Ying Li International Real Estate LimitedSGX: 5DM

1H 2025 Results SGXNet Announcement

· Issued by Ying Li International Real Estate Limited


Ying Li International Real Estate Limited

(Incorporated in the Republic of Singapore) (Company Registration No.: 199106356W)

Unaudited Condensed Interim Consolidated Financial Statements For the six months ended 30 June 2025

‌Table of Contents

Page

A.

Unaudited condensed interim consolidated statements of profit or loss and other comprehensive income

3

B.

Unaudited condensed interim consolidated statements of financial position

4

C.

Unaudited condensed interim consolidated statements of changes in equity

5

D.

Unaudited condensed interim consolidated statements of cash flows

7

E.

Notes to the unaudited condensed interim consolidated financial statements

8

F.

Other information required by Listing Rule Appendix 7.2

19

  1. Unaudited condensed interim consolidated statements of profit or loss and other comprehensive income

    The Group

    6 months ended

    30 June 2025

    6 months ended

    30 June 2024

    Increase / (Decrease)

    Note

    RMB'000

    RMB'000

    %

    Revenue

    4.2

    106,125

    103,405

    2.6%

    Cost of sales

    (38,935)

    (31,326)

    24.3%

    Gross profit

    67,190

    72,079

    (6.8%)

    Other income

    6.1

    2,225

    3,662

    (39.2%)

    Other gains/(losses) - net

    6.1

    17,717

    (51,441)

    n.m.

    Marketing expenses

    (6,132)

    (7,241)

    (15.3%)

    Administrative expenses

    (47,992)

    (37,569)

    27.7%

    Finance expenses

    (68,396)

    (79,067)

    (13.5%)

    Loss before income tax

    (35,388)

    (99,577)

    (64.5%)

    Income tax

    7

    (52,611)

    -

    n.m.

    Net loss for the financial period

    (87,999)

    (99,577)

    (11.6%)

    Other comprehensive (loss)/income

    Item that may be reclassified to profit or loss in subsequent period (net of tax)

    Currency translation differences arising from

    consolidation, net

    (45,996)

    32,927

    n.m.

    Total comprehensive loss for the period

    (133,995)

    (66,650)

    101.0%

    Net (loss)/profit attributable to:

    Equity holders of the Company

    (88,215)

    (99,696)

    (11.5%)

    Non-controlling interests

    216

    119

    81.5%

    (87,999)

    (99,577)

    (11.6%)

    Total comprehensive (loss)/income attributable to:

    Equity holders of the Company

    (134,211)

    (66,769)

    101.0%

    Non-controlling interests

    216

    119

    81.5%

    (133,995)

    (66,650)

    101.0%

    Loss per share for net loss for the period attributable to equity holders of the Company

    Basic loss per share (RMB per share)

    8(a)

    (0.034)

    (0.039)

    Diluted loss per share (RMB per share)

    8(b)

    (0.034)

    (0.039)

    n.m. - not meaningful

  2. Unaudited condensed interim consolidated statements of financial position

    The Group

    The Company

    30 June

    2025

    31 December

    2024

    30 June

    2025

    31 December

    2024

    Note

    RMB'000

    RMB'000

    RMB'000

    RMB'000

    ASSETS

    Current assets:

    Development properties

    11

    906,572

    917,331

    -

    -

    Trade and other receivables

    10

    345,770

    357,045

    3,089,712

    3,059,344

    Cash and cash equivalents

    146,795

    108,413

    27,249

    34,396

    1,399,137

    1,382,789

    3,116,961

    3,093,740

    Non-current assets:

    Property, plant and equipment

    12

    41,655

    43,750

    395

    746

    Investments in subsidiaries

    13

    -

    -

    3,116,474

    3,116,474

    Investment properties

    15

    4,287,076

    4,287,076

    -

    -

    Financial asset, at fair value

    through profit or loss ("FVPL")

    14

    -

    -

    -

    -

    4,328,731

    4,330,826

    3,116,869

    3,117,220

    Total assets

    5,727,868

    5,713,615

    6,233,830

    6,210,960

    LIABILITIES

    Current liabilities:

