中期報告 2025 目錄 2 公司資料 4 財務摘要 5 管理層討論與分析 22 企業管治及其他資料 32 未經審計綜合損益及其他全面收益表 33 未經審計綜合財務狀況表 34 未經審計綜合權益變動表 35 未經審計綜合現金流量表 36 綜合財務報表附註 43 釋義 公司資料 4 佰澤醫療集團 ‧ 截至2025年6月30日止六個月的收入為約人民幣574.7百萬元，較2024年同期增加約0.7%。 ‧ 截至2025年6月30日止六個月的毛利為約人民幣106.3百萬元，較2024年同期增加約8.3%。 ‧ 截至2025年6月30日止六個月的虧損為約人民幣20.3百萬元，較2024年同期增加約176.0%。 ‧ 截至2025年6月30日止六個月的經調整利潤為約人民幣9.4百萬元，較2024年同期增加約72.8%。 | 開曼群島註冊辦事處 | Osiris International Cayman Limited | | --- | --- | | | Suite #4-210, Governors Square | | | 23 Lime Tree Bay Avenue | | | PO Box 32311 | | ...

Financial Performance - Revenue for the six months ended June 30, 2025, was HKD 118,051, a decrease of 62.65% compared to HKD 316,051 in 2024[11] - Gross profit dropped to HKD 1,669, down 97.08% from HKD 57,139 in the previous year[11] - The company reported a loss of HKD 64,740 for the period, which is a 16.25% improvement from a loss of HKD 77,301 in 2024[11] - EBITDA for the six months was HKD 20,310, reflecting a decrease of 55.50% from HKD 45,640 in the same period last year[11] - Basic and diluted loss per share improved to HKD (11.31) from HKD (27.43), a reduction of 58.77%[11] - The company reported a pre-tax loss of HKD 64,876,000 for the six months ended June 30, 2025, compared to a pre-tax loss of HKD 73,700,000 for the same period in 2024[39] - The company reported a loss attributable to shareholders of HKD 59,616,000 for the six months ended June 30, 2025, compared to a loss of HKD 78,821,000 for the same period in 2024, representing a 24.4% improvement[54] - The net loss for the first half of 2025 was approximately HKD 64.7 million, an improvement from a net loss of HKD 77.3 million in the first half of 2024, representing a reduction of 16.7%[108] Assets and Liabilities - Total assets as of June 30, 2025, were HKD 2,276,103, a slight decrease of 1.86% from HKD 2,319,171 at the end of 2024[11] - Total liabilities decreased by 7.75% to HKD 1,166,118 from HKD 1,264,139[11] - The company's equity attributable to owners increased by 7.71% to HKD 857,553 from HKD 796,204[11] - The company reported a total equity of HKD 1,109,985,000 as of June 30, 2025, compared to HKD 1,055,032,000 at the end of 2024, indicating an increase of approximately 5.2%[21] - The total assets less current liabilities stood at HKD 1,484,030,000, down from HKD 1,516,910,000, indicating a decline of approximately 2.2%[21] - The group’s total liabilities as of June 30, 2025, were HKD 372,847,000, a decrease from HKD 385,749,000 as of December 31, 2024[64] - The group’s total liabilities decreased by HKD 98,020,000 to HKD 1,166,120,000, primarily due to the repayment of bank and other borrowings during the interim period[149] Cash Flow and Operating Activities - The net cash generated from operating activities for the six months ended June 30, 2025, was HKD 2,427,000, a significant decrease from HKD 17,500,000 in the same period of 2024[27] - Cash and cash equivalents were HKD 44,795, a minor decrease of 0.80% from HKD 45,156[11] - The cash and cash equivalents balance as of June 30, 2025, was HKD 42,535,000, down from HKD 77,541,000 a year earlier, reflecting a decrease of about 45%[27] - The group recorded cash and cash equivalents of HKD 44,800,000, a slight decrease from HKD 45,160,000 as of December 31, 2024[121] Revenue Breakdown - Revenue from wastewater treatment services was HKD 27,927,000, down 40% from HKD 46,437,000 in the previous year[33] - Revenue from electricity sales decreased to HKD 53,401,000, a decline of 41.4% from HKD 91,001,000 in the prior year[33] - The segment profit for wastewater treatment and related construction services was HKD 7,578,000, while the total segment loss was HKD 42,936,000 for the reporting period[39] - The company recorded revenue of HKD 58,560,000 and a gross loss of HKD 16,860,000 in the renewable energy development and sales segment for the first half of 2025, a decrease of HKD 41,720,000 in revenue compared to the same period in 2024[165] - Revenue from the glass management contract was HKD 20.72 million, up from HKD 18.01 million, while the food waste contract generated HKD 10.78 million, an increase from HKD 5.85 million[175] Employee and Operational Changes - Employee costs, including directors' remuneration, totaled HKD 31,881,000 for the six months ended June 30, 2025, down from HKD 85,306,000 in the previous year, reflecting a decrease of approximately 62.6%[52] - The company reported a significant reduction in the number of full-time employees from 739 in June 2024 to 369 in June 2025, primarily due to the closure of several landfills and the sale of Yichun Water Group[114] - The group had 369 employees as of June 30, 2025, a decrease from 739 employees on June 30, 2024[195] Legal and Compliance Issues - The company has initiated legal actions in mainland China to recover the outstanding loan balance, as the borrower's main assets are located in Guangdong Province[68] - The company has submitted an arbitration notice to the Hong Kong International Arbitration Centre to initiate arbitration proceedings against the borrower and enforce the guarantees under the supplementary loan agreement[70] - The company has initiated legal proceedings to recover debts from Yunnan Chao Yue Gas, but no significant progress has been made[76] - The ongoing legal disputes have resulted in significant financial implications for the company, including full impairment of receivables[72] Strategic Initiatives and Market Expansion - The company is actively pursuing legal remedies to recover outstanding debts from both Da Xin and Yunnan Chao Yue Gas[72][76] - The group is focusing on overseas market expansion, particularly in Southeast Asia, leveraging its investment platform to accelerate key projects in Indonesia and explore new opportunities[197] - The group aims to establish a development pattern of "local deep cultivation + overseas radiation" by participating in regional projects as an intermediary service provider[200] - The company has entered into memorandums of understanding with local governments in Indonesia for potential cooperation on landfill management and gas-to-energy projects, marking significant overseas market expansion[186]

[Annual Results Announcement Financial Summary](index=1&type=section&id=Annual%20Results%20Announcement%20Financial%20Summary) The group's financial performance for FY2025 showed a significant decline in revenue and profitability, shifting from profit to loss with reduced dividends Key Financial Indicators for FY2025 vs. FY2024 | Indicator | FY2025 (HKD) | FY2024 (HKD) | Change | | :--- | :--- | :--- | :--- | | Revenue | 314.5 million | 352.9 million | Decreased 10.9% | | Gross Margin | 8.3% | 18.0% | Decreased 9.7 percentage points | | (Loss) Profit Before Tax | (0.1) million | 43.0 million | Shifted from profit to loss | | (Loss) Profit for the Year | (0.5) million | 35.8 million | Shifted from profit to loss | | (Loss) Earnings Per Share | (0.12) HK cents | 8.78 HK cents | Shifted from profit to loss | | Final Dividend Per Ordinary Share | 0.05 HKD | 0.172 HKD | Decreased 70.9% | [Consolidated Financial Results](index=2&type=section&id=Consolidated%20Financial%20Results) This section presents the group's consolidated financial statements, including income, balance sheet, and detailed notes on various financial components [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The group's FY2025 revenue decreased to **HKD 314.5 million** from **HKD 352.9 million**, with a significant drop in gross profit leading to a pre-tax loss and a net loss of **HKD 0.5 million** Consolidated Statement of Profit or Loss and Other Comprehensive Income (thousand HKD) | Indicator | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Revenue | 314,469 | 352,922 | | Cost of services | (288,339) | (289,337) | | Gross profit | 26,130 | 63,585 | | Other income | 1,746 | 2,360 | | Impairment losses and write-offs, net of reversal | (5,493) | (2,088) | | Administrative expenses | (22,337) | (20,844) | | Finance costs | (114) | (33) | | (Loss) Profit before tax | (68) | 42,980 | | Income tax expense | (408) | (7,154) | | (Loss) Profit and total comprehensive (expense) income for the year | (476) | 35,826 | | (Loss) Earnings per share (HK cents) | (0.12) | 8.78 | [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the group's net current assets decreased to **HKD 214.6 million**, with total assets less current liabilities and total equity both at **HKD 222.1 million** Key Items from Consolidated Statement of Financial Position (thousand HKD) | Indicator | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Non-current assets | 7,494 | 9,289 | | Current assets | 229,849 | 309,605 | | Current liabilities | 15,286 | 24,787 | | Net current assets | 214,563 | 284,818 | | Total assets less current liabilities | 222,057 | 294,107 | | Non-current liabilities | – | 1,398 | | Net assets | 222,057 | 292,709 | | Total equity | 222,057 | 292,709 | [Notes to the Consolidated Financial Statements](index=5&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section provides supplementary details on the group's business nature, revenue breakdown, expenses, taxation, dividends, earnings per share, and receivables/payables [1. General Information](index=5&type=section&id=1.%20General%20Information) This section outlines the company's incorporation details, listing status, primary business activities, and ultimate controlling parties - Easy Smart Group Holdings Limited was incorporated in the Cayman Islands and listed on the Main Board of the Hong Kong Stock Exchange on May 9, 2023[7](index=7&type=chunk) - The company is an investment holding company, primarily engaged in providing passive fire engineering and passive fire information services in Hong Kong[7](index=7&type=chunk) - Ding Run Investment Limited is the company's direct and ultimate holding company, with Mr. Ng Wing Woon as the ultimate controlling shareholder[7](index=7&type=chunk) [2. Revenue and Segment Information](index=5&type=section&id=2.%20Revenue%20and%20Segment%20Information) This section details the group's revenue sources, primarily from passive fire engineering and information services, segmented by project type - The group's revenue primarily derives from passive fire engineering and passive fire information services[9](index=9&type=chunk) Revenue Breakdown (thousand HKD) | Service Category | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Passive Fire Engineering | 314,399 | 352,712 | | Passive Fire Information Services | 70 | 210 | | **Total** | **314,469** | **352,922** | | Project Category | | | | Private Projects | 61,419 | 54,716 | | Public Projects | 253,050 | 298,206 | | **Total** | **314,469** | **352,922** | - The group primarily operates in Hong Kong, with all revenue and non-current assets originating from Hong Kong[12](index=12&type=chunk) [3. Other Income](index=6&type=section&id=3.%20Other%20Income) This section outlines the components of the group's other income, primarily consisting of interest and miscellaneous income Composition of Other Income (thousand HKD) | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Interest income | 1,544 | 2,278 | | Miscellaneous income | 202 | 82 | | **Total** | **1,746** | **2,360** | [4. Finance Costs](index=6&type=section&id=4.%20Finance%20Costs) This section details the group's finance costs, which are primarily related to interest on lease liabilities Finance Costs (thousand HKD) | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Interest on lease liabilities | 114 | 33 | [5. (Loss) Profit Before Tax](index=6&type=section&id=5.%20(Loss)%20Profit%20Before%20Tax) This section breaks down the components contributing to the group's pre-tax (loss) profit, including staff costs and depreciation Composition of (Loss) Profit Before Tax (thousand HKD) | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Directors' remuneration | 2,314 | 2,556 | | Other staff costs (salaries and benefits) | 18,627 | 18,395 | | MPF contributions | 706 | 791 | | Total staff costs | 21,647 | 21,742 | | Auditor's remuneration | 880 | 850 | | Depreciation of property, plant and equipment | 1,339 | 1,114 | | Depreciation of right-of-use assets | 1,508 | 1,272 | [6. Income Tax Expense](index=7&type=section&id=6.%20Income%20Tax%20Expense) This section details the group's income tax expense, including Hong Kong profits tax and deferred tax, and explains the applicable tax rates Composition of Income Tax Expense (thousand HKD) | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Hong Kong Profits Tax – Current tax | 1,125 | 7,084 | | Hong Kong Profits Tax – Over-provision in prior years | (27) | – | | Deferred tax | (690) | 70 | | **Total** | **408** | **7,154** | - Hong Kong Profits Tax operates under a two-tiered system, with an **8.25%** tax rate for the first **HKD 2 million** of assessable profits and **16.5%** for profits exceeding this threshold[14](index=14&type=chunk) [7. Dividends](index=7&type=section&id=7.%20Dividends) This section outlines the proposed final dividend for FY2025, noting a significant reduction compared to the previous fiscal year - The Board recommends a final dividend of **HKD 0.05** per ordinary share for FY2025, totaling **HKD 20.4 million**, a significant decrease from **HKD 0.172** per share (totaling **HKD 70.176 million**) in FY2024[16](index=16&type=chunk) [8. (Loss) Earnings Per Share](index=7&type=section&id=8.