目 錄 | 2 | 公司資料 | | --- | --- | | 3 | 董事簡介 | | 5 | 主席報告書 | | 12 | 管理層之討論及分析 | | 22 | 簡明綜合財務報表 | | | 簡明綜合損益表 22 | | | 23 簡明綜合全面收益表 | | | 簡明綜合財務狀況表 24 | | | 26 簡明綜合權益變動表 | | | 28 簡明綜合現金流量表 | | | 簡明綜合財務報表附註 30 | | 53 | 其他資料 | | 68 | 中期財務資料審閱報告 | 公司資料 董事 執行董事 羅旭瑞（主席兼行政總裁） 羅俊圖（副主席） 羅寶文（副主席） 吳季楷（首席營運官） 梁蘇寶 温子偉 獨立非執行董事 莊澤德 伍頴梅，JP 黃之強 審計委員會 伍頴梅，JP（主席） 莊澤德 黃之強 薪酬委員會 黃之強（主席） 羅旭瑞 莊澤德 伍頴梅，JP 提名委員會 羅旭瑞（主席） 莊澤德 伍頴梅，JP 黃之強 秘書 林秀芬 Clarendon House, 2 Church Street Hamilton HM 11, Bermuda 總辦事處及主要營業地點 核數師 安永會計師事務所 執業會計師 註冊公眾利益 ...

CONTENTS 目錄 3 Financial Overview 財務摘要 4 Management Discussion and Analysis 管理層討論與分析 13 Corporate Governance and Other Information 企業管治及其他資料 30 Report on Review of Interim Financial Information 中期財務資料的審閱報告 32 Interim Condensed Consolidated Statement of Comprehensive Income 中期簡明合併綜合收益表 34 Interim Condensed Consolidated Balance Sheet 中期簡明合併資產負債表 36 Interim Condensed Consolidated Statement of Changes in Equity 中期簡明合併權益變動表 38 Interim Condensed Consolidated Statement of Cash Flows 中期簡明合併現金流量表 40 Notes to the Inte ...

Financial Performance - Revenue for the six months ended June 30, 2025, was HK$22,151,000, a decrease of 6.8% compared to HK$23,767,000 for the same period in 2024[13] - Gross profit for the period was HK$6,841,000, down 16.7% from HK$8,211,000 in the previous year[13] - Profit before income tax was HK$2,095,000, a significant recovery from a loss of HK$24,965,000 in the same period last year[13] - The company reported a profit for the period of HK$2,095,000, compared to a loss of HK$24,581,000 in the prior year[13] - Basic and diluted earnings per share for the period were HK$0.78 cents, a turnaround from a loss of HK$7.38 cents per share in the previous year[16] - Fair value gain on financial assets was HK$16,405,000, compared to a loss of HK$11,980,000 in the previous year[13] - The total comprehensive income for the period was HK$2,095,000, compared to a total comprehensive loss of HK$24,553,000 in the previous year[16] - Other income for the period was HK$366,000, down from HK$559,000 in the same period last year[13] - Total comprehensive income for the period was HK$2,552,000, with a profit for the period also reported at HK$2,552,000[25] Assets and Liabilities - As of June 30, 2025, total assets less current liabilities amounted to HK$233,491,000, a slight decrease from HK$233,728,000 as of December 31, 2024[22] - Net current liabilities improved to HK$76,084,000 from HK$81,957,000 as of December 31, 2024, indicating better liquidity management[22] - The company's net assets increased to HK$222,748,000 as of June 30, 2025, compared to HK$220,653,000 at the end of 2024[22] - Cash and bank balances decreased to HK$8,417,000 from HK$12,410,000 as of December 31, 2024, reflecting a reduction in liquidity[22] - Financial assets at fair value through profit or loss increased to HK$53,635,000 from HK$43,000,000, showing a positive trend in investment performance[22] - Lease liabilities decreased to HK$9,703,000 from HK$8,506,000, indicating a reduction in financial obligations[22] - Bank borrowings (secured) slightly decreased to HK$111,951,000 from HK$113,942,000, reflecting a stable debt position[22] - The company's reserves increased to HK$158,634,000 from HK$156,082,000, indicating growth in retained earnings and other reserves[22] - The equity attributable to the owners of the company rose to HK$223,849,000 from HK$221,297,000, demonstrating overall growth in shareholder value[22] Cash Flow - For the six months ended June 30, 2025, net cash generated from operating activities was HK$7,161,000, an increase from HK$3,832,000 in the same period of 2024[32] - The net decrease in cash and cash equivalents for the six months ended June 30, 2025, was HK$3,993,000, compared to HK$7,474,000 in the prior year[32] - Cash and cash equivalents at June 30, 2025, were HK$8,417,000, up from HK$4,216,000 at the same date in 2024[32] Revenue Breakdown - Hair styling services revenue decreased to HK$5,989,000 from HK$6,288,000, a decline of 4.8%[48] - Hospitality services revenue decreased to HK$13,439,000 from HK$14,200,000, a decline of 5.4%[48] - Rental income for the period was HK$1,473,000, down from HK$1,578,000, a decrease of 6.6%[48] - Interest income from money lending decreased slightly to HK$38,000 from HK$41,000[48] - Revenue from external customers in Hong Kong for the six months ended June 30, 2025, was HK$20,933,000, down from HK$22,757,000 in 2024[68] Segment Performance - Securities investments segment reported a profit of HK$17,431,000 compared to a loss of HK$10,544,000 in the previous year[51] - The hospitality service segment recorded a turnover of HK$13,439,000, a decrease of 5% compared to the previous year, with a net loss of HK$204,000, narrowing the loss by 63%[127] - The hair styling business segment reported a turnover of HK$6,174,000 for 1H 2025, a decrease of 5% year-on-year, with service income and product sales down by 5% and 20% respectively[120] Market Conditions - The Hong Kong retail market faced pressure with ongoing challenges in retail sales value and volume, despite a slight increase in overall retail sales in May after a 14-month decline[113] - The global economic outlook showed significant deterioration due to ongoing geopolitical tensions and extreme trade policies introduced by the US[106] - The residential property sector experienced a fair value loss due to declining property prices, which are now over 30% below their 2018 peak[117] Strategic Initiatives - The Group aims to strengthen its financial position and explore feasible debt reduction plans while monetizing underperforming assets to generate cash inflows[176] - The Group is cautiously optimistic about the long-term prospects for Hong Kong's tourism and hospitality industry, supported by government initiatives[177] - The Group plans to leverage its brand recognition in mid-scale "Medium Tariff" hostels to provide resilience and recovery potential in the hospitality sector[177] - The hair styling business is focused on enhancing customer service standards and embracing technological innovations like AI-driven personalized hair care recommendations[181] Shareholder Information - As of June 30, 2025, Mr. Tsang Chiu Mo holds 158,601,022 shares, representing 48.64% of the total shareholding[188] - Ms. Tsang Chiu Yuen holds 3,064,000 shares, accounting for 0.94% of the total shareholding[188] - The company has not been notified of any other substantial shareholders with interests of 5% or more as of June 30, 2025[200]

[**Company Information**](index=4&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99) [Company Basic Information](index=4&type=section&id=%E5%85%AC%E5%8F%B8%E5%9F%BA%E6%9C%AC%E4%BF%A1%E6%81%AF) This section discloses the company's basic information, including board members (executive and independent non-executive directors), committee members, company secretary, auditor, principal bankers, share registrar, registered office, and head office - Board members include Chairman and Chief Executive Officer Mr. Lo Yuk Sui, Vice Chairman and Managing Director Mr. Lo Chun To as executive directors, and Mr. Leung Po Wing, Ms. Ng Wing Mui as independent non-executive directors[9](index=9&type=chunk) - Composition of the Audit Committee, Remuneration Committee, and Nomination Committee[9](index=9&type=chunk) - The company's auditor is Ernst & Young, with principal bankers including Bank of Communications and The Bank of East Asia[9](index=9&type=chunk) [**Directors' Biographies**](index=5&type=section&id=%E8%91%A3%E4%BA%8B%E7%B0%A1%E4%BB%8B) [Board Members' Background and Responsibilities](index=5&type=section&id=%E8%91%A3%E4%BA%8B%E4%BC%9A%E6%88%90%E5%91%98%E8%83%8C%E6%99%AF%E4%B8%8E%E8%81%8C%E8%B4%A3) This section details the personal backgrounds, ages, key positions, educational and professional qualifications, tenure, and other significant appointments of the company's board members, including roles in associated companies like Century City, Regal Hotels, and Cosmopolitan International - Mr. Lo Yuk Sui (**80** years old): Chairman and Chief Executive Officer, appointed Chairman and Managing Director since **1993**, and Chief Executive Officer in **2007**, coordinating the Group's overall policies and decisions[11](index=11&type=chunk) - Mr. Lo Chun To (**51** years old): Vice Chairman and Managing Director, appointed to the Board in **1999**, primarily involved in overseeing the Group's property projects and Century City Group's business development[12](index=12&type=chunk) - Ms. Lo Po Man (**45** years old): Executive Director, appointed to the Board in **2007**, primarily responsible for coordinating the Group's hotel operations and Century City Group's corporate investment and business development[15](index=15&type=chunk) - Mr. Leung Po Wing (**75** years old): Independent Non-Executive Director, formerly Director of the Hong Kong Special Administrative Region Government's Beijing Office, with extensive experience in corporate leadership and public affairs[13](index=13&type=chunk) [**Chairman's Statement**](index=8&type=section&id=%E4%B8%BB%E5%B8%AD%E5%A0%B1%E5%91%8A%E6%9B%B8) [Financial Performance](index=8&type=section&id=%E8%B4%A2%E5%8A%A1%E4%B8%9A%E7%BB%A9) For the six months ended June 30, 2025, the Group's consolidated loss attributable to shareholders decreased to HKD **613.4** million from HKD **676.3** million, with gross profit at HKD **403.8** million and an operating loss of HKD **24.7** million, primarily due to fair value losses on investment properties and impairment losses on properties held for sale | Metric | H1 2025 (HKD million) | H1 2024 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Consolidated Loss Attributable to Shareholders | 613.4 | 676.3 | Loss narrowed | | Gross Profit | 403.8 | 414.2 | Decrease | | Operating Loss/(Profit) Before Depreciation, Finance Costs and Tax | (24.7) | 78.0 | Turned to loss | | Fair Value Loss on Investment Properties and Impairment Loss on Properties Held for Sale | 200.8 | N/A | Increase | | Depreciation Expense for Hotel Properties | 335.4 | 338.4 | Slight decrease | - Adjusted Net Asset Value: If Hong Kong hotel properties were revalued at market price, net asset value per share would be **HKD 12.57**[23](index=23&type=chunk) [Business Review](index=8&type=section&id=%E4%B8%9A%E5%8A%A1%E5%9B%9E%E9%A1%BE) The Group's diversified businesses include property, hotels, aircraft ownership and leasing, financial assets, and other investments, with stable Hong Kong residential demand and improved hotel performance, while non-core assets were divested - The Group currently comprises **four** listed companies with diversified business interests including property, hotels, aircraft ownership and leasing, and financial assets and other investments[24](index=24&type=chunk) - The Group directly holds approximately **69.3%** controlling interest in Regal through its wholly-owned subsidiary, and Regal holds approximately **74.9%** of the issued fund units of Regal REIT[24](index=24&type=chunk) - The Group's property development and investment business in Hong Kong is primarily conducted through P&R Holdings Limited, a **50/50** joint venture between Regal and the Company[25](index=25&type=chunk) [Property](index=9&type=section&id=%E7%89%A9%E6%A5%AD) Hong Kong's property market faces tight liquidity and high inventory, but residential demand remains stable, with the Group's 'Regal Hill' project showing sales progress and other investment properties held - Total sales transactions for Hong Kong residential properties continue to rise, with the downward trend in property prices narrowing, suggesting the market may be entering an upward cycle[26](index=26&type=chunk) - Regal Hill project: Since early **2025**, a total of **18** apartment units and **1** house have been sold or are under agreement for sale, with **3** houses and a total of **59** apartment units still held for sale[26](index=26&type=chunk) - Other properties held by P&R include: We Go MALL in Ma On Shan, Shatin, Regal Oriental Hotel and iclub Sheung Wan Hotel (50% interest), and commercial/residential development sites in Kinhua Street, Shau Kei Wan and Castle Peak Road[27](index=27&type=chunk) [Regal Hotels International Holdings Limited](index=10&type=section&id=%E5%AF%8C%E8%B1%AA%E9%85%92%E5%BA%97%E5%9B%BD%E9%99%85%E6%8E%A7%E8%82%A1%E6%9C%89%E9%99%90%E5%85%AC%E5%8F%B8) Regal Hotels International Holdings Limited's consolidated loss attributable to shareholders significantly narrowed to HKD **677.6** million, driven by reduced financial asset fair value losses and lower finance costs, with improved hotel operations and ongoing non-core asset disposals in London and Lisbon | Metric | H1 2025 (HKD million) | H1 2024 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Consolidated Loss Attributable to Shareholders | 677.6 | 1,599.2 | Loss significantly narrowed | | Fair Value Gain/(Loss) on Financial Assets | 6.6 | (932.6) | Turned to gain | | Operating Profit/(Loss) Before Interest, Tax, Depreciation and Amortisation | 85.4 | (734.8) | Turned to profit | - Hong Kong hotel average occupancy rate increased from **83.0%** in **2024** to **85.0%** in **2025**, but actual average room rate decreased by **10.8%**, leading to an **8.6%** year-on-year reduction in average RevPAR[32](index=32&type=chunk) - Regal Airport Hotel's business remained stable and further improved in occupancy and average RevPAR compared to the prior