indicator | 2025 H1 (RMB million) | 2024 H1 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 686.3 | 799.8 | -14.2% | Park Operation Business As of June 30, 2025, the Group operates 7 theme parks, experiencing a revenue decline due to external factors, while enhancing quality, introducing IPs, and leveraging online sales channels - As of June 30, 2025, the Group owns and operates 7 theme parks, including Shanghai Haichang Ocean Park, Zhengzhou Haichang Ocean Tourist Resort, and Dalian Haichang Discovery Kingdom Theme Park[18][19][20] Park Operation Revenue Change | Indicator | 2025 H1 (RMB million) | 2024 H1 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Park Operation Revenue | 646 | 735.866 | -12.2% | - Multiple parks and hotels consistently ranked on the 2025 Ctrip Word-of-Mouth List and Meituan Hotel • Dianping Must-Stay List, with Shanghai Haichang Ocean Park Resort Hotel listed for 5 consecutive years[23][25] - Shanghai Park and Discovery Kingdom Park were selected as "Cultural Tourism Project Innovation and Development Cases" by the China Association of Amusement Parks and Attractions[24][25] - Douyin (TikTok) platform has become the Group's primary online sales channel, with official live streams repeatedly ranking TOP1 in the national hotel and travel industry[27][30] - Signed agreements in 2024 to lease out certain cultural tourism projects (including Chongqing Water Park and Commercial Street, most self-operated commercial streets in Sanya, and Yantai Hot Spring Resort) starting in 2025, to secure guaranteed rental income[29][31] Flagship projects are well-positioned for future growth Shanghai Park maintains its leading position and will expand with Phase II by 2026, while Zhengzhou Park's Phase II, also opening in 2026, will introduce global-first attractions - Shanghai Park ranked sixth in the 2024 Theme Park Competitiveness Comprehensive Evaluation[32][35] - Shanghai Park Phase II — Oriental Ocean Project has a total construction area of approximately 140,000 square meters, expected to open in 2026, with the main structure already topped out[34][36] - Zhengzhou Park Phase II is planned with a total land area of approximately 76,000 square meters and a total construction area of approximately 32,000 square meters, expected to open and operate within 2026[39][40] - Zhengzhou Park Phase II will include an Orca Theater, amusement rides, and a Happy Water World, featuring global-first attractions such as a multi-track "Century Pendulum"[39][40] Tourism & Leisure Services and Solutions Business The Group exports its full-process tourism and leisure capabilities, with Beijing and Fuzhou projects adopting an asset-light model, expected to commence trial operations in 2027 and construction in 2026, respectively - The Group exports full-process cultural tourism capabilities in planning, design, construction, animal conservation, and operation management[41][44] - Beijing Haichang Ocean Park project has a total construction scale of approximately 157,000 square meters, with an estimated total investment of approximately RMB 4.2 billion, and is planned to begin trial operations in H1 2027[43][44] - Fuzhou Haichang Ocean Park project is planned to commence construction in 2026, led by a local state-owned platform company, with Haichang responsible for operation and revenue consolidation[46][48] - Large-scale asset-light reserve projects include Ningbo Qianwan New Area Haichang IP Park and Saudi Arabia Haichang Ocean Park[47][49] IP Operation Business The Group aims to build an international IP operation platform, integrating global IPs into offline consumption scenarios, with IP business revenue growing by 23% to RMB 78.06 million in H1 2025 - The goal is to build an international IP operation platform, realizing a new "IP + new scenarios" business model[50][51] - Successfully integrated Ultraman IP and One Piece IP into Shanghai Park, Zhengzhou Park, and Discovery Kingdom Park[52][54][58] IP Business Revenue Growth | Indicator | 2025 H1 (RMB) | 2024 H1 (RMB) | YoY Growth (%) | | :--- | :--- | :--- | :--- | | IP Business Revenue | 78,060,000 | 63,463,000 (estimated) | 23% | Outlook Amidst national support for cultural tourism, the Group will pursue its strategy to become an international integrated cultural tourism group, with short-term growth from Shanghai and Zhengzhou Phase II, mid-term from asset-light projects and IP, and long-term from OAAS reserves - The state has intensively introduced multiple policies to promote consumption, bringing development opportunities for the cultural tourism industry[59][60] - In the short term, the opening of Shanghai Park Phase II and Zhengzhou Park Phase II will provide certainty for performance growth[64][65] - In the medium term, two large-scale asset-light theme park projects will be launched in Beijing and Fuzhou, enhancing market