    Trade and other payables

    16

    442,807

    439,919

    1,198,003

    1,194,491

    Current income tax liabilities

    181,209

    182,082

    -

    -

    Borrowings

    17

    1,098,690

    1,034,267

    994,118

    941,516

    Provisions

    18

    395,948

    395,948

    -

    -

    2,118,654

    2,052,216

    2,192,121

    2,136,007

    Non-current liabilities:

    Other payable - related party

    16

    346,424

    307,018

    346,424

    307,018

    Deferred income tax liabilities

    457,824

    406,571

    -

    -

    Borrowings

    17

    1,210,528

    1,201,483

    386,568

    388,236

    2,014,776

    1,915,072

    732,992

    695,254

    Total liabilities

    4,133,430

    3,967,288

    2,925,113

    2,831,261

    NET ASSETS

    1,594,438

    1,746,327

    3,308,717

    3,379,699

    EQUITY

    Capital and reserves attributable to equity holders of the Company:

    Share capital

    19

    4,028,372

    4,028,372

    4,028,372

    4,028,372

    Reverse acquisition reserve

    (2,034,754)

    (2,034,754)

    -

    -

    Statutory common reserve

    91,018

    91,018

    -

    -

    Perpetual convertible securities

    878,970

    878,970

    878,970

    878,970

    Currency translation reserve

    (196,923)

    (150,927)

    (96,651)

    (55,036)

    Accumulated losses

    (1,164,053)

    (1,057,944)

    (1,501,974)

    (1,472,607)

    Equity attributable to equity holders of the Company

    1,602,630

    1,754,735

    3,308,717

    3,379,699

    Non-controlling interests

    (8,192)

    (8,408)

    -

    -

    TOTAL EQUITY

    1,594,438

    1,746,327

    3,308,717

    3,379,699

  3. Unaudited condensed interim consolidated statements of changes in equity

    The Group

    Attributable to equity holders of the Company

    Reverse

    Statutory

    Perpetual

    Currency

    Non-

    Share

    acquisition

    common

    convertible

    translation

    Accumulated

    controlling

    Total

    capital

    reserve

    reserve

    securities

    reserve

    losses

    Sub-total

    interests

    equity

    RMB'000

    RMB'000

    RMB'000

    RMB'000

    RMB'000

    RMB'000

    RMB'000

    RMB'000

    RMB'000

    Balance at 1 January 2025

    4,028,372

    (2,034,754)

    91,018

    878,970

    (150,927)

    (1,057,944)

    1,754,735

    (8,408)

    1,746,327

    Total comprehensive (loss)/

    income for the period

    -

    -

    -

    -

    (45,996)

    (88,215)

    (134,211)

    216

    (133,995)

    Distribution on perpetual

    convertible securities

    -

    -

    -

    -

    -

    (17,894)

    (17,894)

    -

    (17,894)

    Balance at 30 June 2025

    4,028,372

    (2,034,754)

    91,018

    878,970

    (196,923)

    (1,164,053)

    1,602,630

    (8,192)

    1,594,438

    Balance at 1 January 2024

    4,028,372

    (2,034,754)

    91,018

    878,970

    (142,620)

    (843,295)

    1,977,691

    (8,469)

    1,969,222

    Total comprehensive

    income/(loss) for the period

    -

    -

    -

    -

    32,927

    (99,696)

    (66,769)

    119

    (66,650)

    Distribution on perpetual

    convertible securities

    -

    -

    -

    -

    -

    (17,991)

    (17,991)

    -

    (17,991)

    Balance at 30 June 2024

    4,028,372

    (2,034,754)

    91,018

    878,970

    (109,693)

    (960,982)

    1,892,931

    (8,350)

    1,884,581

    C. Unaudited condensed interim consolidated statements of changes in equity (continued)

    The Company

    Perpetual

    Currency

    Share

    convertible

    translation

    Accumulated

    Total

    capital

    securities

    reserve

    losses

    equity

    RMB'000

    RMB'000

    RMB'000

    RMB'000

    RMB'000

    Balance at 1 January 2025

    4,028,372

    878,970

    (55,036)