period, with **HKD 2.95 billion** refinancing completed[33](index=33&type=chunk)[34](index=34&type=chunk) - Regal Group has entered into conditional agreements to dispose of properties in London, UK (**GBP 19.5 million**) and Lisbon, Portugal (**EUR 9.3 million**) as part of its non-core asset disposal plan[39](index=39&type=chunk)[40](index=40&type=chunk) - Aircraft ownership and leasing business: Regal Group further disposed of its remaining investment interests in this business segment in **2024**[41](index=41&type=chunk) [Cosmopolitan International Holdings Limited](index=13&type=section&id=%E5%9B%9B%E6%B5%B7%E5%9C%8B%E9%9A%9B%E9%9B%86%E5%9C%98%E6%9C%89%E9%99%90%E5%85%AC%E5%8F%B8) Cosmopolitan International Holdings Limited's consolidated loss attributable to shareholders significantly decreased to HKD **56.5** million, primarily due to lower tax expenses, despite a weak China property market and slow sales in Chengdu and Tianjin projects, with active plans to divest remaining commercial units | Metric | H1 2025 (HKD million) | H1 2024 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Consolidated Loss Attributable to Shareholders | 56.5 | 169.0 | Loss decreased | - The decrease in loss was mainly attributable to lower tax expenses, as the prior period in **2024** saw a significant increase in tax expenses due to a revised basis for allocating China property project development costs[42](index=42&type=chunk) - The overall property market conditions in China remained weak, with slow progress in property sales for the two integrated development projects (primarily comprising commercial and retail components) in Chengdu and Tianjin[43](index=43&type=chunk) - For the Chengdu Regal International City project, all development works are substantially completed, and Cosmopolitan Group is actively planning to sell the remaining commercial and office units on a block and individual unit basis[43](index=43&type=chunk) [Outlook](index=13&type=section&id=%E5%B1%95%E6%9C%9B) Hong Kong's business outlook remains challenging due to macroeconomics and geopolitics, despite tourism recovery, with the Group anticipating positive interest rate impacts from potential HIBOR and Fed rate cuts, while continuing non-core asset disposals and hoping for China's property market stabilization - The overall business outlook for Hong Kong remains challenging; despite a steady increase in total visitor arrivals, mainland tourists' consumption habits have shifted towards cultural and in-depth experiences, leading to a decrease in per capita spending[44](index=44&type=chunk) - The Hong Kong Government is actively promoting the "Hong Kong Everywhere" concept and launching **nine** new tourist attractions to solidify its position as Asia's premier events and entertainment hub[44](index=44&type=chunk) - HIBOR has been at a relatively low level over the past two months, and the US Federal Reserve is generally expected to cut interest rates in the second half of this year, which may have a positive impact on Hong Kong's interest rate environment[45](index=45&type=chunk) - Regal Group will continue its asset disposal plan to reduce its debt level and strengthen its overall financial position[45](index=45&type=chunk) - Cosmopolitan Group believes that the Central Government will continue to introduce supportive fiscal policies and administrative measures to stimulate demand and restore market confidence, thereby stabilizing the China property sector[46](index=46&type=chunk) - Paliburg Group's management is taking proactive steps to strengthen the Group's financial foundation through planned disposals of certain non-core assets[47](index=47&type=chunk) [**Management Discussion and Analysis**](index=15&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E4%B9%8B%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) [Business Review](index=15&type=section&id=%E4%B8%9A%E5%8A%A1%E5%9B%9E%E9%A1%BE) This section reviews the Group's main business operations, including P&R Holdings' Hong Kong property developments, Regal Hotels' local and overseas hotel and property projects with ongoing non-core asset sales, Cosmopolitan International's slow-selling China projects, and the Group's construction and financial asset investment activities - The Group's significant investments and principal businesses primarily include property development and investment, construction and building-related business, hotel ownership, hotel operations and management, asset management, aircraft ownership and leasing, and other investments (including financial asset investments)[50](index=50&type=chunk) - P&R Holdings Limited (P&R) is a **50/50** joint venture with Regal, effectively a subsidiary of the Company, engaged in developing real estate projects for sale and/or lease, and undertaking related investment and financing activities[52](index=52&type=chunk) [P&R Holdings Limited](index=15&type=section&id=P%26R%20Holdings%20Limited%E7%99%BE%E5%AF%8C%E6%8E%A7%E8%82%A1%E6%9C%89%E9%99%90%E5%85%AC%E5%8F%B8) P&R Holdings manages various Hong Kong property projects, with completed sales for some residential units, ongoing sales for others like Regal Hill, stable rental income from We Go MALL, and operational hotels, while new developments are in planning or demolition phases - The Shing and Regal Hill projects in Tan Kwai Tsuen Road, Yuen Long, New Territories: All units in The Shing apartment building have been sold, and **7** houses at Regal Hill are retained for sale[53](index=53&type=chunk) - We Go MALL in Po Tai Street, Ma On Shan, Shatin, New Territories: Developed as a shopping mall, opened in **2018**, held for rental income, with stable leasing conditions during the period[54](index=54&type=chunk) - The Shing in Shun Ning Road, Sham Shui Po, Kowloon: All residential units and certain shops and parking spaces have been sold, with **2** remaining shops and **5** parking spaces continuing to be offered for sale[55](index=55&type=chunk) - Regal Hill in Lai Ping Road, Kau To, Shatin, New Territories: To date, a total of **21** garden houses and **77** apartment units have been sold or are under agreement for sale, with total sales proceeds of **HKD 5.2185 billion**[57](index=57&type=chunk) - iclub Mong Kok Hotel in Anchor Street, Mong Kok, Kowloon: Opened in March **2019**, operated by P&R and managed by Regal Group[58](index=58&type=chunk) - iclub Sheung Wan Hotel in Bonham Strand West, Sheung Wan, Hong Kong: P&R holds a **50%** interest, officially opened in November **2020**, operated by the joint venture and managed by Regal Group[60](index=60&type=chunk) [Regal Hotels International Holdings Limited](index=17&type=section&id=%E5%AF%8C%E8%B1%AA%E9%85%92%E5%BA%97%E5%9B%BD%E9%99%85%E6%8E%A7%E8%82%A1%E6%9C%89%E9%99%90%E5%85%AC%E5%8F%B8) Regal Group operates the **1,208**-room Regal Airport Hotel in Hong Kong, has sold most units at The Shing project, retains **8** villas at Regal Bay, and is divesting overseas properties in London (**GBP 19.5 million**) and Lisbon (**EUR 9.3 million**), while its Barcelona hotel generates stable rental income - Regal Airport Hotel at Hong Kong International Airport: Officially opened in April **2023**, with **1,208** rooms and suites, and awarded BEAM Plus Gold and EarthCheck Design Gold certifications[63](index=63&type=chunk)[64](index=64&type=chunk) - The Shing in Queen's Road West, Hong Kong: The remaining **123** residential units were relaunched for sale in June this year, and to date, a total of **120** relaunched residential units have been sold or are under agreement for sale, with total sales proceeds of **HKD 898.7 million**[65](index=65&type=chunk) - Regal Bay in Wong Ma Kok Road, Stanley, Hong Kong: Regal Group still retains **8** garden houses, and some of these garden houses will continue to be offered for sale if satisfactory offers are received[67](index=67&type=chunk) - **41** Kingsway property in London, UK: A conditional agreement has been entered into for the disposal of the entire equity interest in its wholly-owned subsidiary, with a total purchase price of **GBP 19.5 million** (equivalent to approximately **HKD 204.1 million**)[69](index=69&type=chunk) - Fabrik at Rua Dos Fanqueiros **156**, Lisbon, Portugal: An agreement has been entered into for the disposal of the entire equity and loan interests in the project company, with a cash consideration of **EUR 9.3 million** (equivalent to approximately **HKD 83.9 million**)[71](index=71&type=chunk) [Cosmopolitan International Holdings Limited](index=19&type=section&id=%E5%9B%9B%E6%B5%B7%E5%9C%8B%E9%9A%9B%E9%9B%86%E5%9C%98%E6%9C%89%E9%99%90%E5%85%AC%E5%8F%B8) Cosmopolitan International's China property developments include Chengdu Regal International City and Tianjin Regal New Gate, with residential units largely sold, ongoing commercial sales, and plans to divest remaining commercial and office units in Chengdu, while the Tianjin commercial market remains weak, and the Xinjiang project is in afforestation - Chengdu project – Regal International City: All residential units in Phase **3** were sold in prior years, sales of shops and parking spaces are ongoing, and the hotel has obtained completion certificates and property ownership certificates[72](index=72&type=chunk)[73](index=73&type=chunk) - Remaining commercial portion of Chengdu project: Includes a commercial complex and **five** office towers, with active plans to sell these remaining units on a block and individual unit basis[73](index=73&type=chunk) - Tianjin project – Regal New Gate: All residential units have been sold, shop sales plans are ongoing, and the remaining office properties will continue to be monitored for market conditions for sale[75](index=75&type=chunk) - Xinjiang project: Afforestation has been completed on approximately **4,300** mu of land, with approximately **1,843** mu of land to be available for real estate development in the future[76](index=76&type=chunk) [Construction and Building-Related Business](index=21&type=section&id=%E5%BB%BA%E7%AF%89%E5%8F%8A%E8%88%87%E6%A8%93%E5%AE%87%E7%9B%B8%E9%97%9C%E6%A5%AD%E5%8B%99) The Group's wholly-owned Righteous Engineering Limited serves as the main contractor and construction manager for P&R residential and hotel projects, including Regal Hill and Regal Airport Hotel, while also seeking public contracts and providing comprehensive development consultancy services - Righteous Engineering Limited: Wholly-owned by the Group, serving as the main contractor for P&R residential projects and other hotel projects, and responsible for construction management of the Regal Hill project and Regal Airport Hotel[77](index=77&type=chunk) - Development Consultancy Division: Provides professional services including development appraisal, project management, architecture, interior design, quality control, and quantity surveying from project inception to completion[77](index=77&type=chunk) [Financial Assets and Other Investments](index=21&type=section&id=%E9%87%91%E8%9E%8D%E8%B3%87%E7%94%A2%E5%8F%8A%E5%85%B6%E4%BB%96%E6%8A%95%E8%B3%87) The Group holds a substantial investment portfolio including listed securities, funds, private equity, bonds, and treasury products, recording a net loss in its financial asset investment business during the review period - The Group holds a substantial investment portfolio including listed securities and other investments, comprising investment funds, private equity, bonds, and treasury and yield enhancement products[78](index=78&type=chunk) - During the review period, the Group recorded a net loss in its financial asset investment business[78](index=78&type=chunk) [Financial Review](index=21&type=section&id=%E8%B4%A2%E5%8A%A1%E5%9B%9E%E9%A1%BE) This section reviews the Group's financial position as of June 30, 2025, with an unaudited adjusted net asset value per share of HKD **12.57** if Hong Kong hotel properties were revalued at market price, noting improved cash flow, slightly increased gearing, and compliance with loan covenants, alongside disclosures on lease liabilities, pledged assets, capital commitments, contingent liabilities, share capital, dividends, and post-reporting events - The Group's overall business operations have consistently adopted prudent funding and financial policies[81](index=81&type=chunk) [Asset Value](index=21&type=section&id=%E8%B3%87%E7%94%A2%E5%83%B9%E5%80%BC) The Group's Hong Kong hotel properties are accounted for at fair value as of May 7, 2012, plus capital additions less depreciation; revaluing them to market price as of June 30, 2025, would result in an unaudited adjusted net asset value of **HKD 12.57** per ordinary share | Metric | Jun 30, 2025 (HKD million) | Per Ordinary Share (HKD) | | :--- | :--- | :--- | | Book Net Asset Value Attributable to Owners of the Parent | 7,952.5 | 7.13 | | Hotel Properties Revaluation Adjustment at Market Value | 6,056.2 | 5.44 | | Unaudited Adjusted Net Asset Value Attributable to Owners of the Parent | 14,008.7 | 12.57 | [Capital Resources and Funding](index=22&type=section&id=%E8%B3%87%E6%9C%AC%E8%B3%87%E6%BA%90%E5%8F%8A%E8%B3%87%E9%87%91) The Group maintains prudent funding and financial policies, with cash primarily held in banks, funding Hong Kong property developments through internal resources and HIBOR-linked bank loans, and China projects through internal funds and pre-sales, while managing interest and exchange rate risks for its predominantly HKD-denominated bank borrowings - Cash