competitiveness through a "OAAS + IP" dual-driven model[66][68] - In the long term, several OAAS projects are in negotiation, laying the foundation for sustained future growth[67][69] Expected Opening Times for Future New Projects | Project | Type | Expected Opening | Operating Model | | :--- | :--- | :--- | :--- | | Zhengzhou Haichang Ocean Park Phase II Project | Theme Park | 2026 | Haichang owned and operated | | Shanghai Haichang Ocean Park Phase II Project | Theme Park | 2026 | Haichang operated | | Beijing Haichang Ocean Park Project | Theme Park | 2027 | Haichang operated | | Fuzhou Haichang Ocean Park Project | Theme Park | 2028 | Haichang operated | | Ningbo Qianwan New Area Haichang IP Park Project | Theme Park | 2028 | Haichang operated | | Saudi Arabia Haichang Ocean Park Project | Theme Park | Before 2030 | Haichang operated | Financial Review For H1 2025, Group revenue decreased by 14.2% to RMB 686.3 million, driven by declines in park operations and tourism services, leading to a significant drop in gross profit and an expanded loss of RMB 295.6 million 2025 H1 Key Financial Indicators | Indicator | 2025 H1 (RMB thousand) | 2024 H1 (RMB thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 686,303 | 799,801 | -14.2% | | Cost of Sales | 614,601 | 604,929 | +1.6% | | Gross Profit | 71,702 | 194,872 | -63.2% | | Gross Profit Margin | 10.4% | 24.4% | -14.0pp | | Loss for the Period | (295,626) | (87,193) | Expanded 239.1% | | Net Loss Margin | 43.0% | 10.9% | +32.1pp | - Park operation segment revenue decreased by 12.2%, primarily due to a decrease in visitor numbers and average spending per visitor[73][75] - Tourism and leisure services and solutions segment revenue decreased by 37.3%, primarily due to a reduction in project numbers[74][75] - Other income and gains decreased by 71.5%, mainly due to no revaluation gain on investment properties during the period[78][83] - Selling and marketing expenses increased by 92.1%, primarily due to a lower base in the prior year period[79][84] - Finance costs decreased by 6.8%, primarily due to a decrease in interest-bearing liabilities[87][91] Revenue In H1 2025, total revenue was RMB 686.3 million, a 14.2% decrease year-on-year, with park operations contributing 94.2% and tourism services 5.8% Revenue by Business Segment | Revenue by Business Segment | 2025 H1 (RMB thousand) | Proportion (%) | 2024 H1 (RMB thousand) | Proportion (%) | | :--- | :--- | :--- | :--- | :--- | | Park Operations | 646,200 | 94.2% | 735,866 | 92.0% | | Tourism & Leisure Services and Solutions | 40,103 | 5.8% | 63,935 | 8.0% | | Total | 686,303 | 100.0% | 799,801 | 100.0% | Liquidity and Financial Resources As of June 30, 2025, the Group reported current assets of RMB 529.1 million, cash and cash equivalents of RMB 98.4 million, total equity of RMB 1.524 billion, and a net gearing ratio of 392.3% Liquidity and Financial Resources Overview | Indicator | June 30, 2025 (RMB million) | December 31, 2024 (RMB million) | | :--- | :--- | :--- | | Current Assets | 529.1 | 487.7 | | Cash and Cash Equivalents | 98.4 | 64.7 | | Total Equity | 1,524.4 | 1,815.3 | | Total Interest-bearing Bank and Other Borrowings | 5,839.3 | 5,898.4 | | Total Lease Liabilities | 239.5 | 295.3 | | Net Gearing Ratio | 392.3% | 337.6% | - The Board believes that existing financial resources are sufficient to execute future expansion plans and that additional financing can be obtained if needed[97][100] Capital Structure As of June 30, 2025, the company's share capital consists solely of ordinary shares - The company's share capital consists of ordinary shares[98][101] Contingent Liabilities As of June 30, 2025, certain bank accounts were frozen due to supplier claims totaling RMB 7.786 million, for which the board has made full provision - As of June 30, 2025, certain bank accounts of the Group were frozen involving RMB 7,786,000 due to claims from suppliers for overdue payments[99][102] - The directors have made full provision for the payments, and save as disclosed, the Group has no other significant contingent liabilities[99][102] Foreign Exchange Rate Risk Operating primarily in China, the Group faces no significant foreign exchange rate risk, with directors expecting no material adverse impact from RMB fluctuations - The Group primarily operates in China, and foreign exchange rate risk is not significant[104][108] - The directors expect that fluctuations in the RMB exchange rate will not have a material adverse impact on the Group's operations[104][108] Capital Commitments As of June 30, 2025, the Group's capital commitments totaled RMB 715.8 million, to be funded through operating cash and bank financing Capital Commitments | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Property, Plant and Equipment | 577,791 | 577,791 | | Right-of-use Assets | 138,000 | 138,000 | | Total | 715,791 | 715,791 | - Funds will be sourced from cash generated from operations, bank financing, and other channels[105][109] Staff Policy As of June 30, 2025, the Group had 2,970 full-time employees, a decrease from the prior year, offering attractive compensation and development programs Number of Full-time Employees | Date | Number of Full-time Employees | | :--- | :--- | | June 30, 2025 | 2,970 | | June 30, 2024 | 3,449 | - The Group provides a comprehensive and attractive compensation, retirement plan, and benefits package, with remuneration policies determined based on market conditions and individual performance[106][107][110] Events After the Reporting Period On June 2, 2025, the company entered a subscription agreement to issue 5.1 billion new shares at HK$0.45 each, raising HK$2.284 billion net for operations, business development, and debt repayment - On June 2, 2025, the company entered into a subscription agreement with Sunriver Starrysea Tourism (Cayman) Co., Ltd[111][114] Details of Subscription | Indicator | Value | | :--- | :--- | | Number of New Shares | 5,100,000,000 shares | | Subscription Price | HK$0.45 per share | | Total Consideration | HK$2,295,000,000 | | Net Proceeds | Approximately HK$2,284,000,000 | - Net proceeds will be used as follows: 20% for daily operations and working capital, 40% for core business development, and 40% for repayment of certain existing debts[117] Corporate Governance and Other Information Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures As of June 30, 2025, directors and the chief executive held interests in company shares, with Mr. Qu Cheng holding approximately 47.29% through a discretionary trust and Mr. Wang Xuguang holding 0.25% Directors' and Chief Executive's Share Interests | Director Name | Capacity/Nature of Interest | Number of Shares | Approximate Percentage of Total Issued Shares | | :--- | :--- | :--- | :--- | | Mr. Qu Cheng | Founder of Discretionary Trust | 3,837,231,048 (Long Position) | 47.29% | | Mr. Qu Cheng | Beneficial Owner | 24,332,592 (Long Position) | 0.30% | | Mr. Wang Xuguang | Beneficial Owner | 20,780,000 (Long Position) | 0.25% | - Save as disclosed above, as of June 30, 2025, no other directors or chief executive had any disclosable interests or short positions in shares[121][123] Directors' Rights to Acquire Shares or Debentures During H1 2025, no rights to acquire shares or debentures were granted to or exercised by any director, their spouse, or children under 18 - During the period, no rights to acquire shares or debentures were granted to or exercised by any director or their family members[122][124] Substantial Shareholders' Interests and Short Positions in Shares and Underlying Shares As of June 30, 2025, substantial shareholders, including Cantrust (Far East) Limited, Zeqiao Holdings Limited, Zeqiao International (BVI) Limited, and ORIX Corporation, held interests in the company's shares Substantial Shareholders' Share Interests | Name | Nature of Interest | Number of Shares | Approximate Percentage of Total Issued Shares | | :--- | :--- | :--- | :--- | | Cantrust (Far East) Limited | Trustee | 3,837,231,048 (Long Position) | 47.29% | | Zeqiao Holdings Limited | Beneficial Owner | 3,837,231,048 (Long Position) | 47.29% | | Zeqiao International (BVI) Limited | Interest of Controlled Corporation | 3,837,231,048 (Long Position) | 47.29% | | ORIX Corporation | Interest of Controlled Corporation | 1,186,768,000 (Long Position) | 14.63% | | ORIX (China) Investment Co., Ltd. | Interest of Controlled Corporation | 786,768,000 (Long Position) | 9.70% | | Taishan Tianzun Investment Co., Ltd. | Beneficial Owner | 786,768,000 (Long Position) | 9.70% | | ORIX Asia Capital Limited | Beneficial Owner | 400,000,000 (Long Position) | 4.93% | Share Option Scheme The company has 2014 and 2024 Share Option Schemes; the 2014 scheme expired with no outstanding options, while the 2024 scheme, adopted in June 2024, has a limit of 811.4 million shares and no options granted to date - The 2014 Share Option Scheme expired on June 30, 2025, and as of the report date, no further options can be granted[140][144] - The 2024 Share Option Scheme was adopted on June 28, 2024, aiming to recognize contributions, encourage retention, and provide additional incentives[141][145] - Under the 2024 Share Option Scheme, the maximum number of shares that can be issued is 811,400,200 shares, representing 10% of the total issued shares on the adoption date[142][145] - As of the end of the reporting period, no share options have been granted, exercised, cancelled, or lapsed under the 2024 Share Option Scheme[149][152] 2014 Share Option Scheme The 2014 Share Option Scheme, adopted in February 2014, expired on June 30, 2025, with no options granted, exercised, cancelled, or lapsed during the reporting period - The 2014 Share Option Scheme was adopted