    (1,472,607)

    3,379,699

    Total comprehensive loss for the period

    -

    -

    (41,615)

    (11,473)

    (53,088)

    Distribution on perpetual convertible securities

    -

    -

    -

    (17,894)

    (17,894)

    Balance at 30 June 2025

    4,028,372

    878,970

    (96,651)

    (1,501,974)

    3,308,717

    Balance at 1 January 2024

    4,028,372

    878,970

    (59,579)

    (1,328,793)

    3,518,970

    Total comprehensive income/(loss) for the period

    -

    -

    9,413

    (47,824)

    (38,411)

    Distribution on perpetual convertible securities

    -

    -

    -

    (17,991)

    (17,991)

    Balance at 30 June 2024

    4,028,372

    878,970

    (50,166)

    (1,394,608)

    3,462,568

  4. Unaudited condensed interim consolidated statements of cash flows

    The Group

    6 months ended

    30 June 2025

    6 months ended

    30 June 2024

    RMB'000

    RMB'000

    Operating activities

    Loss before income tax

    (35,388)

    (99,577)

    Adjustments for:

    Depreciation of property, plant and equipment

    2,131

    2,131

    Interest expenses

    68,396

    79,067

    Interest income

    (1,073)

    (1,951)

    Provision on legal cases and penalties

    -

    20,852

    Gain on disposal of property, plant and equipment

    -

    (8)

    Gain on disposal of investment properties

    -

    (1,338)

    Loss allowance on trade receivables

    368

    -

    Exchange differences

    (18,676)

    28,324

    Operating cash flows before working capital changes

    15,758

    27,500

    Development properties

    10,759

    5,327

    Trade and other receivables

    10,907

    6,175

    Trade and other payables

    (6,007)

    (2,220)

    Cash generated from operations

    31,417

    36,782

    Interest received

    1,073

    1,951

    Income tax paid

    (35)

    -

    Net cash generated from operating activities

    32,455

    38,733

    Investing activities

    Purchase of property, plant and equipment

    (29)

    (28)

    Proceeds from disposal of property, plant and equipment

    -

    27

    Proceeds from disposal of investment properties

    -

    4,761

    Net cash (used in)/generated from investing activities

    (29)

    4,760

    Financing activities

    Increase in restricted cash

    (9)

    (6,557)

    Proceeds from borrowings

    63,000

    430,000

    Interest paid

    (18,434)

    (53,949)

    Repayment of borrowings

    (40,464)

    (492,037)

    Net cash generated from/(used in) financing activities

    4,093

    (122,543)

    Net increase/(decrease) in cash and cash equivalents

    36,519

    (79,050)

    Effects of exchange rate changes on cash and cash equivalents

    1,854

    (2,904)

    Cash and cash equivalents at beginning of the period

    78,680

    266,751

    Cash and cash equivalents at end of the period

    117,053

    184,797

    Restricted bank balances

    29,742

    58,176

    Cash and cash equivalents in the consolidated statements of financial position

    146,795

    242,973

  5. Notes to the unaudited condensed interim consolidated financial statements
    1. General information

      Ying Li International Real Estate Limited (the "Company") is listed on the Mainboard of the Singapore Exchange Securities Trading Limited (the "Singapore Exchange" or "SGX-ST") and incorporated and domiciled in Singapore. These unaudited condensed interim consolidated financial statements as at and for the six months period ended 30 June 2025 ("1H2025") comprise the Company and its subsidiaries (collectively, the "Group").

      The principal activity of the Company is investment holding. The principal activities of its subsidiaries are:

      1. Property development;

      2. Mall and property management;

      3. Property consultancy, sale, marketing and management;

      4. Commercial property leasing services; and

      5. Others - Investment holding.

    2. Basis of preparation

      The unaudited condensed interim consolidated financial statements for 1H2025 have been prepared in accordance with SFRS(I) 1-34 Interim Financial Reporting issued by the Accounting Standards Committee Singapore. The unaudited condensed interim financial statements do not include all the information required for a complete set of financial statements and should be read in conjunction with the Group's audited financial statements for the financial year ended 31 December 2024. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and its performance since the last annual financial statements for the financial year ended 31 December 2024.