balances are primarily held as bank deposits and invested in treasury and yield enhancement products when deemed appropriate[81](index=81&type=chunk) - Funding for Hong Kong property development projects is partly from internal resources and partly from bank loans, with interest rates determined by reference to HIBOR[81](index=81&type=chunk) - Most funding for China property development projects is provided by internal resources and proceeds from pre-sales of units[81](index=81&type=chunk) - The Group's bank borrowings are predominantly denominated in HKD, with interest primarily determined by reference to HIBOR, and the Group may consider using USD or HKD as hedging instruments for part or all of its investment amounts to control exchange rate fluctuation risks[81](index=81&type=chunk) [Cash Flow](index=22&type=section&id=%E7%8E%B0%E9%87%91%E6%B5%81%E9%87%8F) During the review period, net cash flow from operating activities significantly increased to HKD **198.3** million from HKD **21** million in the prior period, while net interest expenses decreased to HKD **472.9** million from HKD **593.5** million | Metric | H1 2025 (HKD million) | H1 2024 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 198.3 | 21.0 | Significantly increased | | Net Interest Expense | 472.9 | 593.5 | Decrease | [Debt and Gearing Ratio](index=22&type=section&id=%E5%82%B5%E9%A0%85%E5%8F%8A%E8%B3%87%E7%94%A2%E8%B2%A0%E5%80%B5%E6%AF%94%E7%8E%87) As of June 30, 2025, the Group's cash and bank balances plus time deposits totaled HKD **982.6** million, with net debt at HKD **18.5247** billion, resulting in a gearing ratio of **52.8%** (up from **50.8%**), or **40.4%** if hotel properties are revalued at market price | Metric | Jun 30, 2025 (HKD million) | Dec 31, 2024 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Cash and Bank Balances with Time Deposits | 982.6 | 1,404.2 | Decrease | | Debt Net of Cash and Bank Balances with Time Deposits | 18,524.7 | 18,332.2 | Slight increase | | Gearing Ratio (Based on Book Total Assets) | 52.8% | 50.8% | Increase | | Gearing Ratio (Based on Adjusted Total Assets) | 40.4% | 38.9% | Increase | [Lease Liabilities](index=23&type=section&id=%E7%A7%9F%E8%B3%83%E8%B2%A0%E5%82%B5) As of June 30, 2025, the Group's lease liabilities decreased to HKD **9.2** million from HKD **10.8** million as of December 31, 2024 | Metric | Jun 30, 2025 (HKD million) | Dec 31, 2024 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Lease Liabilities | 9.2 | 10.8 | Decrease | [Pledged Assets](index=23&type=section&id=%E8%B3%87%E7%94%A2%E6%8A%B5%E6%8A%BC) As of June 30, 2025, the Group pledged HKD **28.5113** billion in assets, including properties under development, plant and equipment, investment properties, right-of-use assets, properties held for sale, time deposits, and bank balances, to secure bank loans and lease guarantees, with shares in listed subsidiaries and other property companies also pledged - As of June 30, **2025**, the Group's properties under development and certain of the Group's property, plant and equipment, investment properties, right-of-use assets, properties held for sale, time deposits and bank balances totaling **HKD 28.5113 billion** were pledged to secure general bank loans and related bank guarantees granted to the Group[87](index=87&type=chunk) - As of June 30, **2025**, certain ordinary shares in a listed subsidiary with a market value of **HKD 54.2 million** were pledged to secure general bank loans granted to the Group[87](index=87&type=chunk) [Capital Commitments](index=23&type=section&id=%E8%B3%87%E6%9C%AC%E6%89%BF%E6%93%94) Details of the Group's capital commitments as of the reporting period are provided in Note **17** to the condensed consolidated financial statements - Details of the Group's capital commitments as of June **30**, **2025**, are set out in Note **17** to the condensed consolidated financial statements[89](index=89&type=chunk) [Contingent Liabilities](index=23&type=section&id=%E6%88%96%E7%84%B6%E8%B2%A0%E5%82%B5) Details of the Group's contingent liabilities as of the reporting period are provided in Note **16** to the condensed consolidated financial statements - Details of the Group's contingent liabilities as of June **30**, **2025**, are set out in Note **16** to the condensed consolidated financial statements[90](index=90&type=chunk) [Share Capital](index=23&type=section&id=%E8%82%A1%E6%9C%AC) There was no change in the company's share capital during the review period - There was no change in the company's share capital during the review period[91](index=91&type=chunk) [Dividends](index=23&type=section&id=%E8%82%A1%E6%81%AF) The Board resolved not to declare an interim dividend for the financial year ending December 31, 2025 - The Board resolved not to declare an interim dividend for the financial year ending December **31**, **2025** (**2024**: nil)[92](index=92&type=chunk) [Events After Reporting Period](index=23&type=section&id=%E5%A0%B1%E5%91%8A%E6%9C%9F%E5%BE%8C%E4%BA%8B%E9%A0%85) Details of events after the reporting period are provided in Note **19** to the condensed consolidated financial statements - Details of significant events after the reporting period for the Group are set out in Note **19** to the condensed consolidated financial statements[93](index=93&type=chunk) [Significant Acquisitions or Disposals of Subsidiaries or Associates](index=24&type=section&id=%E9%87%8D%E5%A4%A7%E4%B9%8B%E6%94%B6%E8%B3%BC%E6%88%96%E5%87%BA%E5%94%AE%E9%99%84%E5%B1%AC%E5%85%AC%E5%8F%B8%E6%88%96%E8%81%AF%E7%87%9F%E5%85%AC%E5%8F%B8%E4%BA%8B%E5%AE%9C) There were no significant acquisitions or disposals of the company's subsidiaries or associates during the review period - During the review period, there were no significant acquisitions or disposals of the company's subsidiaries or associates[94](index=94&type=chunk) [Employees and Remuneration Policy](index=24&type=section&id=%E5%91%98%E5%B7%A5%E5%8F%8A%E8%96%AA%E9%85%AC%E5%88%B6%E5%BA%A6) The Group employs approximately **1,610** staff in Hong Kong and China, with remuneration based on market conditions and individual contributions, and benefits including MPF, medical/life insurance (Hong Kong), and social security/housing provident funds (China) - The Group employs approximately **1,610** staff in Hong Kong and China[95](index=95&type=chunk) - Employee remuneration is generally determined based on market conditions and individual contributions, with salaries reviewed annually considering individual performance and other relevant factors[95](index=95&type=chunk) - Employee benefits provided by the Group include a Mandatory Provident Fund Scheme and medical and life insurance for employees in Hong Kong, and social security funds and housing provident funds for employees in China[95](index=95&type=chunk) [**Condensed Consolidated Financial Statements**](index=25&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) [Condensed Consolidated Statement of Profit or Loss](index=25&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E8%A1%A8) For the six months ended June 30, 2025, the Group reported revenue of **HKD 1.186 billion**, gross profit of **HKD 403.8 million**, an operating loss of **HKD 370.8 million**, a loss before tax of **HKD 894 million**, and a loss attributable to owners of the parent of **HKD 613.4 million**, impacted by fair value and impairment losses | Metric | H1 2025 (HKD million) | H1 2024 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Revenue | 1,186.0 | 1,392.0 | Decrease | | Gross Profit | 403.8 | 414.2 | Decrease | | Fair Value Loss on Investment Properties (Net) | (168.0) | (101.7) | Loss widened | | Fair Value Loss on Financial Assets at FVTPL (Net) | (0.2) | (70.5) | Loss significantly narrowed | | Operating Loss | (370.8) | (278.6) | Loss widened | | Finance Costs | (521.4) | (651.9) | Decrease | | Loss Before Tax | (894.0) | (933.5) | Loss narrowed | | Loss Attributable to Owners of the Parent | (613.4) | (676.3) | Loss narrowed | | Basic and Diluted Loss Per Ordinary Share | HKD (0.59) | HKD (0.64) | Loss narrowed | [Condensed Consolidated Statement of Comprehensive Income](index=26&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) For the six months ended June 30, 2025, the Group's total comprehensive loss narrowed to HKD **839.9** million from HKD **1.0736** billion, primarily influenced by fair value changes in cash flow hedges, foreign currency translation differences, and fair value changes of financial assets designated at fair value through other comprehensive income | Metric | H1 2025 (HKD million) | H1 2024 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Total Comprehensive Loss for the Period | (839.9) | (1,073.6) | Loss narrowed | | Fair Value Change of Cash Flow Hedges | (50.1) | 10.5 | Turned to loss | | Exchange Differences on Translation of Overseas Operations | 107.5 | (61.6) | Turned to gain | | Fair Value Change of Financial Assets Designated at FVTOCI | (0.8) | 2.7 | Turned to loss | [Condensed Consolidated Statement of Financial Position](index=27&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) As of June 30, 2025, the Group's total non-current assets were HKD **25.9886** billion, total current assets HKD **9.0663** billion, total current liabilities HKD **7.965** billion, total non-current liabilities HKD **14.3912** billion, and net assets HKD **12.6987** billion | Metric | Jun 30, 2025 (HKD million) | Dec 31, 2024 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Total Non-Current Assets | 25,988.6 | 26,893.0 | Decrease | | Total Current Assets | 9,066.3 | 9,227.8 | Decrease | | Total Current Liabilities | (7,965.0) | (7,697.1) | Increase | | Total Non-Current Liabilities | (14,391.2) | (14,943.9) | Decrease | | Net Assets | 12,698.7 | 13,479.8 | Decrease | | Equity Attributable to Owners of the Parent | 7,952.5 | 8,484.9 | Decrease | [Condensed Consolidated Statement of Changes in Equity](index=29&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%AC%8A%E7%9B%8A%E8%AE%8A%E5%8B%95%E8%A1%A8) For the six months ended June 30, 2025, the loss attributable to owners of the parent was HKD **613.4** million, with a total comprehensive loss of HKD **566.7** million, primarily impacted by the period's loss, cash flow hedges, foreign currency translation differences, and fair value changes of financial assets at fair value through other comprehensive income | Metric | H1 2025 (HKD million) | H1 2024 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Loss Attributable to Owners of the Parent for the Period | (613.4) | (676.3) | Loss narrowed | | Total Comprehensive Income/(Loss) Attributable to Owners of the Parent for the Period | (566.7) | (711.6) | Loss narrowed | - Cash flow hedges resulted in a decrease of **HKD 24.5 million** in equity attributable to owners of the parent[103](index=103&type=chunk) - Exchange differences on translation of overseas operations resulted in an increase of **HKD 71.7 million** in equity attributable to owners of the parent[103](index=103&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=31&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E7%8E%B0%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) For the six months ended June 30, 2025, net cash flow from operating activities was HKD **198.3** million, from investing activities HKD **158.2** million, and used in financing activities HKD **688.3** million, with cash and cash equivalents totaling HKD **349** million at period-end | Metric | H1 2025 (HKD million) | H1 2024 (HKD million) | Change | | :--- | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 198.3 | 21.0 | Significantly increased | | Net Cash Flow from Investing Activities | 158.2 | 338.9 | Decrease | | Net Cash Flow Used in Financing Activities | (688.3) | (955.6) | Decrease | | Cash and Cash Equivalents at End of Period | 349.0 | 789.8 | Decrease | [Notes to the Condensed Consolidated Financial Statements](index=33&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E6%B3%A8) The notes to the financial statements provide detailed explanations and supplementary information on accounting policies, segment data, revenue, loss before tax, finance costs, income tax, dividends, EPS, receivables/payables, bank borrowings, pledged assets, contingent liabilities, capital commitments, fair value of financial instruments, and post-reporting events - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard **34** "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants[111](index=111&type=chunk) - The condensed consolidated financial statements are prepared on the assumption that the Group can continue as a going concern, and the Group believes it will have sufficient working capital to fund its operations for the next **12** months from June **30**, **2025**[113](index=113&type=chunk) [1. Accounting Policies and Basis of Preparation](index=33&type=section&id=%E4%B8%80%E3%80%81%20%E6%9C%83%E8%A8%88%E6%94%BF%E7%AD%96%E5%8F%8A%E7%B7%A8%E8%A3%BD%E4%B9%8B%E5%9F%BA%E6%BA%96) The condensed consolidated financial statements are prepared in accordance with HKAS **34** and should be read with the **2024** annual financial statements, with no significant impact from newly adopted HKFRS, and are based on a going concern assumption with sufficient working capital for the next **12** months - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard **34** "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants[111](index=111&type=chunk) - The revised Hong Kong Accounting Standard **21** "Lack of Exchangeability" has no impact on the condensed consolidated financial statements[112](index=112&type=chunk) - The condensed consolidated financial statements are prepared on the assumption that the Group can continue as a going concern, and the Group believes it will have sufficient working capital to fund its operations for the next **12** months from June **30**, **2025**[113](index=113&type=chunk) [2. Segment Information](index=34&type=section&id=%E4%BA%8C%E3%80%81%20%E6%A5%AD%E5%8B%99%E5%88%86%E9%A1%9E%E8%B3%87%E6%96%99) The Group's business is categorized into seven segments: property development and investment, construction, hotel operations and ownership, asset management, financial asset investment, aircraft ownership and leasing, and other, with performance assessed based on adjusted profit/loss before tax - The composition of the Group's business units is classified according to the products and services of each business unit, and accordingly, there are **seven** operating segments to be presented: property development and investment, construction and building-related business, hotel operations and management and hotel ownership, asset management, financial asset investment, aircraft ownership and leasing, and other[114](index=114&type=chunk)[116](index=116&type=chunk) - Segment performance is assessed based on the reported segment profit (loss) (i.e., measuring adjusted profit (loss) before tax)[114](index=114&type=chunk) | Segment | H1 2025 Segment Revenue (HKD million) | H1 2025 Segment Result Before Depreciation (HKD million) | | :--- | :--- | :--- | | Property Development and Investment | 264.2 | (204.8) | | Construction