on February 23, 2014, with a validity period of ten years[135][138][140][144] - Due to share split, the maximum number of shares that can be granted is 160,000,000 shares[137][139] - During the reporting period, no share options were granted, exercised, cancelled, or lapsed, and there were no outstanding share options at period-end[140][144] 2024 Share Option Scheme The 2024 Share Option Scheme, adopted on June 28, 2024, has a ten-year validity, allowing for the issuance of up to 811.4 million shares to eligible participants, with no options granted during the period - The 2024 Share Option Scheme was adopted on June 28, 2024, with a validity period of ten years[141][145] - The maximum number of shares that can be issued is 811,400,200 shares, representing 10% of the total issued shares on the adoption date[142][145] - The total number of options granted to any eligible participant within any 12-month period shall not exceed 1% of the company's then-issued share capital[148][152] - During the reporting period, no share options were granted, exercised, cancelled, or lapsed[149][152] Share Award Scheme Adopted on January 5, 2022, the Share Award Scheme aims to recognize and retain talent, with a limit of 800 million shares, and no awards granted to selected participants as of the report date - The Share Award Scheme was adopted on January 5, 2022, aiming to recognize contributions, attract and retain talent, and align participants' interests with shareholders' interests[150][153] - The scheme limit is 800,000,000 shares, equivalent to approximately 9.86% of the total issued shares as of the report date[159][163] - Since its adoption, no award shares have been granted to any selected participants[161][163] - As of the date of this interim report, the trustee holds 9,910,000 repurchased shares available for granting[161][163] Equity-Linked Agreements During H1 2025, the company had no equity-linked agreements in place, nor any provisions that would lead to the issuance of shares - During the period, the company had no equity-linked agreements in place[162][164] Deed of Non-Competition from the Controlling Shareholders Controlling shareholders have executed a non-competition deed, and the Independent Board Committee has confirmed their compliance with the undertakings - Controlling shareholders (Mr. Qu Cheng, Haichang Group Limited, and Chicheng Investment Limited) have entered into a Deed of Non-Competition[166][168] - The Independent Board Committee monitors compliance and has found no breach of the non-competition undertakings by the controlling shareholders[167][169] Purchase, Redemption or Sale of Listed Securities of the Company During H1 2025, neither the company nor its subsidiaries purchased, redeemed, or sold any of the company's listed securities - During the period, neither the company nor its subsidiaries purchased, redeemed, or sold any listed securities[171][176] Pre-emptive Rights Neither the company's articles of association nor Cayman Islands law mandates pre-emptive rights for existing shareholders to subscribe for new shares proportionally - The company's articles of association or Cayman Islands law have no pre-emptive rights provisions[172][177] Corporate Governance The Group is committed to high corporate governance standards, adopting the Corporate Governance Code, with a deviation regarding the combined roles of Chairman and CEO for efficiency - The company has adopted the code provisions of the Corporate Governance Code[173][178] - The roles of Chairman and Chief Executive are combined and held by Mr. Qu Naijie, which deviates from code provision C.2.1, but the company believes this enhances efficiency in strategy formulation and execution[175][179] Model Code for Securities Transactions by Directors of Listed Issuers The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers, and all directors confirmed strict compliance during H1 2025 - The company has adopted the Model Code as the code of conduct for directors' securities transactions[180][183] - All directors confirmed strict compliance with the Model Code during the period[180][183] Audit Committee Comprising three independent non-executive directors, the Audit Committee, chaired by Mr. Zhu Yuchen, has reviewed the Group's unaudited interim financial information and report for H1 2025 - The Audit Committee comprises three independent non-executive directors: Mr. Zhu Yuchen (Chairman), Mr. Wang Jun, and Ms. Shen Han[181][184] - The Committee has reviewed the Group's unaudited interim financial information and interim report for the six months ended June 30, 2025[181][184] Interim Dividend The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025 (2024 corresponding period: nil)[182][185] Interim Condensed Consolidated Statement of Profit or Loss Consolidated Profit or Loss For H1 2025, the Group reported