%20(Loss)%20Earnings%20Per%20Share) This section details the calculation of basic and diluted (loss) earnings per share, which turned negative in FY2025 Calculation of (Loss) Earnings Per Share (thousand HKD) | Indicator | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | (Loss) Profit attributable to owners of the Company | (476) | 35,826 | | Weighted average number of ordinary shares | 408,000,000 | 408,000,000 | | Basic and diluted (loss) earnings per share (HK cents) | (0.12) | 8.78 | - Diluted (loss) earnings per share is the same as basic (loss) earnings per share due to the absence of potential dilutive ordinary shares[18](index=18&type=chunk) [9. Trade Receivables](index=8&type=section&id=9.%20Trade%20Receivables) This section provides an aging analysis of trade receivables, showing an increase in total receivables and a shift in their age profile Aging Analysis of Trade Receivables (thousand HKD) | Aging | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Within 30 days | 15,183 | 763 | | 31 to 60 days | 2,519 | 679 | | 61 to 90 days | – | 3,474 | | Over 90 days | 818 | 6,289 | | **Total** | **18,520** | **11,205** | - Total trade receivables increased from **HKD 11.2 million** in 2024 to **HKD 18.5 million** in 2025, with a significant increase in the proportion of receivables aged within 30 days[19](index=19&type=chunk) - Credit terms range from 14 to 60 days[19](index=19&type=chunk) [10. Trade and Other Payables](index=9&type=section&id=10.%20Trade%20and%20Other%20Payables) This section details the composition of trade and other payables, including trade payables, wages, and accrued expenses Composition of Trade and Other Payables (thousand HKD) | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Trade payables | 9,705 | 9,305 | | Wages and MPF payables | 1,596 | 2,285 | | Accrued expenses | 1,552 | 1,397 | | Others | 96 | 96 | | **Total** | **12,949** | **13,083** | - Credit terms for trade payables are generally 30 to 60 days or payable upon delivery[20](index=20&type=chunk) [Management Discussion and Analysis](index=10&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the group's business performance, financial position, and future outlook, including key operational and financial highlights [Business Review and Outlook](index=10&type=section&id=Business%20Review%20and%20Outlook) The group, a Hong Kong passive fire engineering subcontractor with over 20 years of experience, saw no major operational changes in FY2025, with contract value increasing to **HKD 687.0 million**, while facing market competition and declining margins, prompting strategy optimization and new business exploration - The group is a passive fire engineering subcontractor in Hong Kong, providing passive fire and ancillary engineering, as well as passive fire information services[22](index=22&type=chunk) - No significant changes in business operations for FY2025, with total contract value on hand approximately **HKD 687.0 million** (FY2024: **HKD 670.7 million**)[23](index=23&type=chunk) - The Hong Kong construction market faces intense competition, declining profit margins, and fewer projects, prompting the group to optimize bidding strategies and cost management[23](index=23&type=chunk) - The group anticipates government-initiated projects will continue to drive Hong Kong's construction industry in the coming years and is actively seeking new business elements to diversify revenue streams[23](index=23&type=chunk)[24](index=24&type=chunk) - The newly appointed Executive Director, Mr. Wang Jun, brings extensive experience and a Mainland China background, which will aid the group's future business expansion and new sector development[24](index=24&type=chunk) [Financial Review](index=11&type=section&id=Financial%20Review) The group's revenue decreased by **10.9%** to **HKD 314.5 million** due to project completions, gross profit fell **59.0%** to **HKD 26.1 million**, and the gross margin dropped to **8.3%** due to increased subcontractor costs and competition, leading to a pre-tax and net loss [Revenue](index=11&type=section&id=Revenue) This section details the group's revenue decline in FY2025, attributing it to the completion of major public projects and noting growth in private sector revenue - The group's revenue decreased by approximately **10.9%** from **HKD 352.9 million** in FY2024 to **HKD 314.5 million** in FY2025[25](index=25&type=chunk) - The decrease in revenue was primarily due to the completion or near completion of several large-scale public projects, such as the Hong Kong Airport Passenger Terminal and Kai Tak Sports Park projects[25](index=25&type=chunk) - Revenue from private projects increased by **12.1%** to **HKD 61.4 million**, mainly from commercial exhibition halls near Hong Kong Airport and a commercial redevelopment project in Causeway Bay[25](index=25&type=chunk) Passive Fire Engineering Revenue Breakdown (thousand HKD) | Project Category | 2025 Revenue (thousand HKD) | 2025 % of Total Revenue | 2024 Revenue (thousand HKD) | 2024 % of Total Revenue | | :--- | :--- | :--- | :--- | :--- | | Public – Public Infrastructure and Facilities | 239,518 | 76.2% | 277,563 | 78.6% | | Public – Residential | 13,532 | 4.3% | 20,643 | 5.9% | | Private – Industrial and Commercial | 47,030 | 15.0% | 25,437 | 7.2% | | Private – Residential | 13,707 | 4.3% | 16,857 | 4.8% | | Private – Public Infrastructure and Facilities | 612 | 0.2% | 12,212 | 3.5% | | **Total** | **314,399** | **100.0%** | **352,712** | **100.0%** | [Cost of Services](index=13&type=section&id=Cost%20of%20Services) This section explains that despite reduced revenue, the cost of services remained largely stable, partly due to increased subcontractor fees - Cost of services decreased by approximately **0.3%** from **HKD 289.3 million** in FY2024 to **HKD 288.3 million** in FY2025[27](index=27&type=chunk) - Despite the decrease in revenue, cost of services remained largely stable, partly due to increased subcontractor fees to expedite project progress[27](index=27&type=chunk) [Gross Profit and Gross Margin](index=13&type=section&id=Gross%20Profit%20and%20Gross%20Margin) This section highlights a significant decline in gross profit and gross margin, primarily due to increased subcontractor costs and competitive market conditions - Gross profit decreased by approximately **59.0%** from **HKD 63.6 million** in FY2024 to **HKD 26.1 million** in FY2025[28](index=28&type=chunk) - Gross margin decreased from **18.0%** in FY2024 to **8.3%** in FY2025, primarily due to increased subcontractor fees and lower gross margins on new tendered projects resulting from intense market competition[28](index=28&type=chunk) [Other Income](index=13&type=section&id=Other%20Income) This section notes a decrease in other income, mainly attributed to lower interest income - Other income decreased by approximately **29.2%** from **HKD 2.4 million** in FY2024 to **HKD 1.7 million** in FY2025, primarily due to lower interest income[29](index=29&type=chunk) [Administrative Expenses](index=13&type=section&id=Administrative%20Expenses) This section highlights an increase in administrative expenses, driven by higher staff costs and professional fees - Administrative expenses increased by approximately **7.2%** from **HKD 20.8 million** in FY2024 to **HKD 22.3 million** in FY2025, primarily due to increased staff costs and professional expenses[30](index=30&type=chunk) [Impairment Losses and Write-offs, Net of Reversal](index=13&type=section&id=Impairment%20Losses%20and%20Write-offs,%20Net%20of%20Reversal) This section details the increase in impairment losses and write-offs, attributed to longer trade receivable aging, increased contract asset impairment, and customer liquidations - Impairment losses and write-offs increased from **HKD 2.1 million** in FY2024 to **HKD 5.5 million** in FY2025[31](index=31&type=chunk) - The increase was due to a longer overall aging of trade receivables, increased impairment losses on contract assets, and the write-off of approximately **HKD 2.0 million** in trade receivables due to customer liquidation[31](index=31&type=chunk) [Loss Before Tax](index=14&type=section&id=Loss%20Before%20Tax) This section explains the group's pre-tax loss in FY2025, primarily driven by reduced gross profit, increased impairment losses, and higher administrative expenses - The group recorded a loss before tax of approximately **HKD 0.1 million** in FY2025, primarily attributable to decreased gross profit, increased impairment losses, and higher administrative expenses[32](index=32&type=chunk) [Income Tax Expense](index=14&type=section&id=Income%20Tax%20Expense) This section notes a decrease in income tax expense, primarily due to the shift from pre-tax profit to loss - Income tax expense decreased from **HKD 7.2 million** in FY2024 to **HKD 0.4 million** in FY2025, primarily due to the shift from profit before tax to loss[33](index=33&type=chunk) [(Loss) Profit and Total Comprehensive (Expense) Income for the Year](index=14&type=section&id=(Loss)%20Profit%20and%20Total%20Comprehensive%20(Expense)%20Income%20for%20the%20Year) This section highlights the group's shift from a net profit in FY2024 to a net loss in FY2025, primarily influenced by the pre-tax loss - The year saw a shift from a net profit of **HKD 35.8 million** in FY2024 to a net loss of **HKD 0.5 million**, primarily impacted by the loss before tax[34](index=34&type=chunk) [Key Financial Ratios](index=14&type=section&id=Key%20Financial%20Ratios) The group's current ratio improved, but return on total assets, return on equity, and net profit margin all turned negative due to decreased profitability, reflecting significant deterioration Key Financial Ratios | Indicator | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Current Ratio | 15.0 times | 12.5 times | | Return on Total Assets | –0.2% | 11.2% | | Return on Equity | –0.2% | 12.2% | | Net Profit Margin | –0.2% | 10.2% | | Debt-to-Equity Ratio | 0.6% | 1.0% | - The current ratio increased from **12.5 times** to **15.0 times**, primarily due to a decrease in current liabilities[36](index=36&type=chunk) - Return on total assets, return on equity, and net profit margin all shifted from positive to negative, mainly due to lower profit for the year[37](index=37&type=chunk)[38](index=38&type=chunk)[39](index=39&type=chunk) [Liquidity, Financial Resources, and Capital Structure](index=15&type=section&id=Liquidity,%20Financial%20Resources,%20and%20Capital%20Structure) As of June 30, 2025, the group's total bank balances and cash were approximately **HKD 59.4 million**, a significant decrease from the prior year, with a stable capital structure and a debt-to-equity ratio of **0.6%** - As of June 30, 2025, the company's issued share capital was **HKD 4,080,000**, with **408,000,000** ordinary shares issued[40](index=40&type=chunk) - Total bank balances and cash were approximately **HKD 59.4 million** (2024: **HKD 158.0 million**), with pledged bank deposits of approximately **HKD 1.04 million** (2024: **HKD 1.03 million**)[40](index=40&type=chunk) - The group's only interest-bearing liabilities are lease liabilities, with a debt-to-equity ratio of approximately **0.6%** (2024: **1.0%**)[40](index=40&type=chunk) - There were no changes in capital management objectives, policies, and processes during the year, and management regularly reviews the capital structure and maintains sufficient retained earnings[41](index=41&type=chunk) [Foreign Exchange Risk](index=16&type=section&id=Foreign%20Exchange%20Risk) Operating solely in Hong Kong with all transactions settled in HKD, the Board considers foreign exchange risk to be minimal, thus no derivative contracts were entered into for hedging in the current or prior year - The group operates solely in Hong Kong, with all revenue and transactions settled in HKD, resulting in minimal foreign exchange risk[42](index=42&type=chunk) - No derivative contracts were entered into to hedge foreign exchange risk in the current or prior year[42](index=42&type=chunk) [Capital Commitments and Contingent Liabilities](index=16&type=section&id=Capital%20Commitments%20and%20Contingent%20Liabilities) As of June 30, 2025, and 2024, the group had no significant capital commitments or contingent liabilities - As of June 30, 2024, and 2025, the group had no significant capital commitments or contingent liabilities[43](index=43&type=chunk) [Material Investments, Significant Acquisitions or Disposals of Subsidiaries and Associates](index=16&type=section&id=Material%20Investments,%20Significant%20Acquisitions%20or%20Disposals%20of%20Subsidiaries%20and%20Associates) During the year, the group held no material investments and undertook no significant acquisitions or disposals of subsidiaries and associates - During the year, the group held no material investments, nor did it undertake any significant acquisitions or disposals of subsidiaries and associates[44](index=44&type=chunk) [Plans for Future Material Investments or Acquisitions of Capital Assets](index=16&type=section&id=Plans%20for%20Future%20Material%20Investments%20or%20Acquisitions%20of%20Capital%20Assets) Except as disclosed in the prospectus, as of June 30, 2025, the group had no plans for future material investments or acquisitions of capital assets - Except as disclosed in the prospectus, as of June 30, 2025, the group had no plans for any material investments or acquisitions of capital assets[45](index=45&type=chunk) [Comparison of Business Objectives with Actual Business Progress and Use of Proceeds](index=16&type=section&id=Comparison%20of%20Business%20Objectives%20with%20Actual%20Business%20Progress%20and%20Use%20of%20Proceeds) The company's net IPO proceeds