Dividend and Financial Review - The board of directors proposed a mid-term cash dividend of RMB 1.858 per 10 shares (tax included) for the year 2025[4]. - The financial report for the first half of 2025 has been reviewed by Ernst & Young, ensuring its accuracy and completeness[4]. - The financial summary indicates a strong performance in the first half of 2025, with significant growth in key metrics[7]. - The outlook for the remainder of 2025 remains positive, with expectations for continued growth and profitability[7]. Risk Management and Strategic Focus - The group is actively managing various risks, including credit risk, market risk, and operational risk, to maintain stability[5]. - The report includes forward-looking statements based on current plans and estimates, emphasizing the importance of risk awareness among investors[5]. - The company is focusing on innovation and sustainable development as part of its strategic initiatives[5]. Financial Performance Metrics - Operating income for the six months ended June 30, 2025, was RMB 385,905 million, a 2.95% increase from RMB 374,831 million for the same period in 2024[16]. - Net interest income decreased by 3.16% to RMB 286,709 million compared to RMB 296,059 million for the same period in 2024[16]. - Net profit for the six months ended June 30, 2025, was RMB 162,638 million, a decrease of 1.45% from RMB 165,039 million in the same period of 2024[16]. - The net cash flow from operating activities increased significantly by 332.12% to RMB 1,256,614 million compared to RMB 290,805 million for the same period in 2024[16]. - Total assets as of June 30, 2025, reached RMB 44,432,848 million, reflecting a 9.52% increase from RMB 40,571,149 million at the end of 2024[19]. - The non-performing loan ratio improved slightly to 1.33% from 1.34% at the end of 2024[19]. - The capital adequacy ratio stood at 19.51%, a decrease of 0.18% from 19.69% at the end of 2024[19]. - The bank's core tier 1 capital adequacy ratio was 14.34%, down from 14.48% at the end of 2024[19]. Asset and Liability Management - The bank's total liabilities increased by 9.73% to RMB 40,847,989 million compared to RMB 37,227,184 million at the end of 2024[19]. - The total assets of the company reached RMB 42.67 trillion, with total interest-earning assets at RMB 41.44 trillion[40]. - The company’s non-performing loan ratio remained stable, with total provisions for impairment at RMB 843.50 billion[40]. - The total amount of loans and advances issued by the company reached RMB 27.44 trillion, an increase of RMB 1.60 trillion or 6.20% compared to the end of the previous year[65]. Income and Expense Analysis - Interest income for the six months ended June 30, 2025, was RMB 579.26 billion, a decrease of RMB 47.76 billion or 7.62% compared to the same period last year[38]. - Total operating expenses were RMB 95.50 billion, an increase of RMB 1.15 billion or 1.18% year-over-year, with a cost-to-income ratio of 23.72%, down 0.43 percentage points[54]. - Employee costs rose to RMB 57.79 billion, an increase of RMB 1.75 billion or 3.12% year-over-year[54]. Digital Transformation and Innovation - The company is committed to enhancing its digital banking capabilities, including mobile banking and integrated service platforms[7]. - The digital financial business plan aims for a 2025 action plan, enhancing digital capabilities with a daily usage increase of 96.96% in financial models, enabling 274 internal scenarios[118]. - The total number of "Twin Stars" users reached 533 million, with monthly active users at 243 million, reflecting a year-on-year growth of 14.40%[118]. Customer and Market Engagement - The bank's personal customer base reached 777 million by the end of June, with personal financial assets exceeding CNY 22.04 trillion; domestic personal deposits increased by CNY 1.39 trillion, a growth of 8.57%[131]. - The bank's payment services achieved a transaction volume of CNY 1.80 trillion in the first half of the year, with the number of acquiring merchants reaching 6.13 million[136]. - The bank's credit card loan balance reached CNY 1.05 trillion, maintaining an industry-leading position[135]. International Operations and Expansion - The overseas commercial banking segment achieved a net profit of 7.806 billion yuan in the first half of the year[161]. - CCB Asia's total assets reached 487.41 billion yuan, with a net profit of 3.731 billion yuan in the first half[161]. - CCB Russia reported total assets of 7.608 billion yuan and a net profit of 146 million yuan in the first half[162]. Financial Investments and Asset Management - The total amount of financial investments reached CNY 11.77 trillion, an increase of CNY 1.09 trillion or 10.17% compared to the end of the previous year[81]. - The bank's asset management business scale reached RMB 5.73 trillion by the end of June, with significant contributions from various subsidiaries: RMB 1.69 trillion from CCB Trust, RMB 1.43 trillion from CCB Fund, and RMB 1.41 trillion from CCB Wealth Management[154]. Technology and Innovation - The group has empowered 274 internal application scenarios with its financial large model capabilities, focusing on key areas such as credit approval and intelligent customer service[187]. - The daily peak data processing capacity of the big data platform reached 142.90 billion records, enabling real-time summary of an average of 2.32 billion accounting details per day[188]. - The group has obtained a total of 3,990 financial technology patent authorizations, an increase of 440 patents compared to the end of the previous year, including 2,744 invention patents[191].

Related Party Transactions - Sinomax Group Limited confirms compliance with the Listing Rules Chapter 14A regarding related party transactions for the fiscal year ending December 31, 2024[2] - The company disclosed related party transactions in the 2024 Annual Report, specifically regarding the Dongguan leasing agreement[2] - No other related party transactions or continuing connected transactions were reported outside of those mentioned in Note 34 of the 2024 Annual Report[3]

Financial Performance - The company reported a revenue increase of 15% year-over-year, reaching $1.2 billion for the quarter[12]. - The company provided a forward guidance of 10% revenue growth for the next quarter, projecting revenues of approximately $1.32 billion[12]. - Cash flow from operations increased by 18%, amounting to $200 million, indicating strong financial health[12]. - Revenue for the six months ended June 30, 2025, was HKD 905.6 million, an increase from HKD 863.4 million in the same period last year[83]. - The group reported a gross profit of HKD 311.9 million for the six months ended June 30, 2025, compared to HKD 311.0 million in the previous year[83]. - The operating loss for the period was HKD 212.0 million, a significant improvement from an operating loss of HKD 1,037.0 million in the previous year[83]. - The group incurred financing costs of HKD 410.5 million, down from HKD 511.8 million in the previous year[83]. - The loss attributable to equity holders of the parent for the period was HKD 677.6 million, compared to a loss of HKD 1,599.2 million in the previous year[83]. - The company reported a total comprehensive loss for the period of HKD 708.9 million, significantly lower than the loss of HKD 1,695.9 million in the prior year, indicating a 58.3% reduction[84]. User Growth and Market Expansion - User data showed a growth of 25% in active users, totaling 5 million users by the end of the quarter[12]. - The company is expanding its market presence in Southeast Asia, targeting a 20% market share by the end of the fiscal year[12]. - New product launches contributed to a 30% increase in sales, with the latest product line accounting for $300 million in revenue[12]. Cost Management and Financial Health - The gross margin improved to 45%, up from 40% in the previous year, reflecting better cost management[12]. - The group recorded a consolidated loss attributable to shareholders of HKD 677.6 million for the six months ended June 30, 2025, compared to a loss of HKD 1,599.2 million in the same period of 2024, indicating a significant reduction in losses[19]. - The decrease in losses was primarily due to a fair value gain of HKD 6.6 million on financial assets during the review period, compared to a fair value loss of HKD 932.6 million in the prior period[19]. - The reduction in financing costs was attributed to a significant decline in the Hong Kong Interbank Offered Rate (HIBOR) since mid-May 2025, contributing to the improved financial performance[19]. Property and Asset Management - The group achieved a refinancing of HKD 2,950,000,000 for the hotel in Hong Kong International Airport[24]. - The group is currently providing management services for hotels operating under the Royal brand in Shanghai and Dezhou, China[30]. - The group’s hotel operations are managed by its wholly-owned subsidiary, Royal Hotel International, which manages five Royal hotels and four Favour hotels[29]. - The company has made significant progress in its asset disposal plan to reduce debt levels and strengthen overall financial strength[38]. Visitor Statistics and Tourism Impact - Hong Kong welcomed approximately 23,600,000 visitors in the first half of 2025, an increase of 11.7% year-on-year, with 17,800,000 coming from mainland China[22]. - The overall business outlook remains challenging due to macroeconomic uncertainties and geopolitical tensions, particularly affecting the tourism sector[37]. - The Hong Kong government has launched nine new tourist attractions to cater to changing consumer preferences, aiming to enhance the tourism experience[37]. Debt and Cash Flow Management - As of June 30, 2025, the group's cash and bank deposits totaled HKD 788.3 million, down from HKD 1,093.8 million as of December 31, 2024[71]. - The group's debt-to-asset ratio increased to 60.5% as of June 30, 2025, from 58.1% as of December 31, 2024[71]. - The company's net cash flow from operating activities for the period was HKD 181.6 million, an increase from HKD 124.3 million in 2024[97]. - The company’s financing activities resulted in a net cash outflow of HKD 453.6 million, compared to HKD 1,147.6 million in the previous year[92]. Strategic Acquisitions and Sales - The company completed a strategic acquisition of a competitor for $500 million, expected to enhance market position[12]. - The company plans to sell its entire equity interest in a UK property for £19,500,000 (approximately HKD 204,100,000), pending shareholder approval[35]. - A project in Lisbon is set to be sold for €9,300,000 (approximately HKD 83,900,000), expected to complete by May 2026[35]. Financial Instruments and Valuation - The fair value of financial assets and liabilities as of June 30, 2025, is consistent with their carrying amounts, with total financial assets measured at fair value amounting to HKD 377.3 million[138]. - The fair value hierarchy for financial instruments includes HKD 27.5 million in listed equity investments and HKD 318.2 million in unlisted equity investments as of June 30, 2025[139]. - The company has engaged independent professional valuers to assist in the valuation of financial instruments, ensuring compliance with established policies and procedures[138]. Corporate Governance and Compliance - The company has complied with the corporate governance code as per the listing rules, except for the combined role of the chairman and CEO[170]. - The company has confirmed compliance with the securities trading code for directors throughout the reporting period[171]. - The audit committee consists of five members, including independent non-executive directors[173].