revenue of RMB 686.3 million, gross profit of RMB 71.7 million, a pre-tax loss of RMB 295.6 million, and a net loss of RMB 295.6 million, significantly wider than the prior year Interim Condensed Consolidated Statement of Profit or Loss (Unaudited) | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Revenue | 686,303 | 799,801 | | Cost of Sales | (614,601) | (604,929) | | Gross Profit | 71,702 | 194,872 | | Other Income and Gains | 27,434 | 96,297 | | Selling and Marketing Expenses | (51,252) | (26,744) | | Administrative Expenses | (172,528) | (166,944) | | Finance Costs | (156,965) | (168,518) | | Loss Before Tax | (295,610) | (83,408) | | Income Tax Expense | (16) | (3,785) | | Loss for the Period | (295,626) | (87,193) | | Loss Attributable to Owners of the Parent | (295,139) | (84,226) | | Loss Attributable to Non-controlling Interests | (487) | (2,967) | | Basic and Diluted Loss Per Share (RMB cents) | (3.64) | (1.04) | Interim Condensed Consolidated Statement of Comprehensive Income Consolidated Comprehensive Income For H1 2025, the Group recorded a net loss of RMB 295.6 million, with other comprehensive income of RMB 4.721 million, resulting in a total comprehensive loss of RMB 290.9 million Interim Condensed Consolidated Statement of Comprehensive Income (Unaudited) | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Loss for the Period | (295,626) | (87,193) | | Other Comprehensive Loss to be Reclassified to Profit or Loss in Subsequent Periods | (52,774) | (17,922) | | Other Comprehensive Income Not to be Reclassified to Profit or Loss in Subsequent Periods | 57,495 | 20,252 | | Other Comprehensive Income for the Period (Net of Tax) | 4,721 | 2,330 | | Total Comprehensive Loss for the Period | (290,905) | (84,863) | | Attributable to Owners of the Parent | (290,418) | (81,896) | | Attributable to Non-controlling Interests | (487) | (2,967) | Interim Condensed Consolidated Statement of Financial Position Consolidated Financial Position As of June 30, 2025, the Group's total non-current assets were RMB 9.588 billion, total current assets RMB 529.1 million, net current liabilities RMB 3.193 billion, total liabilities RMB 8.593 billion, and net assets RMB 1.524 billion Interim Condensed Consolidated Statement of Financial Position (Unaudited) | Indicator | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Non-current Assets | | | | Property, Plant and Equipment | 6,089,725 | 6,237,390 | | Investment Properties | 745,500 | 745,500 | | Right-of-use Assets | 1,515,515 | 1,592,207 | | Intangible Assets | 19,413 | 21,030 | | Total Non-current Assets | 9,588,005 | 9,851,854 | | Current Assets | | | | Cash and Cash Equivalents | 98,434 | 64,738 | | Total Current Assets | 529,074 | 487,699 | | Current Liabilities | | | | Trade and Bills Payables | 1,043,121 | 1,035,049 | | Interest-bearing Bank and Other Borrowings | 1,648,165 | 1,560,983 | | Total Current Liabilities | 3,721,685 | 3,440,618 | | Net Current Liabilities | (3,192,611) | (2,952,919) | | Non-current Liabilities | | | | Interest-bearing Bank and Other Borrowings | 4,191,147 | 4,337,434 | | Total Non-current Liabilities | 4,870,999 | 5,083,635 | | Equity | | | | Total Equity | 1,524,395 | 1,815,300 | Interim Condensed Consolidated Statement of Changes in Equity Consolidated Changes in Equity For H1 2025, equity attributable to owners of the parent decreased from RMB 1.723 billion to RMB 1.432 billion, primarily due to a net loss of RMB 295.1 million during the period Interim Condensed Consolidated Statement of Changes in Equity (Unaudited) | Indicator | January 1, 2025 (RMB thousand) | Loss for the Period (RMB thousand) | Exchange Differences (RMB thousand) | June 30, 2025 (RMB thousand) | | :--- | :--- | :--- | :--- | :--- | | Total Attributable to Owners of the Parent | 1,722,760 | (295,139) | 4,721 | 1,432,342 | | Non-controlling Interests | 92,540 | (487) | – | 92,053 | | Total Equity | 1,815,300 | (295,626) | 4,721 | 1,524,395 | Interim Condensed Consolidated Statement of Cash Flows Consolidated Cash Flows For H1 2025, the Group reported net cash outflow from operating activities of RMB 30.302 million, net cash inflow from investing activities of RMB 9.124 million, and net cash inflow from financing activities of RMB 54.48 million Interim Condensed Consolidated Statement of Cash Flows (Unaudited) | Cash Flow Category | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Net Cash Flows (Used in)/Generated from Operating Activities | (30,302) | 145,343 | | Net Cash Flows Generated from Investing Activities | 9,124 | 12,290 | | Net Cash Flows Generated from/(Used in) Financing Activities | 54,480 | (569,136) | | Net Increase/(Decrease) in Cash and Cash Equivalents | 33,302 | (411,503) | | Cash and Cash Equivalents at Beginning of Period | 53,274 | 1,695,410 | | Net Effect of Exchange Rate Changes | 4,072 | (1,609) | | Cash