      The accounting policies adopted are consistent with those of the previous financial year which were prepared in accordance with SFRS(I)s, except for the adoption of new and amended standards as set out in Note 2.1.

      The unaudited condensed interim financial statements are presented in Chinese Renminbi ("RMB") and all values are rounded to the nearest thousand ("RMB'000") as indicated.

      The condensed interim financial statements have been prepared on a going concern basis as the directors have assessed that the Group and the Company would have the ability to meet the obligations for the next twelve months from the reporting date, taking into consideration available cash balances, profitability and cashflow of the Group's operations.

      1. New and amended standards adopted by the Group

        A number of amendments to standards have become applicable for the current reporting period. The Group did not have to change its accounting policies or make retrospective adjustments as a result of adopting those standards.

      2. Use of judgements, estimates and assumptions

        In preparing the unaudited condensed interim financial statements, the management team of the Group ("Management") has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

        The significant judgements made by Management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the financial year ended 31 December 2024.

        Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

        • Valuation of investment properties

        • Estimation of net realisable value for development properties

        • Provision on litigation cases, penalties and other charges

        • Valuation of financial asset, at FVPL

        • Assessment of expected credit loss ("ECL") of trade and other receivables

        • Deferred income tax

        • Classification of unquoted investment in limited partnership

    3. Seasonal operations

      The Group's businesses were not affected significantly by seasonal or cyclical factors during the financial period.

    4. Segment and revenue information

      The Group is organised into the following main business segments:

      Property investment

      :

      Leasing of investment properties to generate rental income, facilities management

      income and holding of properties for capital appreciation

      Property development

      :

      Development and sales of residential, commercial and other types of properties and equity investment in property development companies

      Others

      :

      Mainly related with corporate office functions and investment holding

      These operating segments are reported in a manner consistent with the internal reporting provided to the executive committee for allocating resources and assessing performance. Borrowings are not allocated to the operating segments as majority of the borrowings are loans from related parties and are not considered a measure of the performance of the operating segments.

      1. Reportable segments

        Property

        investment

        Property

        development

        Others

        Total

        RMB'000

        RMB'000

        RMB'000

        RMB'000

        1 January 2025 to 30 June 2025

        Revenue

        Total segment revenue

        92,679

        13,446

        -

        106,125

        Segment results

        47,718

        507

        (16,290)

        31,935

        Interest expenses

        (68,396)

        Interest income

        1,073

        Loss before income tax

        (35,388)

        Depreciation of property, plant and equipment

        -

        -

        2,131

        2,131

        As at 30 June 2025

        Segment assets

        4,298,430

        1,226,910

        202,528

        5,727,868

        Segment assets includes:

        Additions to:

        - Property, plant and equipment

        -

        -

        29

        29

        Segment liabilities

        561,477

        436,313

        826,422

        1,824,212

        Unallocated liabilities: Borrowings

        2,309,218

        Total liabilities

        4,133,430

        Property

        investment

        Property

        development

        Others

        Total

        RMB'000

        RMB'000

        RMB'000

        RMB'000

        1 January 2024 to 30 June 2024

        Revenue

        Total segment revenue

        96,224

        7,181

        -

        103,405

        Segment results

        54,619

        (21,106)

        (55,974)

        (22,461)

        Interest expenses

        (79,067)

        Interest income

        1,951

        Loss before income tax

        (99,577)

        Depreciation of property, plant and equipment

        -

        -

        2,131

        2,131

        As at 30 June 2024

        Segment assets

        4,383,150

        1,280,854

        303,256

        5,967,260

        Segment assets includes:

        Additions to:

        - Property, plant and equipment

        -

        -

        28

        28

        Segment liabilities

        542,451

        434,038

        714,035

        1,690,524

        Unallocated liabilities: Borrowings

        2,392,155

        Total liabilities

        4,082,679

        4.2 Disaggregation of Revenue

        The Group

        6 months ended

        30 June 2025

        6 months ended

        30 June 2024

        RMB'000

        RMB'000

        Property investment

        Rental income - People's Republic of China ("PRC")

        92,679

        96,224

        Property development

        Revenue from contracts with customers - PRC

        - Sales of completed properties - at a point in time

        13,446

        7,181

        106,125

        103,405

    5. Financial assets and financial liabilities

      Set out below is an overview of the financial assets and financial liabilities of the Group and the Company:

      The Group

      The Company

      30 June

      2025

      31 December

      2024

      30 June

      2025

      31 December

      2024

      Note

      RMB'000

      RMB'000

      RMB'000

      RMB'000

      Financial assets, at

      amortised cost

      Cash and cash equivalents

      146,795

      108,413

      27,249

      34,396

      Trade and other receivables

      10

      294,782

      301,093

      3,089,675

      3,059,062

      441,577

      409,506

      3,116,924

      3,093,458

      Financial liabilities, at amortised cost

      Trade and other payables

      16

      752,630

      707,091

      1,544,427

      1,501,509

      Borrowings

      17

      2,309,218

      2,235,750

      1,380,686

      1,329,752

      3,061,848

      2,942,841

      2,925,113

      2,831,261

    6. Loss before taxation
      1. Significant items

        The Group

        6 months ended

        30 June 2025

        6 months ended

        30 June 2024

        RMB'000

        RMB'000

        Other income

        Interest income

        1,073

        1,951

        Sundry income

        1,152

        1,711

        2,225

        3,662

        Other gains/(losses) - net

        Foreign exchange gain/(loss) - net

        18,676

        (32,970)

        Provision on legal cases and penalties

        -

        (20,852)

        Receipt from partial settlement of a legal case

        -

        566

        Loss allowance on trade receivables

        (368)

        -

        Gain on disposal of property, plant and equipment

        -

        8

        Gain on disposal of investment properties

        -

        1,338

        Reversal of accrued payables

        -

        986

        Other losses - net

        (591)

        (517)

        17,717

        (51,441)

        Other expenses by nature

        Interest expenses

        68,396

        79,067

        Depreciation of property, plant and equipment

        2,131

        2,131

        Employee compensation

        14,288

        16,427

      2. Related party transactions

        Other than as disclosed elsewhere in the unaudited condensed interim consolidated financial statements, material transactions with related parties based on terms agreed between the parties are as follows:

        The Group

        6 months ended

        30 June 2025

        6 months ended

        30 June 2024

        RMB'000

        RMB'000

        Management fees and related costs charged by an associate of controlling shareholder

        6,579

        2,971

        Interest expenses charged by related parties

        49,055

        27,701

        Distribution on perpetual convertible securities payable to a subsidiary of

        controlling shareholder

        17,894

        17,991

    7. Income tax

      The Group calculates the period income tax expense using the tax rate that would be applicable to the expected total annual earnings. The major components of income tax expense in the unaudited condensed interim consolidated statements of profit or loss are:

      The Group

      6 months ended

      30 June 2025

      6 months ended

      30 June 2024

      RMB'000

      RMB'000

      Current income tax

      (1,358)

      -

      Deferred income tax relating to origination and reversal of temporary

      differences

      (51,253)*

      -

      (52,611)

      -

      * Mainly due to derecognition of deferred tax assets as a result of the expiry of unutilised tax losses.

    8. Loss per share
      1. Basic loss per share

        Basic loss per share is calculated by dividing the net loss attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the financial period.

      2. Diluted loss per share

      For the purpose of calculating diluted loss per share, net loss attributable to equity holders of the Company and the weighted average number of ordinary shares outstanding are adjusted for the effects of all dilutive potential ordinary shares. As the effect of conversion of shares from perpetual convertible securities is anti-dilutive, the diluted loss per share is the same as the basic loss per share.