of approximately **HKD 89.1 million** were primarily allocated to project pre-costs and working capital; most funds were utilized as planned, but IT system upgrades are behind schedule, now expected by December 2026 - The company's net proceeds from listing were approximately **HKD 89.1 million**, being applied according to the uses disclosed in the prospectus[46](index=46&type=chunk) Details of Use of Net Proceeds (million HKD) | Intended Use | Proceeds | Utilized in FY2025 | Utilized as of June 30, 2025 | Unutilized as of June 30, 2025 | Expected Timeline for Unutilized Amount | | :--- | :--- | :--- | :--- | :--- | :--- | | Project pre-costs | 64.9 | – | 64.9 | – | N/A | | Increase headcount | 8.7 | 3.7 | 5.4 | 3.3 | March 2026 | | Upgrade IT systems | 6.6 | 0.1 | 3.0 | 3.6 | December 2026 | | General working capital | 8.9 | – | 8.9 | – | N/A | | **Total** | **89.1** | **3.8** | **82.2** | **6.9** | | - The upgrade of IT systems is behind schedule, now expected to be completed by December 2026, due to more time required to identify suitable suppliers and for software design[49](index=49&type=chunk) - Unutilized proceeds are held as interest-bearing deposits with authorized financial institutions or licensed banks in Hong Kong[48](index=48&type=chunk) [Other Information](index=18&type=section&id=Other%20Information) This section covers various corporate governance and administrative details, including employee information, director changes, dividends, shareholder meetings, and compliance [Employees and Remuneration Policy](index=18&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the group employed **62** full-time employees, an increase from the prior year, with remuneration based on qualifications, position, and performance, totaling approximately **HKD 21.6 million** in staff costs for the year - As of June 30, 2025, the group employed **62** full-time employees (2024: **57**)[50](index=50&type=chunk) - Remuneration packages include salaries, discretionary bonuses, employee benefits, contributions, and retirement schemes, determined based on employee qualifications, position, and annual performance review[50](index=50&type=chunk) - Total staff costs for the year were approximately **HKD 21.6 million** (2024: **HKD 21.7 million**)[50](index=50&type=chunk) [Changes in Directors](index=18&type=section&id=Changes%20in%20Directors) Subsequent to the year-end, Mr. Wang Jun was appointed as an Executive Director of the company, effective August 4, 2025 - Mr. Wang Jun was appointed as an Executive Director of the company on August 4, 2025[51](index=51&type=chunk) [Final Dividend](index=18&type=section&id=Final%20Dividend) The Board proposes a final dividend of **HKD 0.05** per share for FY2025, subject to shareholder approval at the AGM on November 3, 2025, and payable by November 27, 2025 - The Board recommends a final dividend of **HKD 0.05** per share for FY2025 (FY2024: **HKD 0.172** per share)[52](index=52&type=chunk) - The proposed dividend is subject to shareholder approval at the Annual General Meeting on November 3, 2025, and is expected to be paid on or before November 27, 2025[52](index=52&type=chunk) [Annual General Meeting](index=18&type=section&id=Annual%20General%20Meeting) The company's Annual General Meeting will be held on November 3, 2025, with the relevant notice to be published and dispatched in due course - The company's Annual General Meeting will be held in Hong Kong on Monday, November 3, 2025[53](index=53&type=chunk) [Closure of Register of Members](index=18&type=section&id=Closure%20of%20Register%20of%20Members) To determine voting rights for the AGM and entitlement to the final dividend, the company will suspend its register of members in two periods: October 28 to November 3, 2025, and November 10 to November 12, 2025 - To determine voting rights for the Annual General Meeting, the register of members will be closed from October 28 to November 3, 2025[54](index=54&type=chunk) - To determine entitlement to the final dividend, the register of members will be closed from November 10 to November 12, 2025[55](index=55&type=chunk) [Directors' and Chief Executive's Interests in Securities](index=19&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20in%20Securities) As of June 30, 2025, Mr. Ng Wing Woon held **75%** of the company's shares through Ding Run Investment Limited, which he beneficially owns **100%** Directors' Long Positions in Shares | Name of Director | Capacity/Nature of Interest | Number of Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Ng Wing Woon | Interest in controlled corporation | 306,000,000 | 75% | - Mr. Ng Wing Woon beneficially owns the entire issued share capital of Ding Run Investment Limited, which in turn beneficially owns **75%** of the company's equity[58](index=58&type=chunk) Directors' Long Positions in Ordinary Shares of Associated Corporations | Name of Director | Name of Associated Corporation | Capacity/Nature of Interest | Number of Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | :--- | | Mr. Ng Wing Woon | Ding Run Investment Limited | Beneficial owner | 100 | 100% | [Substantial Shareholders' Interests and Short Positions in Shares and Underlying Shares](index=20&type=section&id=Substantial%20Shareholders'%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares) As of June 30, 2025, substantial shareholders Ms. Wong Kwai Ying (spouse of Mr. Ng Wing Woon) and Ding Run Investment Limited each held **75%** of the company's shares Substantial Shareholders' Long Positions in Shares | Name of Shareholder | Capacity/Nature of Interest | Number of Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Ms. Wong Kwai Ying | Interest of spouse | 306,000,000 | 75% | | Ding Run Investment Limited | Beneficial owner | 306,000,000 | 75% | - Ms. Wong Kwai Ying is the spouse of Mr. Ng Wing Woon and is therefore deemed to be interested in all shares held by Mr. Ng Wing Woon[61](index=61&type=chunk) [Corporate Governance Code / Other Information](index=21&type=section&id=Corporate%20Governance%20Code%20/%20Other%20Information) The company adopted and complied with the Corporate Governance Code, with the Chairman and CEO roles combined for effective leadership; it also adhered to the Model Code for securities transactions, has an unexercised share option scheme, and maintained sufficient public float without competitive interests or listed securities trading [Compliance with Corporate Governance Code](index=21&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) This section confirms the company's adherence to the Corporate Governance Code, noting the combined roles of Chairman and CEO are deemed beneficial for leadership - The company has adopted the Corporate Governance Code set out in Appendix C1 to the Listing Rules[62](index=62&type=chunk) - Mr. Ng Wing Woon serves as both Chairman and Chief Executive Officer, an arrangement the Board believes benefits the group's operations and management, ensuring a balanced distribution of power[62](index=62&type=chunk) - Save for the above, the company has complied with the Corporate Governance Code during the year[62](index=62&type=chunk) [Compliance with Model Code for Securities Transactions by Directors](index=21&type=section&id=Compliance%20with%20Model%20Code%20for%20Securities%20Transactions%20by%20Directors) This section confirms that all directors have complied with the Model Code for Securities Transactions throughout the year - The company has adopted the Model Code, and all Directors have confirmed compliance with its provisions during the year[63](index=63&type=chunk) [Share Option Scheme](index=21&type=section&id=Share%20Option%20Scheme) This section describes the company's share option scheme, adopted in 2023 to incentivize employees, and confirms no options have been granted to date - The company adopted a share option scheme on April 12, 2023, aimed at incentivizing employees, attracting talent, and promoting business success[64](index=64&type=chunk) - The share option scheme complies with Chapter 17 of the Listing Rules, stipulating that the total number of shares granted shall not exceed **10%** of issued shares, and individual grants shall not exceed **1%** annually[65](index=65&type=chunk) - Since its adoption, no share options have been granted, exercised, cancelled, or lapsed under the scheme[66](index=66&type=chunk) [Competing Interests](index=23&type=section&id=Competing%20Interests) This section confirms that no controlling shareholders or close associates had any competing interests with the group's business during the year - During the year, neither the controlling shareholders nor their close associates held any interests in businesses competing with the group's operations[67](index=67&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=23&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) This section confirms that neither the company nor its subsidiaries engaged in any purchase, sale, or redemption of its listed securities during the year - During the year, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[68](index=68&type=chunk) [Events After the Year Ended June 30, 2025](index=23&type=section&id=Events%20After%20the%20Year%20Ended%20June%2030,%202025) This section confirms no significant events occurred after June 30, 2025, up to the report date, other than those already disclosed - Save as disclosed in this announcement, the group had no significant events after June 30, 2025, and up to the date of this report[69](index=69&type=chunk) [Sufficiency of Public Float](index=23&type=section&id=Sufficiency%20of%20Public%20Float) This section confirms the company maintained the minimum public float required by the Listing Rules throughout the year - The company maintained the minimum public float for its shares as required by the Listing Rules throughout the year and up to the date of this report[70](index=70&type=chunk) [Audit Committee](index=23&type=section&id=Audit%20Committee) Comprising three independent non-executive directors, the Audit Committee reviewed and approved the audited consolidated financial statements for the year, confirming compliance with applicable accounting standards - The Audit Committee was established on April 12, 2023, comprising three independent non-executive directors, with Mr. Law Chi Hung as Chairman[71](index=71&type=chunk) - The Audit Committee has reviewed and approved the group's audited consolidated financial statements for the year ended June 30, 2025[71](index=71&type=chunk) [Scope of Work of Shinewing (HK) CPA Limited](index=24&type=section&id=Scope%20of%20Work%20of%20Shinewing%20(HK)%20CPA%20Limited) The financial figures in this preliminary announcement have been agreed by Shinewing (HK) CPA Limited to be consistent with the audited consolidated financial statements, though their work does not constitute an assurance engagement - The financial figures contained in this announcement have been agreed by the auditor, Shinewing (HK) CPA Limited, to be consistent with the amounts set out in the audited consolidated financial statements[72](index=72&type=chunk) - The work performed by the auditor in this respect does not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants[72](index=72&type=chunk) [Publication of Annual Results and Annual Report](index=24&type=section&id=Publication%20of%20Annual%20Results%20and%20Annual%20Report) This results announcement is published on the company's and HKEX websites, with the 2025 Annual Report to be dispatched to shareholders and available online in due course - This results announcement is published on the company's website (www.easysmart.com.hk) and the HKEX website (www.hkexnews.hk)[73](index=73&type=chunk) - The company's 2025 Annual Report will be dispatched to shareholders and made available on the aforementioned websites in due course[73](index=73&type=chunk) [Acknowledgements](index=24&type=section&id=Acknowledgements) The Chairman, on behalf of the Board, extends sincere gratitude to all shareholders, clients, subcontractors, business partners, management, and staff for their support and contributions - The Chairman thanks all shareholders, clients, subcontractors, and business partners for their support and trust[74](index=74&type=chunk) - The Chairman thanks the management and staff for their efforts and contributions[75](index=75&type=chunk) [By Order of the Board](index=24&type=section&id=By%20Order%20of%20the%20Board) This announcement was issued by Mr. Ng Wing Woon, Chairman and Executive Director, on September 26, 2025, listing the Board members as of the announcement date - This announcement was issued by Mr. Ng Wing Woon, Chairman and Executive Director, on September 26, 2025[76](index=76&type=chunk)[77](index=77&type=chunk) - As of the announcement date, the Board members include Executive Directors Mr. Ng Wing Woon, Mr. Ng Wing Shing, and Mr. Wang Jun; and Independent Non-executive Directors Professor Pang Kam Keung, Ms. Cheng Shing Yan, and Mr. Law Chi Hung[77](index=77&type=chunk)

截 至 二 零 二 五 年 六 月 三 十 日 止 年 度 全 年 業 績 公 告 香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 公 告 的 內 容 概 不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 會 就 因 本 公 告 全 部 或 任 何 部 分 內 容 而 產 生 或 因 倚 賴 該 等 內 容 而 引 致 的 任 何 損 失 承 擔 任 何 責 任。 HENG TAI CONSUMABLES GROUP LIMITED 亨泰消費品集團有限公司 （於開曼群島註冊成立的有限公司） （股份代號：00197） 亨 泰 消 費 品 集 團 有 限 公 司（「本 公 司」）董 事（「董 事」）會（「董 事 會」）欣 然 宣 佈， 本 公 司 及 其 附 屬 公 司（統 稱「本 集 團」）截 至 二 零 二 五 年 六 月 三 十 日 止 年 度 的 經 審 核 綜 合 全 年 業 績 連 同 上 年 度 的 比 較 數 字 如 下： 綜 合 損 益 表 截 至 二 零 二 五 年 六 月 三 十 ...