and Cash Equivalents at End of Period | 90,648 | 1,282,298 | Notes to Interim Condensed Consolidated Financial Information Basis of Preparation The interim condensed consolidated financial information is prepared in accordance with IAS 34 'Interim Financial Reporting' and should be read with the Group's annual consolidated financial statements for the year ended December 31, 2024 - The interim financial information is prepared in accordance with IAS 34 'Interim Financial Reporting'[200][201] Basis of Presentation As of June 30, 2025, the Group had net current liabilities of RMB 3.193 billion and a net loss of RMB 295.6 million, but the Board believes sufficient funding is available for sustainable operations - As of June 30, 2025, the Group had net current liabilities of RMB 3,192,611,000 and a net loss for the period of RMB 295,626,000[201][202] - The Group has unutilized bank and credit facilities totaling RMB 4,500,000,000 with validity extending beyond December 31, 2025[202] - The subscription agreement will bring a total consideration of HK$2,295,000,000, approved by shareholders, which will help improve liquidity[207] - The Board believes the Group will have sufficient working capital, making the preparation of financial information on a going concern basis appropriate[204][206] Changes in Accounting Policies and Disclosures This period's financial information adopts revised IFRS accounting standards, including amendments to IAS 21 'Lack of Exchangeability', with no significant impact on the Group's financial position or performance - This period marks the first application of new and revised IFRS accounting standards, including amendments to IAS 21 'Lack of Exchangeability'[208][209][210][211] - The application of these amendments has had no significant impact on the Group's financial position and performance[209][211] Operating Segment Information The Group primarily operates in Mainland China, with over 99% of revenue and non-current assets from the region, and segment data shows park operations as the main revenue source, albeit with declining performance - Over 99% of the Group's revenue and non-current assets are derived from Mainland China, thus no geographical information is presented[212][215] Operating Segment Revenue and Results (For the six months ended June 30, 2025) | Segment | Revenue (RMB thousand) | Segment Results (RMB thousand) | | :--- | :--- | :--- | | Park Operations | 646,200 | 65,654 | | Operations as a Service | 40,103 | 6,048 | | Property Development | – | – | | Total | 686,303 | 71,702 | Operating Segment Assets and Liabilities (As of June 30, 2025) | Segment | Segment Assets (RMB thousand) | Segment Liabilities (RMB thousand) | | :--- | :--- | :--- | | Park Operations | 9,215,063 | 256,090 | | Operations as a Service | 87,505 | 312,708 | | Property Development | 300,252 | – | | Total | 9,602,820 | 568,798 | Other segment information Other segment information for H1 2025 shows depreciation and amortization of RMB 189 million and capital expenditure of RMB 14.691 million for the park operation segment Other Segment Information (For the six months ended June 30, 2025) | Indicator | Park Operations (RMB thousand) | Operations as a Service (RMB thousand) | Property Development (RMB thousand) | Total (RMB thousand) | | :--- | :--- | :--- | :--- | :--- | | Depreciation and Amortization (Segment) | 189,001 | 4,213 | – | 193,214 | | Capital Expenditure (Segment) | 14,691 | – | – | 14,691 | Revenue Revenue primarily derives from customer contracts and investment property operating leases, with ticket sales, in-park consumption, and hotel operations being key drivers for park operations Revenue Analysis (For the six months ended June 30, 2025) | Revenue Source | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Revenue from Customer Contracts | 665,277 | 780,691 | | Gross Rental Income from Investment Properties Operating Leases | 21,026 | 19,110 | | Total | 686,303 | 799,801 | Disaggregation of Revenue from Customer Contracts (For the six months ended June 30, 2025) | Type of Goods or Services | Park Operations (RMB thousand) | Operations as a Service (RMB thousand) | Total (RMB thousand) | | :--- | :--- | :--- | :--- | | Ticket Sales | 320,248 | – | 320,248 | | Food and Beverage Sales | 68,539 | – | 68,539 | | Merchandise Sales | 80,163 | – | 80,163 | | In-park Amusement Fees | 74,422 | – | 74,422 | | Revenue from Hotel Operations | 81,802 | – | 81,802 | | Consulting, Management and Amusement Income | – | 40,103 | 40,103 | | Total | 625,174 | 40,103 | 665,277 | - All revenue from customer contracts is derived from the Mainland China market[245] Loss Before Tax For H1 2025, the Group's pre-tax loss was RMB 295.6 million, influenced by cost of sales, depreciation, marketing expenses, administrative fees, and finance costs Components of Loss Before Tax (For the six