[Company Information](index=4&type=section&id=Company%20Information) [Directors](index=4&type=section&id=Directors) This section lists the company's executive and independent non-executive directors, along with the composition of its Audit, Remuneration, and Nomination Committees - The Board of Directors comprises **6 executive directors** and **4 independent non-executive directors**[6](index=6&type=chunk) - The Audit, Remuneration, and Nomination Committees have clear compositions, with independent non-executive directors chairing the Audit and Remuneration Committees[6](index=6&type=chunk) [Audit Committee](index=4&type=section&id=Audit%20Committee) The Audit Committee consists of four independent non-executive directors, with Mr. Li Ka Fai as Chairman - The Audit Committee is chaired by Mr. Li Ka Fai, with members including Mr. Pong Sut Ying, Ms. Kan Lai Kuen, and Mr. Shih Lai Him[6](index=6&type=chunk) [Remuneration Committee](index=4&type=section&id=Remuneration%20Committee) The Remuneration Committee is chaired by Ms. Kan Lai Kuen, with members including Mr. Lo Yuk Sui, Mr. Pong Sut Ying, and Mr. Li Ka Fai - The Remuneration Committee is chaired by Ms. Kan Lai Kuen, with members including Mr. Lo Yuk Sui, Mr. Pong Sut Ying, and Mr. Li Ka Fai[6](index=6&type=chunk) [Nomination Committee](index=4&type=section&id=Nomination%20Committee) The Nomination Committee is chaired by Mr. Lo Yuk Sui, with members including Mr. Pong Sut Ying, Ms. Kan Lai Kuen, Mr. Li Ka Fai, and Mr. Shih Lai Him - The Nomination Committee is chaired by Mr. Lo Yuk Sui, with members including Mr. Pong Sut Ying, Ms. Kan Lai Kuen, Mr. Li Ka Fai, and Mr. Shih Lai Him[6](index=6&type=chunk) [Company Secretary](index=4&type=section&id=Company%20Secretary) The Company Secretary is Ms. Lam Sau Fan - The Company Secretary is Ms. Lam Sau Fan[6](index=6&type=chunk) [Auditor](index=4&type=section&id=Auditor) The company's auditor is Ernst & Young - The company's auditor is Ernst & Young[6](index=6&type=chunk) [Principal Bankers](index=4&type=section&id=Principal%20Bankers) This section lists the company's principal bankers, including ANZ, Bank of Communications (Hong Kong), The Bank of East Asia, and ICBC (Asia) - Principal bankers include Australia and New Zealand Banking Group Limited, Bank of Communications (Hong Kong) Limited, The Bank of East Asia, Limited, and Industrial and Commercial Bank of China (Asia) Limited[6](index=6&type=chunk) [Cayman Islands Share Registrar](index=4&type=section&id=Cayman%20Islands%20Share%20Registrar) The company's Cayman Islands share registrar is Maples Fund Services (Cayman) Limited - The Cayman Islands share registrar is Maples Fund Services (Cayman) Limited[6](index=6&type=chunk) [Hong Kong Share Registrar](index=7&type=section&id=Hong%20Kong%20Share%20Registrar) The company's Hong Kong share registrar is Hong Kong Central Securities Registrars Limited - The Hong Kong share registrar is Hong Kong Central Securities Registrars Limited[7](index=7&type=chunk) [Registered Office](index=7&type=section&id=Registered%20Office) The company's registered office is located in the Cayman Islands - The registered office is located at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands[7](index=7&type=chunk) [Head Office and Principal Place of Business](index=7&type=section&id=Head%20Office%20and%20Principal%20Place%20of%20Business) The company's head office and principal place of business are located at 11th Floor, 68 Yee Wo Street, Causeway Bay, Hong Kong - The head office and principal place of business are located at 11th Floor, 68 Yee Wo Street, Causeway Bay, Hong Kong[7](index=7&type=chunk) [Biographical Details of Directors](index=5&type=section&id=Biographical%20Details%20of%20Directors) [Executive Directors](index=5&type=section&id=Executive%20Directors) This section introduces the backgrounds and responsibilities of the executive directors, many of whom hold key positions in Century City, Paliburg, and Regal Group - Mr. Lo Yuk Sui (80 years old) serves as Chairman and Chief Executive Officer, responsible for the Group's overall policies and decisions, also holding Chairman and CEO roles in Century City, Paliburg, and Regal Group[8](index=8&type=chunk) - Mr. Lo Chun To (51 years old) serves as Vice Chairman and Managing Director, primarily overseeing Paliburg Group's property projects and Century City Group's business development[9](index=9&type=chunk) - Ms. Lo Po Man (45 years old) serves as Vice Chairman, primarily responsible for Regal Group's hotel operations and Century City Group's corporate investments and business development, actively participating in sustainability initiatives[10](index=10&type=chunk) - Mr. Wong Po Man (59 years old) serves as Executive Director and Chief Operating Officer, with over 33 years of experience in architectural design and project planning management for property development projects[11](index=11&type=chunk) - Mr. Leung So Po (53 years old) serves as Executive Director and Chief Financial Officer, with over 29 years of experience in accounting and corporate finance, responsible for Century City Group's corporate finance and China business[12](index=12&type=chunk) - Mr. Ng Kee Kai (71 years old) serves as Executive Director, responsible for Century City Group's corporate finance, company secretarial, and administrative functions[12](index=12&type=chunk) [Independent Non-Executive Directors](index=6&type=section&id=Independent%20Non-Executive%20Directors) This section details the professional backgrounds of four independent non-executive directors, who possess extensive experience in engineering, finance, accounting, and law, and hold positions in various listed companies - Mr. Pong Sut Ying (83 years old) is a veteran engineer and former President of The Hong Kong Institution of Engineers[13](index=13&type=chunk) - Ms. Kan Lai Kuen (70 years old) is a director of Bravo Capital Limited, with over 20 years of corporate finance experience and is a Fellow of the Association of Chartered Certified Accountants[13](index=13&type=chunk) - Mr. Li Ka Fai (70 years old) is a Fellow of the Association of Chartered Certified Accountants, serving as an independent non-executive director for several listed companies on the Stock Exchange[14](index=14&type=chunk) - Mr. Shih Lai Him (80 years old) was a member of the Legislative Council of the Hong Kong Special Administrative Region, serving as an independent non-executive director for several listed companies on the Stock Exchange[15](index=15&type=chunk) [Chairman's Statement](index=8&type=section&id=Chairman's%20Statement) [Financial Results](index=8&type=section&id=Financial%20Results) For the six months ended June 30, 2025, the company's consolidated loss attributable to shareholders significantly decreased, primarily due to reduced tax expenses Shareholder's Attributable Consolidated Loss | Metric | Six Months Ended June 30, 2025 (HK$ million) | Six Months Ended June 30, 2024 (HK$ million) | | :--- | :--- | :--- | | Consolidated Loss Attributable to Shareholders | (56.5) | (169.0) | - The reduction in loss was mainly due to decreased tax expenses, as the prior period in 2024 saw a significant increase in tax expenses due to a revised allocation basis for China property development costs[17](index=17&type=chunk) [Business Review](index=8&type=section&id=Business%20Review) China's property market remains weak, with slow sales for the company's integrated development projects in Chengdu and Tianjin; the company raised funds through a share placement to reduce debt and expand its shareholder base - The overall property market conditions in China remain weak, with slow sales progress for integrated development projects in Chengdu and Tianjin[18](index=18&type=chunk) - The Chengdu Regal International Plaza project has substantially completed all development works and is actively planning to sell the remaining commercial and office units[18](index=18&type=chunk) - The company entered into a placing agreement on July 31, 2025, to place up to **100 million new ordinary shares** at **HK$0.108 per share**, completed on August 15, aiming to reduce debt, broaden the shareholder base, and enhance share liquidity[19](index=19&type=chunk) [Outlook](index=9&type=section&id=Outlook) The Board anticipates continued supportive policies from the central government to stabilize China's property market, hoping remaining properties in Chengdu and Tianjin will generate substantial revenue upon market recovery - The central government is expected to continue introducing supportive fiscal policies and administrative measures to stimulate demand and restore market confidence, stabilizing China's property sector[20](index=20&type=chunk) - The Board hopes that the remaining properties in the Chengdu and Tianjin development projects will generate substantial revenue as the commercial property market in China gradually recovers[20](index=20&type=chunk) [Management Discussion and Analysis](index=10&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=10&type=section&id=Business%20Review) The Group primarily engages in property development and investment in China, along with financial asset investments; this section reviews property project progress and a financial investment redemption - The Group's principal businesses are property development and investment in China, and financial asset investments[22](index=22&type=chunk) - Apart from what is disclosed in the Chairman's Statement, the Group has no immediate plans for significant acquisitions of investments or capital assets[23](index=23&type=chunk) [Property Development](index=10&type=section&id=Property%20Development) This section details the company's property development project progress in Chengdu, Tianjin, and Xinjiang, including sales, completion status, and future launch plans - Property development projects are mainly located in Xindu District, Chengdu, Sichuan Province, Hedong District, Tianjin, and Urumqi, Xinjiang Uygur Autonomous Region[24](index=24&type=chunk)[28](index=28&type=chunk)[29](index=29&type=chunk) [Chengdu Project - Regal International Plaza](index=10&type=section&id=Chengdu%20Project%20-%20Regal%20International%20Plaza) Chengdu project's Phase 3 residential units are sold out, with ongoing sales for shops and parking spaces; office units are pre-sold, and the project is largely complete, but sales are slow due to demand slowdown, prompting a revised sales plan - Phase 3 residential units of the Chengdu project have been fully sold, with total sales revenue of approximately **RMB2.048 billion**[24](index=24&type=chunk) - Shop sales are ongoing, with **4,002 square meters** sold for a total consideration of approximately **RMB93.2 million**; **548 parking spaces** have been sold or contracted for sale, generating total sales revenue of approximately **RMB56.3 million**[24](index=24&type=chunk) - Interior fitting-out works for the hotel property are completed, and the completion certificate and property ownership certificate have been obtained[24](index=24&type=chunk) - The remaining commercial portion (commercial complex and five office towers) has substantially completed all development works and is actively planning for sale as whole blocks and individual units[25](index=25&type=chunk) - Sales of office and shop units are progressing slowly, and the company is actively reformulating its sales plan[26](index=26&type=chunk) [Tianjin Project - Regal New Gate](index=11&type=section&id=Tianjin%20Project%20-%20Regal%20New%20Gate) All residential units in the Tianjin project are sold, shop sales are ongoing with some leased; remaining office towers are complete, but due to a weak Tianjin property market, the company will monitor conditions for timely launch - All residential units in the Tianjin project have been sold[28](index=28&type=chunk) - Shops with a total area of **16,050 square meters** have been sold for a total consideration of approximately **RMB374.1 million**; parts of the commercial complex have been leased to generate rental income[28](index=28&type=chunk) - The remaining office towers are completed, but due to the weak commercial property market in Tianjin, the company will continue to monitor market conditions for timely launch[28](index=28&type=chunk) [Xinjiang Project](index=11&type=section&id=Xinjiang%20Project) The Xinjiang project involves afforestation for land development rights, with approximately 4,300 mu completed; legal opinions confirm the Group's rights remain valid, and afforestation costs are expected to be fully recovered - The Xinjiang project involves afforestation on approximately **7,600 mu** of land to obtain development rights, with approximately **4,300 mu** of afforestation completed[29](index=29&type=chunk) - According to relevant government policies, approximately **1,843 mu** of land will be available for real estate development, and the Group is entitled to participate in bidding and receive compensation for afforestation costs[29](index=29&type=chunk) - The Group's legal rights under the relevant afforestation contract remain legally valid and effective, and afforestation costs are expected to be fully recovered[30](index=30&type=chunk) [Other Investments](index=11&type=section&id=Other%20Investments) This section outlines the company's investments in financial assets, specifically its investment in and subsequent redemption from Interra Acquisition Corporation - Other investments include financial asset investments[22](index=22&type=chunk) [Investment in Interra Acquisition Corporation](index=11&type=section&id=Investment%20in%20Interra%20Acquisition%20Corporation) The Group subscribed for Class A shares of Interra Acquisition Corporation in September 2022, exercised its redemption right in September 2024, and received approximately HK$132.2 million in redemption proceeds in October 2024 - The Group subscribed for **12,210,000 Class A shares** of Interra Acquisition Corporation in September 2022 for approximately **HK$122.1 million**[31](index=31&type=chunk) - The redemption right was exercised in September 2024, and approximately **HK$132.2 million** in redemption proceeds was received in October 2024[31](index=31&type=chunk) [Financial Review](index=11&type=section&id=Financial%20Review) This section outlines the company's net asset value, capital resources, cash flow, debt levels, gearing ratio, lease liabilities, asset pledges, capital commitments, contingent liabilities, share capital, dividends, and employee