香港聯合交易所有限公司（「聯交所」）GEM的特色 GEM的定位，乃為中小型公司提供一個上市的市場，此等公司相比起其他在聯交所上市的公司帶 有較高投資風險。有意投資的人士應了解投資於該等公司的潛在風險，並應經過審慎周詳的考慮後方作 出投資決定。 由於GEM上市公司普遍為中小型公司，在GEM買賣的證券可能會較於聯交所主板買賣之證券承 受較大的市場波動風險，同時無法保證在GEM買賣的證券會有高流通量的市場。 香港交易及結算所有限公司及聯交所對本報告的內容概不負責，對其準確性或完整性亦不發表任 何聲明，且明確表示概不就因本報告全部或任何部分內容而產生或因依賴該等內容而引致的任何損失承 擔任何責任。 本報告乃遵照聯交所GEM證券上市規則（「GEM上市規則」）之規定而提供有關人和科技控股有限公 司（「本公司」）及其附屬公司（統稱（「本集團」）之資料。本公司各董事（「董事」）願就本報告共同及個別承 擔全部責任。董事在作出一切合理查詢後確認就彼等所深知及確信，本報告所載資料在各重大方面均屬 準確及完整，並無誤導或欺詐成分，且無遺漏其他事實致使本報告所載任何陳述或本報告產生誤導。 目 錄 吳明翰先生 （主席） 關衍德先生 羅崇 ...

INTERIM REPORT 中期報告 2025 創新點亮 生 活 Embracing innovations that enhance the quality of life Corporate Information 公司資料 BOARD OF DIRECTORS Executive Director Mr. Tiger Charles Chen Non-Executive Directors Ms. Ng Kwok Ying Isabella Ms. Cheung Yuk Ki Mr. Cui Xiao (Ceased to be director on 8 January 2025) Independent Non-Executive Directors Ms. Chen Weijie Mr. Mak Tin Sang Dr. Lowe Chun Yip Mr. Xu Jinwen (Resigned on 14 March 2025) AUDIT COMMITTEE Mr. Mak Tin Sang (Chairman) Ms. Chen Weijie Dr. Lowe Chun Yip NOMIN ...

香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司（「聯 交 所」）對 本 公 告 的 內 容 概 不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示，概 不 就 因 本 公 告 全 部 或 任 何 部 分 內 容 而 產 生 或 因 依 賴 該 等 內 容 而 引 致 的 任 何 損 失 承 擔 任 何 責 任。 BOSA TECHNOLOGY HOLDINGS LIMITED 人和科技控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：8140） 截 至 二 零 二 五 年 六 月 三 十 日 止 年 度 之 年 度 業 績 公 告 人 和 科 技 控 股 有 限 公 司（「本 公 司」）董 事（「董 事」）會（「董 事 會」）欣 然 宣 佈 本 公 司 及 其 附 屬 公 司（統 稱「本 集 團」）截 至 二 零 二 五 年 六 月 三 十 日 止 年 度 的 經 審 核 業 績。本 公 告 載 有 本 集 團 二 零 二 五 年 年 報 全 文，符 合 香 港 聯 合 交 易 所 有 限 公 司（「聯 ...

Xinte Energy Co., Ltd. （於中華人民共和國註冊成立的股份有限公司） 股票代號：1799 2025 中期報告 Xinte Energy Co., Ltd. (A joint stock company incorporated in the People's Republic of China with limited liability) Stock code : 1799 2025 INTERIM REPORT Interim Report 2025 中期報 告 | 目 | 錄 | | | | --- | --- | --- | --- | | 公司資料 | | | 2 | | 釋義 | | | 4 | | 管理層討論及分析 | | | 9 | | 企業管治 | | | 33 | | 其他資料 | | | 36 | | 合併資產負債表 | | | 46 | | 母公司資產負債表 | | | 49 | | 合併利潤表 | | | 52 | | 母公司利潤表 | | | 55 | | 合併現金流量表 | | | 58 | | 母公司現金流量表 | | | 60 | | 合併股東權益變動表 ...

Financial Performance - For the six months ended June 30, 2025, the company's revenue was RMB 101.8 million, a decrease of RMB 80.6 million or 44.2% compared to RMB 182.4 million for the same period in 2024[8]. - Gross profit for the same period was RMB 65.7 million, down RMB 53.3 million or 44.7% from RMB 119.0 million year-on-year[11]. - The net loss attributable to the company's owners was approximately RMB 18.3 million, a reduction of RMB 11.1 million compared to the net loss of RMB 29.4 million in the previous year[11]. - The group reported a net loss of RMB 18.3 million for the six months ended June 30, 2025, down from a loss of RMB 29.4 million in the previous year, with a net loss margin increasing from 16.1% to 17.9%[27]. - The company reported a loss before tax of RMB 18.2 million, an improvement from a loss of RMB 28.4 million in the prior year[41]. - The company reported a loss of RMB 18,253,000 for the six months ended June 30, 2025, compared to a loss of RMB 29,438,000 in the same period of 2024, indicating an improvement in performance[49]. - The company experienced a decrease in pre-tax loss from RMB 28,388,000 in 2024 to RMB 18,209,000 in 2025, reflecting a reduction in operational losses[46]. - The company reported a loss of RMB 18,248,000 for the six months ended June 30, 2025, compared to a loss of RMB 29,438,000 for the same period in 2024, indicating a 38.5% improvement in losses year-over-year[69]. Revenue and Sales - Comparable restaurant sales decreased by RMB 23.8 million for the six months ended June 30, 2025, compared to the same period in 2024[20]. - The group reported revenue from restaurant operations of RMB 101,784 thousand for the six months ended June 30, 2025, a decrease of 43.3% compared to RMB 179,637 thousand for the same period in 2024[56]. - Total revenue for the group was RMB 101,801 thousand for the six months ended June 30, 2025, down from RMB 182,379 thousand in the previous year, reflecting a decline of 44.2%[56]. Cost and Expenses - The cost of sales decreased by RMB 27.3 million to RMB 36.1 million, a reduction of 43.1% compared to RMB 63.4 million in the same period last year[16]. - Sales and distribution expenses decreased from RMB 125.8 million for the six months ended June 30, 2024, to RMB 74.9 million for the six months ended June 30, 2025, a reduction of 40.5%[21]. - Labor costs decreased from RMB 65.1 million to RMB 39.5 million, with the percentage of labor costs to revenue increasing from 35.7% to 38.8%[21]. - Depreciation expenses decreased from RMB 32.2 million to RMB 17.4 million, a reduction of 46.0%, with depreciation as a percentage of revenue decreasing from 17.7% to 17.1%[22]. - Administrative expenses decreased from RMB 17.0 million to RMB 9.4 million, a reduction of 44.7%[23]. - The percentage of sales cost to revenue slightly increased from 34.8% to 35.4% year-on-year[17]. Cash Flow and Liquidity - The net cash inflow from operating activities decreased from RMB 22.6 million to RMB 17.3 million[30]. - The net cash inflow from investment activities was RMB 7.3 million, compared to an outflow of RMB 7.9 million in the previous year[31]. - Financing activities resulted in a net cash outflow of RMB 27.4 million, an increase from RMB 26.1 million in the previous year[32]. - The company’s cash and cash equivalents decreased to RMB 1.06 million from RMB 3.69 million at the end of 2024[42]. - The group is actively negotiating with several banks for new borrowing sources and refinancing existing loans to ensure sufficient liquidity for at least the next twelve months[50][51]. Assets and Liabilities - Non-current assets decreased to RMB 83.96 million from RMB 98.65 million as of December 31, 2024[42]. - Current liabilities totaled RMB 246.8 million, slightly down from RMB 248.4 million at the end of 2024[43]. - Total liabilities exceeded total assets by approximately RMB 169,604,000 as of June 30, 2025, indicating a challenging financial position[49]. - Trade receivables decreased to RMB 2,329,000 as of June 30, 2025, from RMB 3,453,000 as of December 31, 2024, reflecting a 32.6% reduction[73]. - Trade payables increased to RMB 76,333,000 as of June 30, 2025, compared to RMB 65,100,000 as of December 31, 2024, representing a 17.0% increase[76]. Strategic Initiatives - The company plans to focus on expanding its restaurant operations in affluent and rapidly growing cities in mainland China[11]. - The company plans to modernize existing stores and develop new dishes to enhance customer experience and attract more clientele[40]. - The company aims to transform into a lifestyle brand centered around classic local cuisine, indicating a strategic shift in its business model[40]. - The company aims to be a leader in the restaurant chain industry in mainland China and Hong Kong, focusing on ethical and responsible business practices[110]. Corporate Governance - The company has committed to maintaining high standards of corporate governance to protect shareholder interests and enhance corporate value[110]. - The company has adhered to the applicable provisions of the Corporate Governance Code as of June 30, 2025[111]. - The company has adopted the standard code of conduct for securities trading by directors as per the listing rules, confirming compliance until June 30, 2025[112]. - The audit committee, established on August 30, 2011, is responsible for reviewing and supervising the group's internal controls and financial reporting procedures[116]. - The audit committee has reviewed the unaudited interim condensed consolidated financial statements for the six months ending June 30, 2025, ensuring compliance with applicable accounting policies and listing rules[117]. Shareholder Information - Major shareholders include Alpadis Group Holding AG, holding 655,087,500 shares, representing 24.67% of total shares[105]. - The total number of shares issued as of June 30, 2025, is 2,655,637,000[105]. - The average number of ordinary shares for calculating basic and diluted loss per share increased to 2,271,719,000 shares from 2,183,355,000 shares year-over-year[69]. - The company’s directors and senior management hold 221,257,550 shares, representing approximately 8.33% of the total issued shares as of June 30, 2025[102]. Other Information - The company did not declare or recommend any dividends during the interim period[68]. - The company reported no significant events after June 30, 2025[97]. - The company has no significant credit concentration risk due to a diversified customer base for trade receivables[73].