      The Group

      6 months ended

      30 June 2025

      6 months ended

      30 June 2024

      Net loss attributable to equity holders of the Company (RMB'000)

      (88,215)

      (99,696)

      Weighted average number of ordinary shares outstanding for basic and

      diluted loss per share ('000)

      2,557,040

      2,557,040

      Basic and diluted loss per share (RMB per share)

      (0.034)

      (0.039)

    9. Net asset value

      The Group

      The Company

      30 June

      2025

      31 December

      2024

      30 June

      2025

      31 December

      2024

      Net asset value attributable to equity holders of the Company (RMB'000)

      1,602,630

      1,754,735

      3,308,717

      3,379,699

      Number of shares issued ('000)

      2,557,040

      2,557,040

      2,557,040

      2,557,040

      Net asset value per ordinary shares

      (RMB per share)

      0.63

      0.69

      1.29

      1.32

    10. Trade and other receivables

      The Group

      30 June

      2025

      31 December

      2024

      RMB'000

      RMB'000

      Trade receivables - non-related parties

      8,774

      12,653

      Other receivables:

      - Refundable deposits

      17,288

      17,271

      - Consideration receivables from disposal of subsidiaries and a land parcel

      262,710

      262,710

      - Others

      6,010

      8,459

      Financial assets, at amortised cost

      294,782

      301,093

      Advances to sub-contractor and vendors

      4,698

      3,987

      Prepayments

      24,782

      28,705

      Prepaid tax

      21,508

      23,260

      Total trade and other receivables

      345,770

      357,045

      The Company

      30 June

      2025

      31 December

      2024

      RMB'000

      RMB'000

      Other receivables

      100

      -

      Refundable deposits

      287

      271

      Due from subsidiary corporations

      3,089,288

      3,058,791

      Financial assets, at amortised cost

      3,089,675

      3,059,062

      Prepayments

      37

      282

      Total other receivables

      3,089,712

      3,059,344

      As announced by the Company on 21 February 2023, the Company and its subsidiary, Chongqing Yingli Real Estate Development Co., Ltd., commenced an arbitration with the China Chongqing Arbitration Commission in January 2023 against, among others, Shengyu (BVI) Limited ("Shengyu") and Hengda Real Estate Group (Chongqing) Company Limited (恒大地产集团重庆有限公司) ("Hengda Chongqing") (collectively, the "Debtors") in respect of the Debtors' failure to make payment for its purchase of the entire issued and paid-up share capital in the Company's wholly-owned subsidiary Shiny Profit Enterprises Limited and a separate parcel of land pursuant to a conditional sale and purchase agreement entered into between the Company and Shengyu.

      On 6 December 2024, the Company has been notified of the arbitral award in which the arbitration tribunal ruled in favour of the Group, and the Debtors have been ordered to pay the consideration of RMB503,759,490, along with the legal fees incurred by the Group and a portion of the arbitration costs incurred.

      As at 30 June 2025, the net outstanding receivables from the Debtors in relation to the disposal of subsidiaries and a land parcel amounted to RMB262,710,000 (31 December 2024: RMB262,710,000), calculated based on the gross outstanding balance of RMB575,350,000 (31 December 2024: RMB575,350,000), net of loss allowance of RMB312,640,000 (31 December 2024: RMB312,640,000) recognised in previous financial years.

      Management has reviewed the recoverability of the outstanding receivables from the Debtors and is of the opinion that the expected credit loss allowance had been adequately provided for as at 30 June 2025. In assessing the adequacy of ECL, Management has taken into consideration the arbitral award granted by China Chongqing Arbitration Commission and the advice from the Group's Chinese legal counsel to continue to trace the significant assets owned by Shengyu and to enforce against such assets located in the PRC and/or to commence legal proceedings against the other Debtors to hold them jointly liable to make payment.

    11. Development properties

      The Group

      30 June

      2025

      31 December

      2024

      RMB'000

      RMB'000

      Completed properties for sale

      784,160

      794,919

      Properties for development

      122,412

      122,412

      906,572

      917,331

    12. Property, plant and equipment

      During the six months ended 30 June 2025, the Group acquired assets amounting to RMB29,000 (30 June 2024: RMB28,000) and disposed assets with carrying amount of RMB Nil (30 June 2024: RMB19,000).