remuneration policy - The Group adopts prudent funding and financial policies for its overall business operations[33](index=33&type=chunk) [Asset Value](index=11&type=section&id=Asset%20Value) As of June 30, 2025, the Group's net asset value attributable to owners of the parent was HK$730 million, approximately HK$0.50 per share, with fully diluted net asset value per share at approximately HK$0.27 Asset Value Overview | Metric | June 30, 2025 (HK$ million) | Per Share (HK$) | | :--- | :--- | :--- | | Net Asset Value Attributable to Owners of the Parent | 730.0 | 0.50 | | Fully Diluted Net Asset Value Per Share | N/A | 0.27 | [Capital Resources and Funding](index=12&type=section&id=Capital%20Resources%20and%20Funding) The company adopts prudent funding and financial policies, primarily financing property development projects through internal funds, pre-sale proceeds, and Regal Group loans; Regal Group loan repayment date has been extended to October 12, 2027 - The Group adopts prudent funding and financial policies for its overall business operations[33](index=33&type=chunk) - The repayment date for the **HK$857 million** loan from Regal Hotels International Holdings Limited Group has been extended from October 12, 2024, to **October 12, 2027**, to align with the sales progress of the Chengdu and Tianjin development projects[34](index=34&type=chunk) - Construction and related costs for property development projects are primarily financed using internal funds, proceeds from pre-sold units, and loans from the Regal Group[34](index=34&type=chunk) [Cash Flow](index=12&type=section&id=Cash%20Flow) For the six months ended June 30, 2025, net cash flow used in operating activities was HK$73.3 million, a decrease from the prior period, while net interest expenses remained stable Net Cash Flow from Operating Activities and Net Interest Expenses | Metric | Six Months Ended June 30, 2025 (HK$ million) | Six Months Ended June 30, 2024 (HK$ million) | | :--- | :--- | :--- | | Net Cash Flow Used in Operating Activities | (73.3) | (157.7) | | Net Interest Expenses | (12.4) | (12.8) | [Indebtedness and Gearing Ratio](index=12&type=section&id=Indebtedness%20and%20Gearing%20Ratio) As of June 30, 2025, the Group's cash and bank balances decreased, and debt net of cash increased, leading to a rise in the gearing ratio to 42.2% Indebtedness and Gearing Ratio | Metric | June 30, 2025 (HK$ million) | December 31, 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Cash and Bank Balances with Time Deposits | 35.0 | 52.5 | -33.3% | | Debt Net of Cash (including Convertible Notes) | 1,403.7 | 1,324.0 | +6.0% | | Total Assets | 3,326.9 | 3,303.5 | +0.7% | | Gearing Ratio | 42.2% | 40.1% | +2.1pp | [Lease Liabilities](index=13&type=section&id=Lease%20Liabilities) As of June 30, 2025, the Group had no lease liabilities - As of June 30, 2025, the Group had no lease liabilities[39](index=39&type=chunk) [Pledge of Assets](index=13&type=section&id=Pledge%20of%20Assets) The Group has pledged equity interests in companies holding certain property project interests to secure other debts; as of December 31, 2024, some bank deposits and financial assets were also pledged - The Group has pledged equity interests in companies holding certain property project interests to secure other debts[40](index=40&type=chunk) - As of December 31, 2024, **HK$27.2 million** in bank deposits and financial assets at fair value through profit or loss were pledged to secure general bank loans[40](index=40&type=chunk) [Capital Commitments](index=13&type=section&id=Capital%20Commitments) As of June 30, 2025, details of the Group's capital commitments are provided in Note 16 to the financial statements - Details of capital commitments are provided in Note 16 to the condensed consolidated financial statements[41](index=41&type=chunk) [Contingent Liabilities](index=13&type=section&id=Contingent%20Liabilities) As of June 30, 2025, details of the Group's contingent liabilities are provided in Note 18 to the financial statements - Details of contingent liabilities are provided in Note 18 to the condensed consolidated financial statements[42](index=42&type=chunk) [Share Capital](index=13&type=section&id=Share%20Capital) There was no change in the company's share capital during the review period - There was no change in the company's share capital during the review period[43](index=43&type=chunk) [Dividends](index=13&type=section&id=Dividends) The Board resolved not to declare an interim dividend for the financial year ending December 31, 2025 - The Board resolved not to declare an interim dividend for the financial year ending December 31, 2025[44](index=44&type=chunk) [Significant Acquisitions or Disposals of Subsidiaries or Associates](index=13&type=section&id=Significant%20Acquisitions%20or%20Disposals%20of%20Subsidiaries%20or%20Associates) There were no significant acquisitions or disposals of subsidiaries or associates during the review period - There were no significant acquisitions or disposals of the company's subsidiaries or associates during the review period[45](index=45&type=chunk) [Employees and Remuneration Policy](index=13&type=section&id=Employees%20and%20Remuneration%20Policy) The Group employs approximately 70 staff in Hong Kong and China, with a remuneration system based on market conditions and individual contributions, offering benefits like MPF, medical, and life insurance - The Group employs approximately **70 staff** in Hong Kong and China[46](index=46&type=chunk) - Employee remuneration is determined based on market conditions and individual contributions, reviewed annually, and includes benefits such as Mandatory Provident Fund schemes, medical, and life insurance[46](index=46&type=chunk) [Condensed Consolidated Financial Statements](index=14&type=section&id=Condensed%20Consolidated%20Financial%20Statements) [Condensed Consolidated Statement of Profit or Loss](index=14&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) For the six months ended June 30, 2025, the Group recorded a consolidated loss attributable to shareholders of HK$56.5 million, a significant reduction from HK$169 million in the prior period, mainly due to an income tax credit; revenue decreased from HK$314.3 million to HK$16 million Condensed Consolidated Statement of Profit or Loss Key Data | Metric | Six Months Ended June 30, 2025 (HK$ million) | Six Months Ended June 30, 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Revenue | 16.0 | 314.3 | -94.9% | | Gross Profit | 2.3 | 1.4 | +64.3% | | Loss from Operations | (21.2) | (36.0) | -41.1% | | Loss Before Tax | (60.2) | (75.3) | -20.1% | | Income Tax | 3.7 | (93.7) | From Expense to Credit | | Loss Attributable to Owners of the Parent | (56.5) | (169.0) | -66.6% | | Basic and Diluted Loss Per Share | HK$(3.84) cents | HK$(11.50) cents | -66.6% | [Condensed Consolidated Statement of Comprehensive Income](index=15&type=section&id=Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) For the six months ended June 30, 2025, the Group's total comprehensive loss was HK$5.8 million, a significant narrowing from HK$206.3 million in the prior period, mainly due to a gain from foreign currency translation differences on overseas operations Condensed Consolidated Statement of Comprehensive Income Key Data | Metric | Six Months Ended June 30, 2025 (HK$ million) | Six Months Ended June 30, 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Loss for the Period | (56.5) | (169.0) | -66.6% | | Exchange Differences on Translation of Overseas Operations | 51.5 | (40.9) | From Loss to Gain | | Fair Value Change of Equity Investments Designated at Fair Value Through Other Comprehensive Income | (0.8) | 3.6 | From Gain to Loss | | Total Comprehensive Loss for the Period | (5.8) | (206.3) | -97.2% | [Condensed Consolidated Statement of Financial Position](index=16&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's total assets slightly increased, but net current assets decreased; non-current liabilities significantly reduced, leading to an increase in net assets Condensed Consolidated Statement of Financial Position Key Data | Metric | June 30, 2025 (HK$ million) | December 31, 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Total Non-Current Assets | 203.4 | 196.0 | +3.8% | | Total Current Assets | 3,123.5 | 3,107.5 | +0.5% | | Total Current Liabilities | (1,186.4) | (925.6) | +28.2% | | Net Current Assets | 1,937.1 | 2,181.9 | -11.3% | | Total Non-Current Liabilities | (1,406.4) | (1,696.8) | -17.1% | | Net Assets | 734.1 | 681.1 | +7.8% | | Total Equity Attributable to Owners of the Parent | 730.0 | 681.1 | +7.2% | [Condensed Consolidated Statement of Changes in Equity](index=18&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2025, total equity attributable to owners of the parent increased from HK$681.1 million to HK$730 million, mainly due to a reduced total comprehensive loss for the period and a deemed disposal of interest in a subsidiary Condensed Consolidated Statement of Changes in Equity Key Data | Metric | January 1, 2025 (HK$ million) | June 30, 2025 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Total Equity Attributable to Owners of the Parent | 681.1 | 730.0 | +7.2% | | Total Comprehensive Loss for the Period | (5.8) | (5.8) | N/A | | Deemed Disposal of Interest in a Subsidiary | N/A | 54.7 | N/A | [Condensed Consolidated Statement of Cash Flows](index=20&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash flow used in operating activities significantly decreased, net cash flow from investing activities decreased, and net cash flow from financing activities increased, resulting in a slight decrease in cash and cash equivalents at period-end Condensed Consolidated Statement of Cash Flows Key Data | Metric | Six Months Ended June 30, 2025 (HK$ million) | Six Months Ended June 30, 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Net Cash Flow Used in Operating Activities | (73.3) | (157.7) | Decreased by 53.5% | | Net Cash Flow from Investing Activities | 3.0 | 22.8 | Decreased by 86.9% | | Net Cash Flow from Financing Activities | 66.7 | 138.6 | Decreased by 51.9% | | Net Increase (Decrease) in Cash and Cash Equivalents | (3.6) | 3.7 | From Increase to Decrease | | Cash and Cash Equivalents at End of Period | 8.2 | 17.4 | Decreased by 52.9% | [Notes to the Condensed Consolidated Financial Statements](index=21&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) [1. Basis of Preparation and Accounting Policies](index=21&type=section&id=1.%20Basis%20of%20Preparation%20and%20Accounting%20Policies) The condensed consolidated financial statements are prepared under HKAS 34, consistent with 2024 annual statements, except for the initial adoption of HKAS 21 amendments, which had no impact; the Group assumes going concern and has sufficient working capital for the next 12 months - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 issued by the Hong Kong Institute of Certified Public Accountants[58](index=58&type=chunk) - The initial adoption of amendments to Hong Kong Accounting Standard 21 had no impact on the condensed consolidated financial statements, as the Group's transaction currency is convertible with its functional currency[59](index=59&type=chunk) - The Group prepares its financial statements on a going concern basis, believing it has sufficient working capital to support operations for the next 12 months, considering cash flows, property promotion plans, and share placement[59](index=59&type=chunk)[61](index=61&type=chunk) [2. Segment Information](index=21&type=section&id=2.%20Segment%20Information) The Group's business is divided into property development and investment and financial asset investment, with management independently monitoring and assessing segment performance based on adjusted profit/loss before tax - The Group's business is divided into two segments: property development and investment, and financial asset investment[61](index=61&type=chunk) - Segment performance is assessed based on adjusted profit/loss before tax, excluding certain interest income, non-lease related finance costs, and head office/corporate income and expenses[60](index=60&type=chunk) Business Segment Revenue and Results | Metric | Property Development and Investment (Six Months Ended June 30, 2025) (HK$ million) | Property Development and Investment (Six Months Ended June 30, 2024) (HK$ million) | Financial Asset Investment (Six Months Ended June 30, 2025) (HK$ million) | Financial Asset Investment (Six Months Ended June 30, 2024) (HK$ million) | Consolidated (Six Months Ended June 30, 2025) (HK$ million) | Consolidated (Six Months Ended June 30, 2024) (HK$ million) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue from Customers | 15.0 | 313.5 | 1.0 | 0.8 | 16.0 | 314.3 | | Segment Results Before Depreciation | (11.9) | (12.1) | 1.3 | (10.9) | (10.6) | (23.0) | | Loss from Operations | N/A | N/A | N/A | N/A | (21.2) | (36.0) | | Loss Before Tax | N/A | N/A | N/A | N/A | (60.2) | (75.3) | | Loss for the Period | N/A | N/A | N/A | N/A | (56.5) | (169.0) | [3. Revenue, Other Income and Gains](index=23&type=section&id=3.%20Revenue,%20Other%20Income%20and%20Gains) For the six months ended June 30, 2025, total revenue significantly decreased to HK$16 million, primarily due to a sharp decline in proceeds from property sales; other income and gains also fell from HK$5.9 million to HK$1.7 million Revenue, Other Income and Gains Analysis | Metric | Six Months Ended June 30, 2025 (HK$ million) | Six Months Ended June 30, 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | **Revenue** | | | | | Proceeds from Property Sales | 13.9 | 312.8 | -95.6% | | Rental Income | 1.1 | 0.7 | +57.1% | | Net Gain on Disposal of Financial Assets at Fair Value Through Profit or Loss | 0.4 | – | N/A | | Dividend Income from Listed Investments | 0.6 | 0.8 | -25.0% | | **Total Revenue** | **16.0** | **314.3** | **-94.9%** | | **Other Income and Gains** | | | | | Bank Interest Income | – | 0.1 | -100% | | Other Interest Income | 1.6 | – | N/A | | Gain on Disposal of Items of Property, Plant and Equipment | 0.1 | – | N/A | | Others | – | 5.8 | -100% | | **Total Other Income and Gains** | **1.7** | **5.9** | **-71.2%** | - All revenue from customer contracts is derived from property sales within the property development and investment segment in Mainland China, recognized at a point in time[65](index=65&type=chunk) [4. Analysis of the Group's Profit on Disposal of Properties and Depreciation](index=24&type=section&id=4.