Corporate Information [Board of Directors and Committees](index=3&type=section&id=Directors%20and%20Committees) The company's board comprises executive and independent non-executive directors, with changes in independent non-executive directors and committee chairs during the period, promptly adjusted to comply with listing rules - Independent Non-Executive Directors Ms. Hu Jingying and Mr. Mo Fan resigned on **February 14, 2025**[4](index=4&type=chunk)[6](index=6&type=chunk) - Ms. Jiao Jie was appointed Independent Non-Executive Director on **February 14, 2025**, and Ms. Wang Tingdan on **May 13, 2025**[4](index=4&type=chunk)[6](index=6&type=chunk) - The Audit Committee Chair changed from Ms. Hu Jingying to Mr. Chen Guanfa, and the Remuneration Committee Chair from Ms. Hu Jingying to Ms. Wang Tingdan[5](index=5&type=chunk)[6](index=6&type=chunk)[7](index=7&type=chunk) [Auditor and Legal Advisers](index=4&type=section&id=Auditor%20and%20Legal%20Advisers) The company's auditor changed from Deloitte Touche Tohmatsu to BDO Limited, with key legal advisers and bankers also listed - Deloitte Touche Tohmatsu retired as the company's auditor on **June 16, 2025**[9](index=9&type=chunk)[11](index=11&type=chunk) - BDO Limited was appointed as the company's auditor on **June 16, 2025**[9](index=9&type=chunk)[11](index=11&type=chunk) [Registered and Principal Offices](index=4&type=section&id=Registered%20and%20Principal%20Offices) The company's registered office is in the Cayman Islands, with principal offices in Hong Kong and Shenzhen, China [Securities Information](index=5&type=section&id=Securities%20Information) The company's shares are listed on the Hong Kong Stock Exchange under stock code 95, with a board lot size of 2,000 shares - The company's stock code on the Hong Kong Stock Exchange is **95**[13](index=13&type=chunk) - The board lot size is **2,000 shares**[13](index=13&type=chunk) Management Discussion and Analysis [Industry Review](index=6&type=section&id=Industry%20Review) In H1 2025, China's economy grew by **5.3%** amid challenges, with easing real estate policies and active Greater Bay Area development - In H1 2025, China's GDP grew by **5.3%** year-on-year at constant prices[15](index=15&type=chunk)[17](index=17&type=chunk) - Real estate policies continued to ease, with the PBoC lowering the 5-year LPR to **3.5%** and first-time provident fund loan rates to a record low of **2.6%**[16](index=16&type=chunk)[18](index=18&type=chunk) - National real estate development investment decreased by **11.2%** year-on-year, with new commercial housing sales area down **3.5%** and sales value down **5.5%**, showing narrowed declines[27](index=27&type=chunk)[29](index=29&type=chunk) - The Greater Bay Area's 9 mainland cities recorded **RMB 4.38 trillion** in total imports and exports, a **4.3%** year-on-year increase, surpassing Guangdong and national averages[28](index=28&type=chunk)[30](index=30&type=chunk) [Overall Performance](index=9&type=section&id=Overall%20Performance) In H1 2025, the Group focused on urban renewal and debt restructuring, experiencing revenue and profit declines but improved gross margin and expanded losses, with no dividend proposed - The Group focused on urban renewal, with strong sales for the Baishizhou project, solidifying its leading position in the Greater Bay Area core market[32](index=32&type=chunk)[36](index=36&type=chunk) - The Group actively pursued debt restructuring and strengthened cash flow management to ensure operational continuity and project control[34](index=34&type=chunk)[37](index=37&type=chunk) Key Financial Indicators for H1 2025 | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 1,039.7 | 1,942.8 | -46.5% | | Gross Profit | 376.3 | 437.7 | -14.0% | | Loss Attributable to Equity Holders | (1,837.9) | (1,528.2) | +20.3% | | Basic Loss Per Share (RMB cents) | (31.25) | (29.98) | +4.2% | | Gross Profit Margin (%) | 36% | 23% | +13 percentage points | | Bank Balances and Cash (at period-end) | 1,961.7 | 3,303.8 (Dec 31, 2024) | -40.6% | | Average Financing Cost (%) | 7.9% | 8.0% | -0.1 percentage points | | Gearing Ratio (%) | 78.6% | 76.9% (Dec 31, 2024) | +1.7 percentage points | | Return on Capital (%) | (11.24%) | (28.67%) | +17.43 percentage points | - The Board does not recommend the payment of any dividend for the six months ended **June 30, 2025**[45](index=45&type=chunk) [Business Review](index=11&type=section&id=Business%20Review) In H1 2025, Lvgem China pursued a strategy of focusing on urban renewal and asset management, with significant declines in property development revenue but stable commercial property and comprehensive services performance - The Group adhered to its 2025 development strategy: focusing on five quality projects, strengthening asset management and profitability, and deepening urban renewal efforts[48](index=48&type=chunk) - The Group sold its hotel property in California, USA, recouping **USD 20 million** in cash, optimizing its asset structure and easing financial pressure[61](index=61&type=chunk)[66](index=66&type=chunk)[67](index=67&type=chunk) - Fair value adjustments to investment properties resulted in a book loss, which is non-cash and does not impact actual operating cash flow or asset stability[65](index=65&type=chunk)[68](index=68&type=chunk) - As of **June 30, 2025**, the Group's land bank was approximately **6.3 million square meters**, with nearly **80%** located in core areas of Greater Bay Area cities[70](index=70&type=chunk)[73](index=73&type=chunk) [Real Estate Development and Sales](index=14&type=section&id=Real%20Estate%20Development%20and%20Sales) Real estate development remains the Group's core business, with H1 2025 revenue down **62.0%** and contracted sales down **80.3%**, primarily from key Greater Bay Area projects Real Estate Development and Sales Performance | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 527.5 | 1,389.2 | -62.0% | | Contracted Sales Amount | 1,057.6 | 5,389.7 | -80.3% | | GFA of Properties Recognized for Sale (0.1 million sq.m.) | 1.86 | 2.85 | -34.7% | - Baishizhou Project Phase I is topped out, with curtain wall construction nearly **70%** complete and interior decoration **60%** complete, expected for delivery in **January 2026**; Phase II is planned for full commencement in **2026**[55](index=55&type=chunk)[58](index=58&type=chunk) - The Baishizhou project maintains a strong market position in the luxury housing segment due to its prime location, high-standard planning, and smart technology amenities[72](index=72&type=chunk)[74](index=74&type=chunk) [Commercial Property Investment and Operations](index=15&type=section&id=Commercial%20Property%20Investment%20and%20Operations) The Group deepened its 'Zuo Lin' and 'NEO' dual-brand strategy, with H1 2025 commercial property revenue down **9.0%** to **RMB 311.8 million**, but core project occupancy remained high at **72%** Commercial Property Investment and Operations Performance | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 311.8 | 342.7 | -9.0% | | Investment Property Occupancy Rate | 72% | 78% | -6 percentage points | | Hong Kong Lvgem NEO Tower Occupancy Rate | 68% | 73% | -5 percentage points | - The Group holds over **30** commercial property projects with a total GFA exceeding **1.6 million square meters**[76](index=76&type=chunk)[78](index=78&type=chunk) [Comprehensive Services](index=15&type=section&id=Comprehensive%20Services) The Group provides property management, hotel operations, and value-added services, with H1 2025 comprehensive services revenue down **5.0%** to **RMB 200.4 million**, strengthening non-development business resilience Comprehensive Services Performance | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 200.4 | 210.9 | -5.0% | - Shenzhen Lvgem Jinjiang Hotel achieved an average occupancy rate of over **68%**[77](index=77&type=chunk)[79](index=79&type=chunk) [Future Outlook](index=16&type=section&id=Future%20Prospect) H2 2025 real estate market is expected to stabilize with policy support, urban renewal offering new opportunities; Lvgem China will focus on project delivery, debt restructuring, and accelerated sales to address liquidity and achieve stable growth - In H2, governments are expected to fully implement policies, with high-quality projects driving stable new home markets in core cities[82](index=82&type=chunk)[84](index=84&type=chunk) - Urban renewal is a key driver for high-quality development, with central and regulatory support expected to unleash investment and domestic demand potential[83](index=83&type=chunk)[85](index=85&type=chunk) - The Group will focus on the construction progress of five key projects, especially Baishizhou, ensuring timely completion of engineering milestones[89](index=89&type=chunk)[92](index=92&type=chunk) - The Group will actively advance the overall offshore debt restructuring process, aiming to reconfigure debt structure, extend repayment schedules, and reduce financial pressure[90](index=90&type=chunk)[92](index=92&type=chunk) - The Group will continue to strengthen product and sales capabilities, accelerate project destocking, and improve cash recovery efficiency[95](index=95&type=chunk)[98](index=98&type=chunk) [Financial Review](index=18&type=section&id=Financial%20Review) In H1 2025, total revenue decreased by **46.5%** to **RMB 1,039.7 million**, driven by reduced property sales; gross profit declined but margin improved to **36%**, with a net loss of **RMB 2,029.8 million** and increased gearing to **136.8%** amid liquidity challenges H1 2025 Revenue Composition | Business Segment | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | Change (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Real Estate Development and Sales | 527,497 | 1,389,244 | (861,747) | -62.0% | | Commercial Property Investment and Operations | 311,827 | 342,708 | (30,881) | -9.0% | | Comprehensive Services | 200,367 | 210,871 | (10,504) | -5.0% | | **Total** | **1,039,691** | **1,942,823** | **(903,132)** | **-46.5%** | H1 2025 Income Statement Key Data | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 1,039.7 | 1,942.8 | -46.5% | | Gross Profit | 376.3 | 437.7 | -14.0% | | Fair Value Change of Investment Properties | (1,070.1) | (951.7) | +12.4% | | Finance Costs | (682.6) | (833.5) | -18.1% | | Income Tax Credit (Expense) | 145.4 | (9.9) | N/A | | Loss for the Period | (2,029.8) | (1,610.4) | +26.0% | | Loss Attributable to Equity Holders | (1,837.9) | (1,528.2) | +20.3% | | Basic Loss Per Share (RMB cents) | (31.25) | (29.98) | +4.2% | H1 2025 Balance Sheet and Liquidity | Indicator | June 30, 2025 (RMB million) | December 31, 2024 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Bank Balances and Cash | 1,961.7 | 3,303.8 | -40.6% | | Total Borrowings | 32,185.5 | 33,578.7 | -4.1% | | Current Liabilities | 60,568.8 | 59,441.1 | +1.9% | | Net Current Assets | 2,702.3 | 3,183.4 | -15.1% | | Total Assets | 103,110.0 | 103,586.7 | -0.5% | | Total Liabilities | 81,011.7 | 79,605.5 | +1.8% | | Gearing Ratio | 78.6% | 76.9% | +1.7 percentage points | | Net Assets | 22,098.4 | 23,981.2 | -7.8% | | Capital Gearing Ratio | 136.8% | 126.2% | +10.6 percentage points | - As of **June 30, 2025**, approximately **RMB 29,634.2 million** in loans were secured by properties under development for sale, properties held for sale, investment properties, property, plant and equipment, equity instruments at fair value through other comprehensive income, and pledged bank deposits[132](index=132&type=chunk)[137](index=137&type=chunk)[367](index=367&type=chunk)[368](index=368&type=chunk) - On **January 16, 2025**, the Group sold its hotel property in Los Angeles, USA, for **USD 20 million** to reduce outstanding debt[133](index=133&type=chunk)[138](index=138&type=chunk) [Contingent Liabilities](index=23&type=section&id=Contingent%20Liabilities) As of **June 30, 2025**, the Group provided financial guarantees of approximately **RMB 6,894.0 million** for buyers' mortgage financing, with directors deeming loss unlikely due to collateralized property recourse - As of **June 30, 2025**, the Group provided financial guarantees of approximately **RMB 6,894.0 million** for certain buyers' mortgage financing[140](index=140&type=chunk)[148](index=148&type=chunk)[370](index=370&type=chunk)[375](index=375&type=chunk) - The guarantee period extends from the loan disbursement date until the buyer obtains the property ownership certificate or fully repays the loan, whichever is earlier[142](index=142&type=chunk)[148](index=148&type=chunk)[372](index=372&type=chunk)[375](index=375&type=chunk) [Exposure to Fluctuations in Exchange Rates and Related Hedges](index=23&type=section&id=Exposure%20to%20Fluctuations%20in%20Exchange%20Rates%20and%20Related%20Hedges) The Group's primary operations are in mainland China, denominated in RMB, but faces foreign exchange risk from HKD and USD cash and loans; currently, there is no hedging policy, but the Board monitors and may consider future adoption - The Group's principal operations are in mainland China, with most transactions denominated in **RMB**[144](index=144&type=chunk)[149](index=149&type=chunk) - The Group is exposed to foreign exchange risk due to certain **HKD** and **USD** cash balances and loans[144](index=144&type=chunk)[149](index=149&type=chunk) - The Group currently has no foreign currency hedging policy, but the Board closely monitors and may consider adopting one in the