months ended June 30, 2025) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Cost of Goods Sold | 37,258 | 46,216 | | Cost of Services Provided | 577,159 | 558,388 | | Depreciation of Property, Plant and Equipment | 161,530 | 178,086 | | Depreciation of Right-of-use Assets | 31,684 | 35,001 | | Amortization of Intangible Assets | 1,617 | 3,617 | | Net Exchange Differences | 649 | 3,939 | | Rental Income | (21,026) | (19,110) | | Interest Income | (75) | (2,193) | | Government Grants Recognized | (15,599) | (19,279) | | Loss on Disposal of Items of Property, Plant and Equipment | 826 | 726 | Income Tax For H1 2025, the Group reported an income tax expense of RMB 16 thousand, a significant reduction from the prior year, primarily due to the loss incurred Income Tax Expense (For the six months ended June 30, 2025) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Current - Mainland China: Over-provision in prior years | – | (2,765) | | Deferred | 16 | 6,550 | | Total Tax Expense for the Period | 16 | 3,785 | - China corporate income tax is provided at a rate of 25%[254] Dividend No interim dividend was paid, declared, or proposed for the six months ended June 30, 2025 - No interim dividend was paid, declared, or proposed during the period[255][256] Loss Per Share Attributable to Ordinary Equity Holders of the Parent For H1 2025, both basic and diluted loss per share were RMB 3.64 cents, an increase from RMB 1.04 cents in the prior year, with no dilutive potential ordinary shares outstanding Loss Per Share Calculation (For the six months ended June 30, 2025) | Indicator | 2025 (RMB thousand/share) | 2024 (RMB thousand/share) | | :--- | :--- | :--- | | Loss Attributable to Ordinary Equity Holders of the Parent | (295,139) | (84,226) | | Weighted Average Number of Ordinary Shares in Issue | 8,104,092,000 | 8,104,092,000 | | Basic and Diluted Loss Per Share (RMB cents) | (3.64) | (1.04) | - There were no dilutive potential ordinary shares in issue during the period, thus the amount of diluted loss per share is the same as basic loss per share[260] Property, Plant and Equipment As of June 30, 2025, property, plant, and equipment totaled RMB 6.090 billion, with additions of RMB 14.691 million, depreciation of RMB 161.5 million, and a net loss of RMB 0.826 million from asset disposals Changes in Property, Plant and Equipment (As of June 30, 2025) | Item | Total (RMB thousand) | | :--- | :--- | | At January 1, 2025 (Audited) | 6,237,390 | | Additions | 14,691 | | Depreciation | (161,530) | | Disposals | (826) | | At June 30, 2025 (Unaudited) | 6,089,725 | - The cost of assets acquired during the period was RMB 14,691,000, and the net book value of assets disposed of was RMB 826,000, resulting in a net loss on disposal of RMB 826,000[263][265] Trade Receivables As of June 30, 2025, total trade receivables were RMB 58.339 million, with RMB 29.869 million due within 90 days and RMB 24.65 million due between 90 days and one year Ageing Analysis of Trade Receivables (As of June 30, 2025) | Ageing | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Within 90 days | 29,869 | 45,881 | | Over 90 days and within 1 year | 24,650 | 729 | | Over 1 year | 3,820 | 4,012 | | Total | 58,339 | 50,622 | Prepayments and Other Receivables As of June 30, 2025, prepayments and other receivables totaled RMB 217.1 million, primarily comprising prepayments for construction, property, plant, and equipment, and land Prepayments and Other Receivables (As of June 30, 2025) | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Prepayments for Construction and Property, Plant and Equipment | 866,809 | 870,624 | | Prepayments for Land | 63,700 | 63,700 | | Prepaid Expenses | 75,711 | 66,104 | | Recoverable or Refundable VAT | 51,378 | 46,633 | | Receivables from Disposal of Equity Interest in an Associate | 9,600 | 33,600 | | Other Deposits and Receivables | 65,650 | 66,321 | | Amounts Due from Related Companies | 3,250 | 3,161 | | Less: Non-current Portion | (868,516) | (872,331) | | Impairment Provision | (50,478) | (50,478) | | Total | 217,104 | 227,334 | - The balance of prepayments includes a long-term prepayment of RMB 63,700,000 to a related company[270][271] Trade and Bills Payables As of June 30, 2025, trade and bills payables totaled RMB 1.043 billion, with trade payables of RMB 943.1 million and bills payables of RMB 100 million, typically settled within 30 to 180 days Trade and Bills Payables (As of June 30, 2025) | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Trade Payables | 943,121 | 935,049 | | Bills Payables | 100,000 | 100,000 | | Total | 1,043,121 | 1,035,049 | Ageing Analysis of Trade Payables (As of June 30, 2025) | Ageing | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Within 1 year | 380,869 | 501,749 | | Over 1 year | 562,252 | 433,300 | | Total | 943,121 | 935,049 | - Trade payables are