%20Analysis%20of%20the%20Group's%20Profit%20on%20Disposal%20of%20Properties%20and%20Depreciation) For the six months ended June 30, 2025, net profit on disposal of properties was HK$0.4 million, and total depreciation was HK$0.3 million Profit on Disposal of Properties and Depreciation | Metric | Six Months Ended June 30, 2025 (HK$ million) | Six Months Ended June 30, 2024 (HK$ million) | | :--- | :--- | :--- | | Profit on Disposal of Properties (Net) | 0.4 | 0.1 | | Depreciation of Property, Plant and Equipment | 0.3 | 0.4 | | Depreciation of Right-of-Use Assets | – | 0.2 | | **Total Depreciation** | **0.3** | **0.6** | [5. Finance Costs](index=24&type=section&id=5.%20Finance%20Costs) For the six months ended June 30, 2025, total finance costs were HK$39 million, largely consistent with the prior period, primarily comprising interest on other borrowings Finance Costs Composition | Metric | Six Months Ended June 30, 2025 (HK$ million) | Six Months Ended June 30, 2024 (HK$ million) | | :--- | :--- | :--- | | Interest on Bank Loans | 0.2 | 0.4 | | Interest on Convertible Notes | 1.7 | 1.7 | | Interest on Other Borrowings | 37.1 | 37.2 | | **Total** | **39.0** | **39.3** | [6. Income Tax](index=25&type=section&id=6.%20Income%20Tax) For the six months ended June 30, 2025, the Group recorded an income tax credit of HK$3.7 million, compared to a tax expense of HK$93.7 million in the prior period, mainly due to a shift from land appreciation tax expense to credit Income Tax Expense (Credit) | Metric | Six Months Ended June 30, 2025 (HK$ million) | Six Months Ended June 30, 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Current - China Corporate Income Tax | – | 6.4 | -100% | | Underprovision in Prior Years | 0.3 | – | N/A | | Land Appreciation Tax | (3.0) | 78.6 | From Expense to Credit | | Deferred Tax | (1.0) | 8.7 | From Expense to Credit | | **Total Tax Expense (Credit) for the Period** | **(3.7)** | **93.7** | **From Expense to Credit** | - The Group did not generate any assessable profits in Hong Kong during the period, hence no Hong Kong profits tax provision was made[68](index=68&type=chunk) - China Land Appreciation Tax is levied at progressive rates from **30% to 60%** on the appreciation value derived from the sale or transfer of state-owned land use rights, buildings, and their ancillary facilities[69](index=69&type=chunk) [7. Dividends](index=25&type=section&id=7.%20Dividends) For the six months ended June 30, 2025, the company neither paid nor declared any dividends - For the six months ended June 30, 2025, the company neither paid nor declared any dividends[71](index=71&type=chunk) [8. Loss Per Share Attributable to Owners of the Parent](index=26&type=section&id=8.%20Loss%20Per%20Share%20Attributable%20to%20Owners%20of%20the%20Parent) For the six months ended June 30, 2025, basic and diluted loss per share attributable to owners of the parent was HK$(3.84) cents, a significant narrowing from HK$(11.50) cents in the prior period; no adjustment was made for diluted loss due to the anti-dilutive effect of convertible notes Loss Per Share | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Loss Attributable to Owners of the Parent (HK$ million) | (56.5) | (169.0) | -66.6% | | Weighted Average Number of Shares in Issue (shares) | 1,469,200,000 | 1,469,200,000 | N/A | | Basic and Diluted Loss Per Share | HK$(3.84) cents | HK$(11.50) cents | -66.6% | - Unconverted convertible notes had an anti-dilutive effect on loss per share, so no adjustment was made for diluted loss[72](index=72&type=chunk) [9. Deposits, Prepayments and Other Assets](index=26&type=section&id=9.%20Deposits,%20Prepayments%20and%20Other%20Assets) As of June 30, 2025, non-current prepayments increased to HK$152.5 million, mainly related to Xinjiang afforestation project costs; current deposits, prepayments, and other assets increased to HK$165.1 million, including HK$132.2 million from redeemed financial assets Deposits, Prepayments and Other Assets | Metric | June 30, 2025 (HK$ million) | December 31, 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Non-Current Prepayments | 152.5 | 144.3 | +5.7% | | Current Deposits, Prepayments and Other Assets | 165.1 | 156.0 | +5.8% | | Of which: Trade Receivables from Customers | 0.9 | 0.5 | +80.0% | | Of which: Other Receivables (including proceeds from redeemed financial assets) | 138.0 | 135.8 | +1.6% | - Non-current prepayments are mainly related to afforestation project costs in Urumqi, Xinjiang, China; the Group's legal rights remain valid, and costs are expected to be fully recovered[75](index=75&type=chunk) - Current other receivables include **HK$132.2 million** in proceeds from the redemption of certain financial assets[76](index=76&type=chunk) [10. Accounts Payable and Accruals](index=28&type=section&id=10.%20Accounts%20Payable%20and%20Accruals) As of June 30, 2025, non-current accounts payable and accruals remained stable, while current accounts payable and accruals totaled HK$271.8 million, a decrease from December 31, 2024, mainly due to reduced accounts payable Accounts Payable and Accruals | Metric | June 30, 2025 (HK$ million) | December 31, 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Non-Current Accounts Payable and Accruals | 25.8 | 25.8 | 0% | | Current Accounts Payable and Accruals | 271.8 | 325.3 | -16.5% | | Of which: Accounts Payable | 222.2 | 303.3 | -26.7% | | Of which: Amounts Due to Fellow Subsidiaries | 42.4 | 12.6 | +236.5% | - Of the current amounts due to fellow subsidiaries, **HK$33.7 million** represents accrued interest from other borrowings, secured by equity interests in holding companies related to property development projects, repayable within one year[78](index=78&type=chunk) [11. Interest-Bearing Bank Borrowings](index=28&type=section&id=11.%20Interest-Bearing%20Bank%20Borrowings) As of June 30, 2025, the Group had no interest-bearing bank borrowings, while on December 31, 2024, HK$12.5 million in bank loans were repayable within one year Interest-Bearing Bank Borrowings | Metric | June 30, 2025 (HK$ million) | December 31, 2024 (HK$ million) | | :--- | :--- | :--- | | Bank Loans Repayable Within One Year | – | 12.5 | - Bank borrowings as of December 31, 2024, were secured by **HK$27.2 million** in bank balances and financial assets at fair value through profit or loss, bearing interest at HIBOR plus **1.25%** per annum[77](index=77&type=chunk) [12. Other Borrowings](index=29&type=section&id=12.%20Other%20Borrowings) As of June 30, 2025, total other borrowings increased to HK$1.398 billion, primarily comprising secured notes and loans from fellow subsidiaries and independent third parties; HK$541 million is repayable within one year, and HK$857 million is repayable in years three to five Other Borrowings Composition and Repayment Terms | Metric | June 30, 2025 (HK$ million) | December 31, 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Secured Notes | 468.0 | 468.0 | 0% | | Other Loans | 930.0 | 857.0 | +8.5% | | **Total** | **1,398.0** | **1,325.0** | **+5.5%** | | Repayable Within One Year | 541.0 | 156.0 | +246.8% | | Repayable in the Second Year | – | 312.0 | -100% | | Repayable in the Third to Fifth Years | 857.0 | 857.0 | 0% | - Secured notes include **US$20 million** unsecured notes A (HIBOR plus **0.6%**) issued in September 2022 and **US$40 million** secured notes B (HIBOR plus **3.11%**) issued in April 2023[79](index=79&type=chunk) - Other loans include term loans and revolving loans from fellow subsidiaries (**HK$857 million**) and revolving loans from independent third parties (**HK$73 million**)[81](index=81&type=chunk) [13. Amounts Due to Related Companies](index=30&type=section&id=13.%20Amounts%20Due%20to%20Related%20Companies) As of June 30, 2025, amounts due to related companies were unsecured, interest-free, and not repayable within one year - Amounts due to related companies are unsecured, interest-free, and not repayable within one year[82](index=82&type=chunk) [14. Convertible Notes](index=30&type=section&id=14.%20Convertible%20Notes) The company issued HK$148.2 million principal amount of 2053 convertible notes on December 4, 2023, with a 2% annual coupon rate and an initial conversion price of HK$0.10 per share; as of June 30, 2025, the outstanding principal was HK$136.2 million - The company issued **HK$148.2 million** principal amount of 2053 convertible notes on December 4, 2023, for issuing bonus shares to shareholders[83](index=83&type=chunk)[84](index=84&type=chunk) - The notes bear an annual coupon rate of **2%**, payable annually, with an initial conversion price of **HK$0.10 per share**, convertible until December 4, 2053[84](index=84&type=chunk) - As of June 30, 2025, the outstanding principal amount was **HK$136.2 million**, convertible into **1,362,226,414 ordinary shares**[84](index=84&type=chunk) [15. Related Party Transactions](index=31&type=section&id=15.%20Related%20Party%20Transactions) For the six months ended June 30, 2025, the Group's related party transactions primarily included management fees paid to a wholly-owned subsidiary of Century City International Holdings Limited, and interest expenses on other borrowings and convertible notes paid to subsidiaries of Paliburg Holdings Limited Related Party Transactions | Related Party | Transaction Type | Six Months Ended June 30, 2025 (HK$ million) | Six Months Ended June 30, 2024 (HK$ million) | | :--- | :--- | :--- | :--- | | Wholly-owned subsidiary of Century City International Holdings Limited | Management Fees | 4.8 | 5.0 | | Subsidiaries of Paliburg Holdings Limited | Interest Expense on Other Borrowings | 21.8 | 21.3 | | Subsidiaries of Paliburg Holdings Limited | Interest Expense on Convertible Notes | 1.7 | 1.7 | - Total compensation for the Group's key management personnel was **HK$3.1 million** (short-term employee benefits) and **HK$0.2 million** (contributions to employee retirement schemes), consistent with the prior period[86](index=86&type=chunk) [16. Commitments](index=31&type=section&id=16.%20Commitments) As of June 30, 2025, the Group's contractual commitments for property development projects were HK$91.3 million, a slight increase from December 31, 2024 Capital Commitments | Metric | June 30, 2025 (HK$ million) | December 31, 2024 (HK$ million) | Change | | :--- | :--- | :--- | :--- | | Property Development Projects | 91.3 | 89.2 | +2.4% | [17. Pledge of Assets](index=32&type=section&id=17.%20Pledge%20of%20Assets) The Group has pledged equity interests in companies holding certain property project interests to secure other debts and related accrued interest; as of December 31, 2024, some bank deposits and financial assets were also pledged - The Group has pledged equity interests in companies holding certain property project interests to secure other debts and related accrued interest[88](index=88&type=chunk) - As of December 31, 2024, **HK$27.2 million** in bank deposits and financial assets at fair value through profit or loss were pledged to secure general bank loans[88](index=88&type=chunk) [18. Contingent Liabilities](index=32&type=section&id=18.%20Contingent%20Liabilities) As of June 30, 2025, the Group provided mortgage financing guarantees of approximately RMB137.9 million (HK$150.9 million) for certain property buyers, a decrease from December 31, 2024; management believes the net realizable value of the properties is sufficient to cover potential default risks Contingent Liabilities (Mortgage Financing Guarantees) | Metric | June 30, 2025 (RMB million) | June 30, 2025 (HK$ million) | December 31, 2024 (RMB million) | December 31, 2024 (HK$ million) | Change (HK$) | | :--- | :--- | :--- | :--- | :--- | :--- | | Mortgage Financing Guarantees | 137.9 | 150.9 | 161.9 | 171.8 | -12.2% | - The guarantee period extends from the date of mortgage loan grant until the issuance of the property ownership certificate and completion of mortgage registration, typically one to two years after buyer occupation[89](index=89&type=chunk) - Management believes that in the event of payment default, the net realizable value of the properties would cover the repayment of outstanding mortgage principal, accrued interest, and penalties[89](index=89&type=chunk) [19. Fair Value and Fair Value Hierarchy of Financial Instruments](index=32&type=section&id=19.%20Fair%20Value%20and%20Fair%20Value%20Hierarchy%20of%20Financial%20Instruments) As of June 30, 2025, the carrying amounts of the Group's financial assets and liabilities approximated their fair values; fair values of listed equity investments are determined by market quotes, while unlisted equity investments are based on management's estimates of future returns; no changes in Level 3 fair value measurements or transfers between fair value hierarchy levels occurred during the period - As of the end of the reporting period, the carrying amounts of the Group's financial assets and financial liabilities approximated their fair values[90](index=90&type=chunk) - Fair values of listed equity investments are determined by quoted market prices, while unlisted equity investments are determined by management's estimates of future returns[91](index=91&type=chunk) Assets Measured at Fair Value | Metric | June 30, 2025 (HK$ million) | December 31, 2024 (HK$ million) | | :--- | :--- | :--- | | Listed Equity Investments Designated at Fair Value Through Other Comprehensive Income | 4.0 | 4.8 | | Listed Equity Investments at Fair Value Through Profit or Loss | 4.3 | 29.6 | | **Total** | **8.3** | **34.4** | - During the period, there were no changes in Level 3 fair value measurements, nor any transfers into or out of Level 3, or between Level 1 and Level 2, for financial asset fair value measurements[93](index=93&type=chunk)[94](index=94&type=chunk) [20. Events After the Reporting Period](index=34&type=section&id=20.%20Events%20After%20the%20Reporting%20Period) After the reporting period, on July 31, 2025, the company entered into a placing agreement with a placing agent to place up to 100 million new ordinary shares at HK$0.108 per share, which was completed on August 15, 2025 - On July 31, 2025, the company entered into a placing agreement with a placing agent to place up to **100 million new ordinary shares** at **HK$0.108 per share**[96](index=96&type=chunk) - The placing was formally completed on August 15, 2025[96](index=96&type=chunk) [21. Comparative Amounts](index=34&type=section&id=21.