future[145](index=145&type=chunk)[149](index=149&type=chunk) [Treasury Policies and Capital Structure](index=23&type=section&id=Treasury%20Policies%20and%20Capital%20Structure) The Group adopts a prudent treasury and funding policy, focusing on risk management and transactions directly related to core business - The Group adopts prudent treasury and funding policies, focusing on risk management and transactions directly related to its core business[146](index=146&type=chunk)[150](index=150&type=chunk) [Employees](index=23&type=section&id=Employees) As of **June 30, 2025**, the Group had **2,067** employees, with **2,035** in mainland China and **32** in Hong Kong, offering market-aligned compensation and training Number of Employees | Region | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Mainland China | 2,035 | 2,042 | | Hong Kong | 32 | 31 | | **Total** | **2,067** | **2,073** | - Employee compensation includes basic salaries, bonuses, retirement schemes, and long-term incentives, along with training and development programs[147](index=147&type=chunk)[151](index=151&type=chunk) Other Information [Events After the Reporting Period](index=24&type=section&id=Events%20After%20the%20Reporting%20Period) Post-reporting period, the company faces a winding-up petition, with the High Court adjourning the hearing to **November 3, 2025**; the Group is actively negotiating debt restructuring and has received positive responses from some creditors - A lender filed a winding-up petition against the company with the High Court on **February 4, 2025**, involving financial obligations of approximately **USD 0.21 million** in principal and accrued interest[156](index=156&type=chunk)[155](index=155&type=chunk)[405](index=405&type=chunk) - The High Court has further adjourned the winding-up petition hearing to **November 3, 2025**[156](index=156&type=chunk)[155](index=155&type=chunk)[405](index=405&type=chunk) - The company is actively negotiating with banks to extend financing and repayment periods, having received positive responses from several banks regarding extending bank facility maturity dates[156](index=156&type=chunk)[155](index=155&type=chunk)[405](index=405&type=chunk) - The company has signed restructuring support letters with several creditors to advance restructuring, with more creditors actively considering signing[156](index=156&type=chunk)[155](index=155&type=chunk)[405](index=405&type=chunk) [Share Option Scheme](index=25&type=section&id=Share%20Option%20Scheme) The company adopted a new share option scheme on **June 2, 2016**, valid for ten years, with total shares issuable not exceeding **10%** of issued shares; as of **June 30, 2025**, **225,340,000** unexercised options represent **3.72%** of issued shares - The company adopted a new share option scheme on **June 2, 2016**, with a ten-year validity period[157](index=157&type=chunk)[160](index=160&type=chunk)[162](index=162&type=chunk)[163](index=163&type=chunk) - The total number of shares that may be issued under the scheme shall not exceed **10%** of the total issued shares on the adoption date (or **10%** as refreshed)[161](index=161&type=chunk)[163](index=163&type=chunk) Details of Share Option Movements (as of June 30, 2025) | Category | Balance as of Jan 1, 2025 | Lapsed during the period | Balance as of June 30, 2025 | Exercise Price Per Share (HKD) | | :--- | :--- | :--- | :--- | :--- | | Directors | 21,100,000 | (3,000,000) | 18,100,000 | 1.846 | | Senior Management, Employees & Others | 206,340,000 | – | 206,340,000 | 1.846 | | **Total** | **228,340,000** | **(3,000,000)** | **225,340,000** | | - As of **June 30, 2025**, **225,340,000** unexercised share options represented approximately **3.72%** of the total issued shares[170](index=170&type=chunk)[173](index=173&type=chunk) [Directors' and Chief Executives' Interests in the Shares, Underlying Shares and Debentures of the Company](index=28&type=section&id=Directors%27%20and%20Chief%20Executives%27%20Interests%20in%20the%20Shares%2C%20Underlying%20Shares%20and%20Debentures%20of%20the%20Company) As of **June 30, 2025**, directors and chief executives held interests in the company's shares and underlying shares, with Ms. Huang Jingshu and Mr. Huang Haoyuan holding significant stakes via family trusts and spousal interests, and Mr. Ye Xing'an and Mr. Huang Haoyuan holding share options Directors' and Chief Executives' Interests in the Company's Shares and Underlying Shares (as of June 30, 2025) | Director's Name | Capacity/Nature of Interest | Number of Shares Held | Number of Underlying Shares Held (Share Options) | Total Interest | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | :--- | :--- | | Ms. Huang Jingshu | Beneficiary of a trust | 2,400,000,000 | – | 2,400,000,000 | 39.62% | | | Spouse's interest | 959,788,886 | 1,366,273,606 | 2,326,062,492 | 38.40% | | | Beneficial owner | – | 4,500,000 | 4,500,000 | 0.07% | | Mr. Ye Xing'an | Beneficial owner | – | 10,000,000 | 10,000,000 | 0.17% | | Mr. Huang Haoyuan | Beneficiary of a trust | 2,400,000,000 | – | 2,400,000,000 | 39.62% | | | Beneficial owner | – | 4,500,000 | 4,500,000 | 0.07% | | Ms. Li Yufei | Beneficial owner | 20,000 | – | 20,000 | 0.00% | - Ms. Huang Jingshu and Mr. Huang Haoyuan are deemed to have an interest in **2,400,000,000** shares as beneficiaries of Mr. Huang Kangjing's family trust[185](index=185&type=chunk) - Ms. Huang Jingshu is deemed to have an interest in **959,788,886** shares and **1,366,273,606** convertible preference shares held by her spouse, Mr. Xu Junjia[185](index=185&type=chunk) [Substantial Shareholders' Interests in Shares and Underlying Shares of the Company](index=30&type=section&id=Substantial%20Shareholders%27%20Interests%20in%20Shares%20and%20Underlying%20Shares%20of%20the%20Company) As of **June 30, 2025**, substantial shareholders, including China Lvgem, Gaohong International, Mr. Huang Kangjing, and others, held **5%** or more of the company's ordinary or convertible preference shares through direct, controlled corporate, or trust interests Substantial Shareholders' Interests in the Company's Ordinary Shares (as of June 30, 2025) | Shareholder Name/Entity | Capacity | Number of Shares Held | Number of Underlying Shares Held | Total Interest | Approximate Percentage of Issued Ordinary Share Capital | | :--- | :--- | :--- | :--- | :--- | :--- | | China Lvgem Property Holdings Limited | Beneficial owner | 1,265,766,583 | – | 1,265,766,583 | 20.91% | | Gaohong International Limited | Interest in controlled corporation | 1,372,909,094 | – | 1,372,909,094 | 22.66% | | Mr. Huang Kangjing | Interest in controlled corporation | 1,372,909,094 | – | 1,372,909,094 | 22.66% | | | Founder of a trust | 2,400,000,000 | – | 2,400,000,000 | 39.62% | | Jingchong Group Limited | Beneficial owner | 2,400,000,000 | – | 2,400,000,000 | 39.62% | | Greater Bay Area Common Home Investment Limited | Interest in controlled corporation | – | 1,209,954,000 | 1,209,954,000 | 19.97% | | Lexus Sharp International Limited | Beneficial owner | – | 1,166,789,698 | 1,166,789,698 | 19.26% | | Jiabao International Limited | Beneficial owner | 959,788,886 | – | 959,788,886 | 15.84% | | Mr. Xu Junjia | Spouse's interest | 2,404,500,000 | – | 2,404,500,000 | 39.67% | | Mr. Aaron Luke Gardner | Joint and several receiver | – | 959,788,886 | 959,788,886 | 15.84% | | China Construction Bank (Asia) Corporation Limited | Beneficial owner | 459,788,886 | – | 459,788,886 | 7.59% | Substantial Shareholders' Interests in the Company's Convertible Preference Shares (as of June 30, 2025) | Shareholder Name/Entity | Capacity | Number of Convertible Preference Shares Held | Approximate Percentage of Issued Ordinary Share Capital | | :--- | :--- | :--- | :--- | | China Lvgem Property Holdings Limited | Beneficial owner | 693,043,478 | 11.44% | | Mr. Huang Kangjing | Interest in controlled corporation | 977,043,478 | 16.13% | | Shengzhi International (Holdings) Limited | Beneficial owner | 1,060,000,000 | 17.50% | | Jiabao International Limited | Beneficial owner | 306,273,606 | 5.06% | | Mr. Xu Junjia | Interest in controlled corporation | 1,366,273,606 | 22.56% | | Mr. Aaron Luke Gardner | Joint and several receiver | 306,273,606 | 5.06% | [Purchase, Sale or Redemption of the Company's Listed Securities](index=35&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) For the six months ended **June 30, 2025**, neither the company nor its subsidiaries repurchased, sold, or redeemed any listed securities, and the company held no treasury shares - For the six months ended **June 30, 2025**, neither the company nor its subsidiaries repurchased, sold, or redeemed any listed securities[205](index=205&type=chunk)[210](index=210&type=chunk) - As of **June 30, 2025**, the company held no treasury shares[205](index=205&type=chunk)[210](index=210&type=chunk) [Significant Investments, Acquisitions and Disposals](index=35&type=section&id=Significant%20Investments%2C%20Acquisitions%20and%20Disposals) Aside from the disclosed sale of a US hotel property, the Group undertook no other significant investments, acquisitions, or disposals requiring disclosure under Chapter 14 of the Listing Rules for the six months ended **June 30, 2025** - Except for the disclosed sale of the Los Angeles hotel property in the USA, the Group had no other significant investments, acquisitions, or disposals during the reporting period[206](index=206&type=chunk)[211](index=211&type=chunk) [Changes in Directors' Information](index=35&type=section&id=Changes%20in%20Directors'%20Information) Since the 2024 annual report, Ms. Wang Tingdan was appointed Independent Non-Executive Director and Remuneration Committee Chair; Ms. Li Yufei was appointed director of Chengyou Group; Ms. Jiao Jie was appointed independent director of Amber International Holding and resigned from China Sunshine Paper Holdings - Ms. Wang Tingdan was appointed Independent Non-Executive Director, Audit Committee member, and Remuneration Committee Chair on **May 13, 2025**[214](index=214&type=chunk) - Ms. Li Yufei was appointed Director of Chengyou Group Limited on **July 14, 2025**[214](index=214&type=chunk) - Ms. Jiao Jie was appointed Independent Director of Amber International Holding Limited on **July 3, 2025**, and resigned as Independent Non-Executive Director of China Sunshine Paper Holdings Limited on **August 29, 2025**[214](index=214&type=chunk) [Compliance with the Code on Corporate Governance Practices](index=35&type=section&id=Compliance%20with%20the%20Code%20on%20Corporate%20Governance%20Practices) The company is committed to good corporate governance; Ms. Huang Jingshu's dual role as Chairman and CEO deviates from Code Provision C.2.1, but the Board deems it effective, and temporary non-compliance with Listing Rules due to independent non-executive director resignations was rectified by new appointments - Ms. Huang Jingshu has served as both Chairman and Chief Executive Officer since **March 31, 2024**, deviating from Corporate Governance Code Provision C.2.1[209](index=209&type=chunk)[213](index=213&type=chunk) - Following the resignation of independent non-executive directors, the Board temporarily did not meet Listing Rule requirements for the number of independent non-executive directors and the composition of the Audit and Remuneration Committees[216](index=216&type=chunk)[221](index=221&type=chunk) - The company appointed Ms. Wang Tingdan on **May 13, 2025**, to fill the vacancy, thereby regaining compliance with relevant Listing Rules[216](index=216&type=chunk)[221](index=221&type=chunk) - Except for the aforementioned disclosures, the company complied with all code provisions of the Corporate Governance Code for the six months ended **June 30, 2025**[217](index=217&type=chunk)[222](index=222&type=chunk) [Compliance with the Model Code for Securities Transactions by Directors](index=36&type=section&id=Compliance%20with%20the%20Model%20Code%20for%20Securities%20Transactions%20by%20Directors) The company adopted the Model Code for directors' securities transactions, and all directors confirmed compliance with its required standards for the six months ended **June 30, 2025** - The company has adopted the Model Code as its code of conduct for directors' securities transactions[218](index=218&type=chunk)[223](index=223&type=chunk) - All directors confirmed compliance with the required standards of the Model Code for the six months ended **June 30, 2025**[218](index=218&type=chunk)[223](index=223&type=chunk) [Directors' Service Agreements](index=36&type=section&id=Directors'%20Service%20Agreements) Executive directors have service contracts, and independent non-executive directors have one or two-year appointment letters, all terminable per terms; no director has a service contract or appointment letter not terminable within one year without compensation (excluding statutory compensation) - Executive directors have service contracts with the company, while independent non-executive directors have appointment letters for one or two-year terms[219](index=219&type=chunk)[220](index=220&type=chunk)[224](index=224&type=chunk)[225](index=225&type=chunk) - No director has a service contract or appointment letter that cannot be terminated within one year without compensation (other than statutory compensation)[226](index=226&type=chunk) [Review of Interim Results by Audit Committee](index=37&type=section&id=Review%20of%20Interim%20Results%20by%20Audit%20Committee) The