non-interest bearing and typically settled within 30 to 180 days, with some suppliers agreeing to extend credit terms beyond one year[275][277] Share Capital As of June 30, 2025, the company's issued and fully paid share capital consisted of 8,114,002,000 ordinary shares with a par value of US$0.00005 each, totaling RMB 2.489 million Share Capital (As of June 30, 2025) | Shares | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Issued and fully paid: 8,114,002,000 ordinary shares of US$0.00005 each | 2,489 | 2,489 | Contingent Liabilities_Note Certain bank accounts were frozen due to supplier claims totaling RMB 7.786 million, for which full provision has been made, with no other significant contingent liabilities - As of June 30, 2025, certain bank accounts of the Group were frozen involving RMB 7,786,000[279][280] - The directors have made full provision for the payments, and save as disclosed, the Group has no other significant contingent liabilities[279][280] Commitments_Note As of June 30, 2025, the Group's total contractual commitments amounted to RMB 715.8 million, primarily for property, plant, and equipment and right-of-use assets Contractual Commitments (As of June 30, 2025) | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Property, Plant and Equipment | 577,791 | 577,791 | | Right-of-use Assets | 138,000 | 138,000 | | Total | 715,791 | 715,791 | Related Party Transactions The Group engages in transactions and has outstanding balances with various related parties and key management personnel, including lease expenses, goods purchases, and hotel operating income, with key management providing guarantees for certain borrowings Transactions with Related Parties (For the six months ended June 30, 2025) | Transaction Type | Related Party | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | :--- | | Lease Expenses | Dalian Haichang Land Guanglu Island Hotel | 580 | 580 | | Purchase of Goods | Haichang Marine Delicacies Aquaculture | – | 76 | | Hotel Operating Income | Dalian Haichang Group | 1 | 2 | | Ticket Sales Revenue | Dalian Haichang Group | 90 | 90 | | Purchase of Equipment | Dalian Oriental Water City Development | – | 499 | - Mr. Qu Naijie, Ms. Cheng Chunping, Mr. Qu Cheng, and/or Ms. Yang Di provided gratuitous guarantees for certain borrowings of the Group totaling RMB 4,883,200,000[289][290] Outstanding Balances with Related Parties (As of June 30, 2025) | Balance Type | Related Party | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | :--- | | Long-term Prepayment to a Related Company | Dalian Haichang Group | 63,700 | 63,700 | | Amounts Due from Related Companies | Haichang Commercial Operations | 1,925 | 1,925 | | Amounts Due to Related Companies | Haichang Marine Delicacies Aquaculture | 196 | 196 | Remuneration of Key Management Personnel (For the six months ended June 30, 2025) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Salaries, Allowances, Bonuses, Benefits and Other Fees | 5,535 | 5,600 | | Retirement Benefits | 194 | 289 | | Total Remuneration | 5,729 | 5,889 | Fair Value and Fair Value Hierarchy of Financial Instruments Management assesses that the fair value of the Group's financial instruments approximates their carrying amounts, primarily due to short maturities or market-rate pricing, with Level 3 financial assets totaling RMB 90.282 million as of June 30, 2025 - The fair value of interest-bearing bank loans and other borrowings approximates their carrying amounts, primarily because they are made at current market interest rates[296][299] - The fair value of other financial instruments approximates their carrying amounts, primarily due to their short-term maturities[297][299] Assets Measured at Fair Value (As of June 30, 2025) | Item | Level 3 (RMB thousand) | Total (RMB thousand) | | :--- | :--- | :--- | | Financial Assets at Fair Value Through Profit or Loss | 90,282 | 90,282 | Changes in Level 3 Fair Value Measurements (As of June 30, 2025) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | At January 1 (Audited) | 110,282 | 146,429 | | Return of Capital | (20,000) | – | | Fair Value Loss | – | (10,976) | | At June 30 (Unaudited) | 90,282 | 135,453 | Events After the Reporting Period_Note Except for disclosures elsewhere in the interim condensed consolidated financial information, there are no other post-reporting period events for the Group - Except for the disclosed subscription agreement, there are no other significant post-reporting period events[309][312] Approval of the Interim Condensed Consolidated Financial Information The unaudited interim condensed consolidated financial information was approved and authorized for issue by the company's Board of Directors on August 29, 2025 - The interim condensed consolidated financial information was approved and authorized for issue by the Board of Directors on August 29, 2025[310][313]