%20Comparative%20Amounts) Certain comparative amounts have been reclassified to conform with the current period's presentation, with no impact on total equity or loss for the period - Certain comparative amounts have been reclassified to conform with the current period's presentation[97](index=97&type=chunk) - These reclassifications had no impact on the Group's total equity as of June 30, 2025, and December 31, 2024, or on the loss for the six months ended June 30, 2025, and 2024[97](index=97&type=chunk) [22. Approval of the Unaudited Condensed Consolidated Financial Statements](index=34&type=section&id=22.%20Approval%20of%20the%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The unaudited condensed consolidated financial statements were approved and authorized for issue by the Board of Directors on August 27, 2025 - The unaudited condensed consolidated financial statements were approved and authorized for issue by the Board of Directors on August 27, 2025[98](index=98&type=chunk) [Other Information](index=35&type=section&id=Other%20Information) [Directors' Interests in Shares](index=35&type=section&id=Directors'%20Interests%20in%20Shares) This section details the interests and short positions of the company's directors and chief executive in the company's and its associated corporations' (Century City, Paliburg, Regal, Regal REIT) shares, underlying shares, and debentures as of June 30, 2025; Mr. Lo Yuk Sui holds the largest interest in the company - Mr. Lo Yuk Sui holds **871,504,279 issued ordinary shares** (corporate interest) and **1,591,775,147 unissued ordinary shares** (derivative interest) in the company, totaling approximately **198.71%** of issued shares[99](index=99&type=chunk) - Mr. Lo Chun To holds **680,730 issued ordinary shares** (personal interest) in the company, representing approximately **0.05%**[99](index=99&type=chunk) - Ms. Lo Po Man holds **414,000 issued ordinary shares** (personal interest) in the company, representing approximately **0.03%**[99](index=99&type=chunk) - Mr. Lo Yuk Sui also holds significant interests in Century City, Paliburg, Regal, and Regal REIT[99](index=99&type=chunk)[101](index=101&type=chunk)[105](index=105&type=chunk) [Substantial Shareholders' Interests in Shares](index=38&type=section&id=Substantial%20Shareholders'%20Interests%20in%20Shares) This section discloses the interests or short positions of substantial shareholders (not directors or chief executive) in the company's shares and underlying shares as of June 30, 2025, showing significant holdings by related parties such as YSL Int'l, Grand Modern, Century City, Paliburg, and Regal Substantial Shareholders' Interests in the Company's Ordinary Shares | Name of Substantial Shareholder | Number of Issued Ordinary Shares Held (shares) | Number of Underlying (Unissued) Ordinary Shares Held (shares) | Total (shares) | Approximate Percentage of Issued Ordinary Shares | | :--- | :--- | :--- | :--- | :--- | | YSL Int'l | 871,504,279 | 1,591,775,147 | 2,463,279,426 | 198.71% | | Grand Modern Investments Limited | 871,504,279 | 1,591,775,147 | 2,463,279,426 | 198.71% | | Century City | 871,504,279 | 1,591,775,147 | 2,463,279,426 | 198.71% | | Paliburg | 871,504,279 | 1,591,775,147 | 2,463,279,426 | 198.71% | | Regal | 818,170,947 | 1,485,108,483 | 2,303,279,430 | 185.81% | - The interests of substantial shareholders such as YSL Int'l, Grand Modern, Century City, Paliburg, and Regal are interconnected through layers of control, ultimately linked to Mr. Lo Yuk Sui's interests[109](index=109&type=chunk) [Changes in Directors' Information](index=40&type=section&id=Changes%20in%20Directors'%20Information) This section discloses changes in the positions of independent non-executive directors Mr. Li Ka Fai and Mr. Shih Lai Him since the publication of the 2024 annual report - Independent non-executive director Mr. Li Ka Fai resigned as an independent non-executive director of China Merchants Port Holdings Company Limited, effective July 1, 2025[116](index=116&type=chunk) - Independent non-executive director Mr. Shih Lai Him was appointed Chairman and non-executive director of KWG Living Group Holdings Limited, effective June 6, 2025[116](index=116&type=chunk) [Corporate Governance](index=40&type=section&id=Corporate%20Governance) The company complied with the Corporate Governance Code in Appendix C1 of the Listing Rules during the review period, though the roles of Chairman and Chief Executive Officer were not separated; directors confirmed compliance with the Model Code for Securities Transactions - The company complied with the code provisions of the Corporate Governance Code in Appendix C1 of the Listing Rules for the six months ended June 30, 2025[113](index=113&type=chunk) - The roles of Chairman and Chief Executive Officer are not separated and are not held by two different individuals, to suit the practical needs of the Group's corporate operational structure[113](index=113&type=chunk) - Directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers during the review period[114](index=114&type=chunk) [Corporate Governance Code](index=40&type=section&id=Corporate%20Governance%20Code) The company complied with the Corporate Governance Code, but the roles of Chairman and Chief Executive Officer were not separated - The company complied with the Corporate Governance Code, but the roles of Chairman and Chief Executive Officer were not separated[113](index=113&type=chunk) [Model Code for Securities Transactions by Directors](index=40&type=section&id=Model%20Code%20for%20Securities%20Transactions%20by%20Directors) Directors confirmed continuous compliance with the Model Code for Securities Transactions by Directors of Listed Issuers during the review period - Directors confirmed continuous compliance with the Model Code for Securities Transactions by Directors of Listed Issuers for the six months ended June 30, 2025[114](index=114&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=41&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) For the six months ended June 30, 2025, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities, and the company held no treasury shares - For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[117](index=117&type=chunk) - As of June 30, 2025, the company held no treasury shares[117](index=117&type=chunk) [Review of Results](index=41&type=section&id=Review%20of%20Results) The company's Audit Committee reviewed and discussed the Group's accounting standards, audit, internal controls, and financial reporting matters, including the unaudited condensed consolidated financial statements for the six months ended June 30, 2025, with management and external auditors - The Audit Committee reviewed and discussed the Group's accounting standards, audit, internal controls, and financial reporting matters with management and external auditors[118](index=118&type=chunk) - The review included the unaudited condensed consolidated financial statements for the six months ended June 30, 2025[118](index=118&type=chunk) [Review Report on Interim Financial Information](index=42&type=section&id=Review%20Report%20on%20Interim%20Financial%20Information) Ernst & Young reviewed the company's interim financial information in accordance with Hong Kong Standard on Review Engagements 2410, concluding that nothing came to their attention to suggest the interim financial information was not prepared in all material respects in accordance with HKAS 34 - Ernst & Young reviewed the company's interim financial information for the six months ended June 30, 2025[120](index=120&type=chunk) - The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410 issued by the Hong Kong Institute of Certified Public Accountants[121](index=121&type=chunk) - The conclusion is that nothing came to their attention to suggest the interim financial information was not prepared in all material respects in accordance with Hong Kong Accounting Standard 34[122](index=122&type=chunk)

1 藥明合聯生物技術有限公司 2025中期報告 公司資料 董事會 目錄 | | 頁次 | | --- | --- | | 公司資料 | 2 | | 財務摘要 | 4 | | 公司簡介 | 6 | | 管理層討論及分析 | 7 | | 其他資料 | 37 | | 簡明綜合財務報表的審閱報告 | 54 | | 簡明綜合損益及其他全面收益表 | 56 | | 簡明綜合財務狀況表 | 57 | | 簡明綜合權益變動表 | 59 | | 簡明綜合現金流量表 | 61 | | 簡明綜合財務報表附註 | 62 | | 釋義 | 92 | 審核委員會 Hao Zhou先生 （主席） Ulf Grawunder博士 Kenneth Walton Hitchner III先生 薪酬委員會 執行董事 Ulf Grawunder博士 （主席） Kenneth Walton Hitchner III先生 施明女士 李錦才博士 （首席執行官） 張靖偉先生 （首席運營官） 席曉捷先生 （首席財務官兼公司秘書） 非執行董事 提名委員會 陳智勝博士 （主席） 周偉昌博士 （於2025年6月27日退任） 顧繼傑博士 （於2025年6月27日獲委 ...

Financial Performance - Total revenue for the six months ended June 30, 2025, was approximately RMB 7,154 million, representing a 103% increase compared to RMB 3,532 million in the same period of 2024[11]. - Gross profit for the same period was approximately RMB 2,863 million, a 63% increase from RMB 1,760 million in 2024, resulting in a gross margin of 40%[11][14]. - The company reported a net loss attributable to shareholders of approximately RMB 29,551 million, compared to a loss of RMB 5,058 million in 2024, indicating a 484% increase in losses[11][14]. - The operating profit margin for the first half of 2025 was reported at (413.1)%, compared to (143.2)% in the same period of 2024[11]. - The group achieved total revenue of RMB 7.1 million for the reporting period, with a net loss attributable to the parent company of RMB 29.6 million, and a gross margin of 40.0%, down 9.8 percentage points year-on-year[26]. - The net loss for the period was RMB 29,374,000, compared to a net loss of RMB 4,066,000 in 2024, indicating a significant increase in losses[61]. - The group reported a pre-tax loss from continuing operations of RMB 29,551,000 for the six months ended June 30, 2025, compared to a loss of RMB 5,058,000 for the same period in 2024[96]. Assets and Liabilities - Total assets as of June 30, 2025, were RMB 2,041,667 million, a slight decrease of 0% from RMB 2,051,581 million at the end of 2024[11]. - The company's total equity attributable to shareholders decreased by 15% to RMB 99,296 million from RMB 116,640 million[11]. - The asset-liability ratio stood at 94% as of June 30, 2025, compared to 93% at the end of 2024, indicating a slight increase in leverage[11]. - Current liabilities totaled RMB 1,459,254,000, a slight decrease from RMB 1,460,662,000 at the end of 2024[63]. - The company’s total borrowings amounted to RMB 591,308,000, with RMB 361,783,000 due within the next twelve months, raising concerns about liquidity[79]. - The company’s current liabilities exceeded current assets by approximately RMB 790,636,000, indicating potential solvency issues[79]. - The group reported total liabilities of RMB 1,475,768 thousand, with a debt-to-equity ratio of 94%[160]. Investments and Acquisitions - The company completed the acquisition of 51% of ZDX Energy International Co., Ltd. in March 2025, enhancing its competitiveness in the hydropower station operation and maintenance service sector[15]. - The acquisition of Guoneng Tairui marks a significant step in the company's diversification strategy, strengthening its position in the renewable energy market[18]. - The acquisition of 51% equity in ZDX Energy Development Co., Ltd was completed on March 26, 2025, with the consideration settled by issuing 219,354,839 new shares[129]. - The identifiable net assets acquired from ZDX amounted to RMB 9,905,000, which includes cash and cash equivalents of RMB 57,000 and trade receivables of RMB 5,751,000[131]. - The company plans to acquire 100% equity of Shanghai Greenland Senmao Greening Engineering Co., Ltd., which will become a wholly-owned subsidiary upon completion[161]. Operational Focus and Strategy - The company is focusing on project standardization and sustainable development, enhancing project management and operational efficiency[14]. - The company is focusing on green transformation and sustainable development, aiming to integrate green finance and carbon markets to support low-carbon transition[16]. - In 2025, new policies will enhance the operation and quality of PPP projects, which the company plans to leverage for sustainable development[17]. - The company aims to explore new energy sectors such as photovoltaics and energy storage, responding to national policy directions and industry trends[19]. - The integration of modern information technologies is accelerating the digital transformation of urban landscaping, enhancing ecological service functions[21]. Customer and Revenue Management - Customer contract revenue increased to RMB 5,021,000 in 2025 from RMB 1,022,000 in 2024, marking a significant rise of 391%[87]. - Major customer C contributed RMB 1,738,000 to total revenue in 2025, while major customer D and E contributed RMB 775,000 and RMB 919,000 respectively[86]. - The group is actively managing its liquidity needs and financial condition, including accelerating project progress and recovering outstanding trade receivables[80]. Employee and Management Information - As of June 30, 2025, the group had 120 full-time employees in China, an increase from 64 employees as of December 31, 2024[46]. - Employee costs for the group were approximately RMB 46.5 million during the reporting period, compared to RMB 29.2 million for the six months ended June 30, 2024[46]. - The total remuneration for key management personnel for the six months ended June 30, 2025, was RMB 583 thousand, unchanged from the same period in 2024[147]. Financial Management and Governance - The board of directors has resolved not to declare any interim dividend for the reporting period, consistent with the previous period[51]. - The company has maintained compliance with all applicable corporate governance codes and listing rules throughout the reporting period[42]. - The group is reviewing its debt structure and exploring external financing opportunities, including equity financing if necessary[80]. - The board believes that the group will have sufficient working capital to meet its financial obligations for the next twelve months, although there is significant uncertainty regarding the execution of the plans[81]. Market and Economic Context - The Chinese economy showed resilience with a GDP growth of 5.3% in the first half of 2025, providing a favorable backdrop for the landscaping industry[13]. - China's new energy installed capacity continues to grow rapidly, with non-fossil energy generation capacity exceeding 60% for the first time by the end of May 2025[29]. - The global electricity consumption is expected to increase by nearly 1,100 TWh in 2024, representing a year-on-year growth of 4.3%[29].