Audit Committee discussed and reviewed the unaudited interim condensed consolidated financial statements for the six months ended **June 30, 2025**, which were not reviewed or audited by the company's auditor - The Audit Committee discussed and reviewed the unaudited interim condensed consolidated financial statements for the six months ended **June 30, 2025**[228](index=228&type=chunk)[229](index=229&type=chunk) - These unaudited condensed consolidated interim results were not reviewed or audited by the company's auditor[228](index=228&type=chunk)[229](index=229&type=chunk) Condensed Consolidated Financial Statements [Condensed Consolidated Statement of Profit or Loss](index=38&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) For the six months ended **June 30, 2025**, the Group reported revenue of **RMB 1,039.7 million**, gross profit of **RMB 376.3 million**, a loss for the period of **RMB 2,029.8 million**, loss attributable to equity holders of **RMB 1,837.9 million**, and basic loss per share of **RMB 31.25 cents** Summary of Condensed Consolidated Statement of Profit or Loss | Indicator | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Revenue | 1,039,691 | 1,942,823 | | Cost of sales | (663,395) | (1,505,091) | | Gross profit | 376,296 | 437,732 | | Other income | 18,521 | 35,326 | | Other gains and losses, net | (105,108) | (21,905) | | Impairment loss recognized on properties held for sale | (471,228) | – | | Selling expenses | (50,113) | (59,726) | | Administrative expenses | (190,934) | (206,673) | | Fair value change of investment properties | (1,070,050) | (951,714) | | Finance costs | (682,597) | (833,526) | | Loss before tax | (2,175,213) | (1,600,486) | | Income tax credit (expense) | 145,428 | (9,933) | | Loss for the period | (2,029,785) | (1,610,419) | | Loss attributable to equity holders of the Company | (1,837,931) | (1,528,224) | | Basic loss per share (RMB cents) | (31.25) | (29.98) | [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=39&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended **June 30, 2025**, the Group reported a loss of **RMB 2,029.8 million**, with other comprehensive income of **RMB 147.0 million** primarily from exchange differences and fair value changes of equity instruments, resulting in total comprehensive expense of **RMB 1,882.8 million** Summary of Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Loss for the period | (2,029,785) | (1,610,419) | | Exchange differences on translation | 84,520 | (24,882) | | Fair value change of equity instruments at fair value through other comprehensive income (net of tax) | 62,438 | 55,168 | | Other comprehensive income for the period | 146,958 | 30,286 | | Total comprehensive expense for the period | (1,882,827) | (1,580,133) | | Total comprehensive expense attributable to equity holders of the Company | (1,691,096) | (1,497,373) | [Condensed Consolidated Statement of Financial Position](index=40&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of **June 30, 2025**, the Group's total assets were **RMB 103,110.0 million**, total liabilities **RMB 81,011.7 million**, with a gearing ratio of **78.6%**; net current assets were **RMB 2,702.3 million**, and net assets **RMB 22,098.4 million** Summary of Condensed Consolidated Statement of Financial Position (as of June 30, 2025) | Indicator | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | **Non-current assets** | | | | Investment properties | 37,330,765 | 38,258,781 | | Property, plant and equipment | 606,382 | 799,449 | | Interests in joint ventures | 6,051 | 6,051 | | Amount due from a joint venture | 501,179 | 501,179 | | Equity instruments at fair value through other comprehensive income | 607,554 | 524,303 | | Restricted bank deposits and pledged bank deposits | 169,765 | 259,602 | | Deferred tax assets | 617,244 | 612,893 | | **Total non-current assets** | **39,838,940** | **40,962,258** | | **Current assets** | | | | Properties under development for sale | 51,420,109 | 49,071,485 | | Properties held for sale | 3,987,961 | 4,594,435 | | Accounts receivable | 87,083 | 68,174 | | Restricted bank deposits and pledged bank deposits | 1,449,487 | 2,446,765 | | Bank balances and cash | 342,458 | 597,456 | | **Total current assets** | **63,271,098** | **62,624,419** | | **Current liabilities** | | | | Accounts payable | 4,922,460 | 4,444,260 | | Contract liabilities | 10,435,246 | 8,926,083 | | Borrowings | 29,310,883 | 30,633,249 | | **Total current liabilities** | **60,568,750** | **59,441,065** | | **Non-current liabilities** | | | | Borrowings | 1,747,351 | 1,828,128 | | Deferred tax liabilities | 3,485,319 | 3,633,509 | | **Total non-current liabilities** | **20,442,912** | **20,164,409** | | **Net assets** | **22,098,376** | **23,981,203** | [Condensed Consolidated Statement of Changes in Equity](index=42&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended **June 30, 2025**, equity attributable to equity holders decreased from **RMB 18,039.6 million** to **RMB 16,348.5 million**, primarily due to period loss and exchange differences, partially offset by convertible preference share conversions and statutory reserve transfers Summary of Condensed Consolidated Statement of Changes in Equity | Indicator | January 1, 2025 (RMB thousand) | Loss for the period (RMB thousand) | Total comprehensive income/(expense) for the period (RMB thousand) | Conversion of convertible preference shares (RMB thousand) | June 30, 2025 (RMB thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | | Share capital | 46,702 | – | – | 8,134 | 54,836 | | Share premium | 8,031,680 | – | – | 1,667,430 | 9,699,110 | | Convertible preference shares | 5,126,320 | – | – | (1,675,564) | 3,450,756 | | Reserves | 6,877,971 | (1,837,931) | (1,691,096) | – | 5,044,070 | | **Equity attributable to equity holders of the Company** | **18,039,614** | **(1,837,931)** | **(1,691,096)** | **–** | **16,348,518** | | Non-controlling interests | 5,941,589 | (191,854) | (191,731) | – | 5,749,858 | | **Total equity** | **23,981,203** | **(2,029,785)** | **(1,882,827)** | **–** | **22,098,376** | [Condensed Consolidated Statement of Cash Flows](index=43&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended **June 30, 2025**, the Group generated **RMB 1,161.4 million** net cash from operating activities and **RMB 510.3 million** from investing activities, while using **RMB 1,955.8 million** in financing activities, resulting in a decrease in period-end cash and cash equivalents to **RMB 342.5 million** Summary of Condensed Consolidated Statement of Cash Flows | Indicator | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Net cash generated from operating activities | 1,161,374 | 972,686 | | Net cash generated from investing activities | 510,277 | 608,471 | | Net cash used in financing activities | (1,955,788) | (1,282,198) | | Net (decrease)/increase in cash and cash equivalents | (284,137) | 298,959 | | Cash and cash equivalents at end of period | 342,458 | 812,350 | [Notes to the Condensed Consolidated Financial Statements](index=44&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes to the condensed consolidated financial statements, covering presentation basis, accounting policies, revenue, segment information, gains/losses, finance costs, loss before tax, income tax, dividends, loss per share, investment property movements, equity instruments, receivables, payables, borrowings, domestic corporate bonds, share capital, convertible bond debt, share-based compensation, asset pledges, financial guarantees, related party disclosures, fair value measurement of financial instruments, and post-reporting events [Basis of Presentation](index=44&type=section&id=Basis%20of%20Presentation) The condensed consolidated financial statements are prepared on a going concern basis, despite a **RMB 2,030 million** net loss and **RMB 29,593 million** in short-term borrowings, with the company implementing various measures including debt restructuring and asset sales to improve liquidity and maintain operations for at least twelve months - For the six months ended **June 30, 2025**, the Group incurred a net loss of **RMB 2,030 million**[243](index=243&type=chunk)[245](index=245&type=chunk) - As of **June 30, 2025**, the Group had **RMB 29,593 million** in borrowings repayable within one year, of which **RMB 29,139 million** were repayable on demand due to defaults or cross-defaults[243](index=243&type=chunk)[245](index=245&type=chunk) - A lender filed a winding-up petition against the company with the High Court on **February 4, 2025**[243](index=243&type=chunk)[245](index=245&type=chunk) - The company has implemented various plans and measures, including seeking legal advice to oppose the winding-up petition, appointing advisors for offshore debt restructuring, negotiating with lenders for repayment extensions, utilizing credit facilities, accelerating sales, controlling costs, and seeking asset disposals[244](index=244&type=chunk)[246](index=246&type=chunk)[247](index=247&type=chunk)[248](index=248&type=chunk)[249](index=249&type=chunk) [Principal Accounting Policies](index=46&type=section&id=Principal%20Accounting%20Policies) The condensed consolidated financial statements are prepared on a historical cost basis, except for investment properties and certain financial instruments, with accounting policies consistent with the 2024 annual financial statements and no material impact from new HKFRS amendments - The condensed consolidated financial statements are prepared on a historical cost basis, except for investment properties and certain financial instruments measured at fair value[252](index=252&type=chunk)[257](index=257&type=chunk) - The accounting policies and methods of computation are consistent with those presented in the 2024 annual financial statements[253](index=253&type=chunk)[257](index=257&type=chunk) - The Group first applied HKAS 21 (Amendment) 'Lack of Exchangeability' with no material impact on financial position or performance[254](index=254&type=chunk)[258](index=258&type=chunk) [Revenue and Segment Information](index=47&type=section&id=Revenue%20and%20Segment%20Information) The Group's revenue primarily stems from property sales, hotel operations, property management, and rental income, with three reportable segments; H1 2025 saw a significant decline in property development revenue, while commercial property and comprehensive services revenues slightly decreased Revenue Source Analysis | Revenue Source | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Sales of properties | 527,497 | 1,389,244 | | Revenue from hotel operations, property management services and other services | 200,367 | 210,871 | | Total revenue from contracts with customers | 727,864 | 1,600,115 | | Rental income | 311,827 | 342,708 | | **Total Revenue** | **1,039,691** | **1,942,823** | Revenue and Results by Operating Segment (H1 2025) | Segment | Revenue from External Customers (RMB thousand) | Reportable Segment Profit (RMB thousand) | | :--- | :--- | :--- | | Real Estate Development and Sales | 527,497 | 20,094 | | Commercial Property Investment and Operations | 311,827 | 301,235 | | Comprehensive Services | 200,367 | 54,967 | | **Total** | **1,039,691** | **376,296** | - The Group's operations are located in mainland China, Hong Kong, the United States of America, and the Kingdom of Cambodia, with revenue primarily derived from mainland China[278](index=278&type=chunk)[280](index=280&type=chunk) [Other Gains and Losses, Net](index=51&type=section&id=Other%20Gains%20and%20Losses%2C%20Net) For the six months ended **June 30, 2025**, the Group recorded net other gains and losses of **RMB (105.1) million**, primarily comprising net foreign exchange losses and losses on disposal of property, plant and equipment Composition of Other Gains and Losses, Net | Item | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Net foreign exchange losses | (78,342) | (23,871) | | Loss on disposal of property, plant and equipment | (26,940) | – | | Others | 174 | 1,966 | | **Total** | **(105,108)** | **(21,905)** | [Finance Costs](index=51&type=section&id=Finance%20Costs) For the six months ended **June 30, 2025**, the Group's finance costs were approximately **RMB 682.6 million**, a **18.1%** year-on-year decrease, primarily comprising interest expenses from bank and other borrowings, convertible bonds, domestic corporate bonds, lease liabilities, and contract liabilities, with some amounts capitalized Composition of Finance Costs | Item | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Interest expense on bank and other borrowings | 1,177,775 | 1,352,462 | | Interest expense on convertible bonds | 10,170 | 11,806 | | Interest expense on domestic corporate bonds | 42,117 | 41,532 | | Interest expense on lease liabilities | 16,272 | 11,625 | | Interest expense on contract liabilities | 304,914 | 154,712 | | Less: Amount capitalized | (563,737) | (583,899) | | Less: Capitalization of interest on contract liabilities | (304,914) | (154,712) | | **Total** | **682,597** | **833,526** | - Finance costs decreased by approximately **18.1%** year-on-year[115](index=115&type=chunk)[121](index=121&type=chunk) - Finance costs were capitalized at annual interest rates ranging from **4.85%** to **6.62%** (H1 2024: **4.50%** to **7.50%**)[286](index=286&type=chunk) [Loss Before Tax](index=52&type=section&id=Loss%20Before%20Tax) For the six months ended **June 30, 2025**, the Group's loss before tax was **RMB 2,175.2 million**, primarily influenced by costs of properties held for sale, depreciation of property, plant and equipment, investment property rental income, and related operating expenses Composition of Loss Before Tax | Item | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Cost of properties held for sale recognized as an expense | 507,403 | 1,364,770 | | Depreciation of property, plant and equipment | 30,136 | 30,540 | | Gross rental income from investment properties | (311,827) | (342,708) | | Direct operating expenses arising from investment properties that generated rental income during the period | 10,592 | 7,762 | [Income Tax Credit (Expense)](index=52&type=section&id=Income%20Tax%20Credit%20(Expense)) For the six months ended **June 30, 2025**, the Group recorded an income tax credit of approximately **RMB 145.4 million**, compared to an expense of **RMB 9.9 million** in the prior period, primarily comprising PRC corporate income tax, PRC land appreciation tax, and deferred tax Composition of Income Tax Credit (Expense) | Item | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | PRC corporate income tax | 1,293 | 117,625 | | PRC land appreciation tax | 26,625 | 99,386 | | Deferred tax | (173,346) | (207,078) | | **Total** | **(145,428)** | **9,933** | [Dividends](index=53&type=section&id=Dividends) No dividends were paid, declared, or proposed for the interim period, as the Board decided against any dividend payment for this interim period - No dividends were paid, declared, or proposed for the interim period[292](index=292&type=chunk)[293](index=293&type=chunk) [Loss Per Share](index=53&type=section&id=Loss%20Per%20Share) For the six months ended **June 30, 2025**, basic and diluted loss per share attributable to equity holders was **RMB 31.25 cents**; diluted loss calculation did not assume conversion of convertible preference shares or exercise of share options, as this would reduce loss per share or involve exercise prices above average market prices Loss Per Share Calculation Data | Indicator | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Loss for the purpose of calculating basic and diluted loss per share | (1,837,931) | (1,528,224) | | Weighted average number of ordinary shares of the Company for the purpose of calculating basic and diluted loss per share (thousand shares) | 5,882,214 | 5,097,704 | | Basic loss per share (RMB cents) | (31.25) | (29.98) | | Diluted loss per share (RMB cents) | (31.25) | (29.98) | - The calculation of diluted loss per share did not assume conversion of convertible preference shares or exercise of share options, as this would result in a decrease in loss per share or an exercise price higher than the average market price[295](index=295&type=chunk)[297](index=297&type=chunk) [Movements in Investment Properties and Property, Plant and Equipment](index=53&type=section&id=Movements%20in%20Investment%20Properties%20and%20Property%2C%20Plant%20and%20Equipment) In H1 2025, the Group incurred **RMB 0.7 million** in capital expenditure for property, plant and equipment and **RMB 278.6 million** for investment properties, recorded a **RMB 1,070.1 million** fair value loss on investment properties, and valued them using income capitalization, direct comparison, and residual methods Capital Expenditure and Disposals | Item | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Capital expenditure on property, plant and equipment | 702 | 544 | | Capital expenditure on investment properties | 278,605 | 270,648 | | Gross carrying amount of investment properties disposed of | 22,329 | 1,279,400 | | Cash proceeds from disposal of investment properties | 18,908 | 775,113 | - The fair value change of investment properties resulted in a loss of approximately **RMB 1,070.1 million**[114](index=114&type=chunk)[120](index=120&type=chunk)[299](index=299&type=chunk)[305](index=305&type=chunk) - Investment properties were valued using the income capitalization approach, direct comparison approach, and residual method[300](index=300&type=chunk)[303](index=303&type=chunk)[306](index=306&type=chunk)[307](index=307&type=chunk) [Equity Instruments at FVTOCI](index=55&type=section&id=Equity%20Instruments%20at%20FVTOCI) As of **June 30, 2025**, the Group's total investment in equity instruments at FVTOCI was **RMB 607.6 million**, primarily comprising listed equity securities in mainland China and equity in unlisted companies, held for long-term strategic purposes Investments in Equity Instruments at FVTOCI | Investment Category | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Equity securities listed in mainland China | 604,989 | 521,738 | | Equity interests in certain unlisted companies | 2,565 | 2,565 | | **Total** | **607,554** | **524,303** | - These investments are not held for trading but for long-term strategic purposes[315](index=315&type=chunk) [Accounts Receivable](index=56&type=section&id=Accounts%20Receivable) As of **June 30, 2025**, the Group's net accounts receivable totaled **RMB 87.1 million**, primarily from customer contracts and lease receivables, with most balances due within **12 months** Aging Analysis of Accounts Receivable (Net) | Aging | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Within 1 month | 17,325 | 24,217 | | 1 to 12 months | 49,665 | 33,501 | | 13 to 24 months | 20,093 | 10,456 | | **Total** | **87,083** | **68,174** | - Accounts receivable primarily arise from property sales, rental income from leased properties, and comprehensive services[317](index=317&type=chunk) [Accounts Payable](index=57&type=section&id=Accounts%20Payable) As of **June 30, 2025**, the Group's total accounts payable amounted to **RMB 4,922.5 million**, with the majority due within **1 to 12 months** according to the aging analysis Aging Analysis of Accounts Payable | Aging | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Within 1 month | 997,984 | 1,903,996 | | 1 to 12 months | 2,585,973 | 1,872,320 | | 13 to 24 months | 1,139,048 | 530,660 | | Over 24 months | 199,455 | 137,284 | | **Total** | **4,922,460** | **4,444,260** | [Borrowings](index=57&type=section&id=Borrowings) As of **June 30, 2025**, the Group's total borrowings were approximately **RMB 31,058.2 million**, mostly floating-rate bank loans; **RMB 29,634.2 million** were secured by Group assets and/or the ultimate controlling shareholder's equity instruments, with **RMB 27,778.6 million** repayable on demand due to covenant breaches Composition and Repayment Period of Borrowings | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Floating-rate bank loans | 24,968,955 | 25,612,596 | | Fixed-rate bank loans | 1,537,485 | 2,267,563 | | Fixed-rate other borrowings | 4,551,794 | 4,581,218 | | **Total Borrowings** | **31,058,234** | **32,461,377** | | Of which: Secured | 29,634,190 | 30,893,130 | | Of which: Unsecured | 1,424,044 | 1,568,247 | | Borrowings repayable within 1 year | 314,595 | 289,223 | | Borrowings repayable on demand due to breach of loan covenants | 27,778,598 | 29,108,972 | - Secured borrowings are collateralized by various Group assets, equity interests in subsidiaries, and/or certain equity instruments held by Mr. Huang, the ultimate controlling shareholder[323](index=323&type=chunk) - For the six months ended **June 30, 2025**, the average financing cost for interest-bearing loans was approximately **7.9%**[115](index=115&type=chunk)[121](index=121&type=chunk) [Domestic Corporate Bonds](index=59&type=section&id=Domestic%20Corporate%20Bonds) As of **June 30, 2025**, the Group's total domestic corporate bonds amounted to **RMB 975.5 million**, with **RMB 129.9 million** classified as current and **RMB 845.6 million** as non-current Domestic Corporate Bonds Analysis | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Current | 129,878 | 129,821 | | Non-current | 845,632 | 845,265 | | **Total** | **975,510** | **975,086** | [Share Capital](index=59&type=section&id=Share%20Capital) As of **June 30, 2025**, the company's authorized share capital was **30,000,000 thousand shares** with a par value of **HKD 0.01** each; issued and fully paid share capital was **6,057,493 thousand shares**, amounting to **RMB 54,836 thousand** Composition of Share Capital | Item | June 30, 2025 (thousand shares) | June 30, 2025 (RMB thousand) | December 31, 2024 (thousand shares) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | :--- | :--- | | Authorized share capital (ordinary shares of HKD 0.01 each) | 30,000,000 | 240,000 | 30,000,000 | 240,000 | | Issued and fully paid share capital (ordinary shares of HKD 0.01 each) | 6,057,493 | 54,836 | 5,597,704 | 46,702 | [Bond/Debt Component of Convertible Bond](index=60&type=section&id=Bond%2FDebt%20Component%20of%20Convertible%20Bond) As of **June 30, 2025**, the convertible bond debt component's net book value was **RMB 151.8 million**; the company issued 2018 and 2025 convertible bonds, with the 2025 bond maturing in H1 2025 and its conversion option having zero fair value Movements in Convertible Bond Debt Component | Item | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Net book value at January 1 | 142,213 | 119,898 | | Interest expense | 10,170 | 24,561 | | Interest paid | – | (4,264) | | Exchange difference | (621) | 2,018 | | **Net book value classified as current liabilities at June 30/December 31** | **151,762** | **142,213** | - The 2018 convertible bond's maturity date was extended multiple times, with revised covenants including shareholders' equity not less than **RMB 11.5 billion** and total debt to total assets ratio not exceeding **75%**[337](index=337&type=chunk)[340](index=340&type=chunk) - The 2025 convertible bond, with a principal of **USD 20 million**, an annual interest rate of **6%**, and an initial conversion price of **HKD 2.00**, matured in H1 2025[351](index=351&type=chunk)[358](index=358&type=chunk)[360](index=360&type=chunk) - As of **June 30, 2025**, the fair value of the conversion option for the 2025 convertible bond was **zero**[358](index=358&type=chunk)[360](index=360&type=chunk) [Share-Based Employee Compensation](index=64&type=section&id=Share-Based%20Employee%20Compensation) The company adopted a share option scheme on **June 2, 2016**, granting **285,800,000** options on **June 28, 2016**; as of **June 30, 2025**, **225,340,000** options remained unexercised, with **3,000,000** forfeited due to independent non-executive director resignations, and no ordinary options exercised during the period - The company granted **285,800,000** share options on **June 28, 2016**, with an exercise price of **HKD 1.846** per share[166](index=166&type=chunk)[171](index=171&type=chunk)[359](index=359&type=chunk)[361](index=361&type=chunk) Details of Share Option Movements (as of June 30, 2025) | Category | Balance as of Jan 1, 2025 | Forfeited during the period | Balance as of June 30, 2025 | Exercise Price Per Share (HKD) | | :--- | :--- | :--- | :--- | :--- | | Directors | 21,100,000 | (3,000,000) | 18,100,000 | 1.846 | | Employees and Others | 206,340,000 | – | 206,340,000 | 1.846 | | **Total** | **228,340,000** | **(3,000,000)** | **225,340,000** | | - No ordinary share options were exercised during the period[365](index=365&type=chunk)[366](index=366&type=chunk) [Pledge of Assets](index=67&type=section&id=Pledge%20of%20Assets) As of **June 30, 2025**, the Group pledged approximately **RMB 22,601.0 million** in assets, including properties under development for sale, properties held for sale, investment properties, equity instruments at FVTOCI, pledged bank deposits, and property, plant and equipment, as collateral for various bank and other financings Total Pledged Assets | Asset Category | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Properties under development for sale | 4,353,194 | 4,330,409 | | Properties held for sale | 1,108,093 | 1,178,283 | | Equity instruments at fair value through other comprehensive income | 604,989 | 521,738 | | Investment properties | 15,602,654 | 15,901,447 | | Pledged bank deposits | 290,479 | 592,846 | | Property, plant and equipment | 557,248 | 753,694 | | Dividends receivable from equity instruments at fair value through other comprehensive income | 84,390 | 71,846 | | **Total** | **22,601,047** | **23,350,263** | - The Group's equity interests in certain subsidiaries are also pledged as collateral for various bank financings[369](index=369&type=chunk) [Financial Guarantee Contracts and Commitments](index=68&type=section&id=Financial%20Guarantee%20Contracts%20and%20Commitments) As of **June 30, 2025**, the Group provided financial guarantees of approximately **RMB 6,894.0 million** for buyers' mortgage financing and had contracted but unprovided capital and other commitments of **RMB 11,650.9 million** related to investment properties under construction, properties under development for sale, and demolition compensation - As of **June 30, 2025**, the Group provided financial guarantees of approximately **RMB 6,894.0 million** for certain buyers' mortgage financing[370](index=370&type=chunk)[375](index=375&type=chunk) - The Group had contracted but unprovided capital and other commitments of **RMB 11,650.9 million**, relating to investment properties under construction, properties under development for sale, and demolition compensation payments[374](index=374&type=chunk)[376](index=376&type=chunk) [Related Party Disclosures](index=69&type=section&id=