    13. Investments in subsidiaries

      The Company

      30 June

      2025

      31 December

      2024

      RMB'000

      RMB'000

      Unquoted equity shares, at cost

      2,966,257

      2,966,257

      Quasi-equity loan to a subsidiary

      150,217

      150,217

      Total investments in subsidiaries

      3,116,474

      3,116,474

      The quasi-equity loan to a wholly-owned subsidiary is unsecured, interest-free with no fixed term of repayment and is therefore quasi-equity in nature. The settlement of the loan is not planned, and the repayment of the loan is solely at the discretion of the subsidiary. Accordingly, the loan, in substance, forms part of the Company's net investment in the subsidiary and is stated at cost and tested for impairment together with the cost of investment.

    14. Financial asset, at FVPL

      Unquoted investment in limited partnership relates to a subsidiary's investment of RMB559 million (at cost) to subscribe for 26% of the subordinated shares in Shanghai Zhaoli Investment Centre (LLP) where it invested directly in Shanghai Sheng Ke Investment Centre (LLP) which in turn owns the project companies holding the Beijing Tongzhou Project.

      The unquoted investment in limited partnership is carried at fair value based on valuation performed at the end of every financial year by international independent firm of professional valuers who have the appropriate recognised professional qualification and recent experience in the financial assets being valued. Discussions on the valuation process, key inputs applied in the valuation approach and the reasons for the fair value changes are held between Management, the fund manager and the independent valuer annually.

      The unquoted investment in limited partnership has been fully written down mainly due to the stringent policies maintained by local authorities in the property sector, which prolonged the property development and sales period, thus leading to a reduction of forecasted margin of the project as a result of significant fixed costs such as finance costs, to be incurred on a yearly basis.

    15. Investment properties

      The Group's investment properties consist of retail, office, car parks and other commercial properties, held for longterm rental yields and/or capital appreciation and are not substantially occupied by the Group. They are mainly leased to third parties under operating leases.

      The Group

      30 June

      2025

      31 December

      2024

      RMB'000

      RMB'000

      Leasehold properties:

      Beginning of financial period/year

      4,287,076

      4,371,400

      Disposal of investment properties

      -

      (51,324)

      Fair value losses

      -

      (33,000)

      End of financial period/year

      4,287,076

      4,287,076

      Fair value hierarchy - Recurring fair value measurement

      Description

      Quoted prices in

      active markets for identical assets

      (Level 1)

      Significant other

      observable

      inputs (Level 2)

      Significant

      unobservable

      inputs (Level 3)

      RMB'000

      RMB'000

      RMB'000

      30 June 2025

      - Retail, office and car parks - PRC

      -

      -

      4,287,076

      31 December 2024

      - Retail, office and car parks - PRC

      -

      -

      4,287,076

      The Group engages external, independent and qualified valuers to determine the fair value of the Group's properties at the end of every financial year based on the property's best use. As at 31 December 2024, the fair values of the properties have been determined by international independent firm of professional valuers who have the appropriate recognised professional qualification and recent experience in the financial assets being valued. Discussions on the valuation process, key inputs applied in the valuation approach and the reasons for the fair value changes are held between Management and the independent valuer annually.

      The fair value of the Group's investment properties is determined based on significant unobservable inputs and is categorised under Level 3 of the fair value measurement hierarchy. Level 3 fair values of the Group's properties have been derived using the direct comparison method and income approach on property basis. Sales prices of comparable properties in close proximity are adjusted for differences in key attributes such as location, building age and size. The most significant input in this valuation approach is the reference to market evidence of transaction prices for similar properties and the rental income of the properties and were performed in accordance with International Valuation Standards and the Royal Institution of Chartered Surveyors' Global Valuation Standards.

    16. Trade and other payables

      The Group

      30 June

      2025

      31 December

      2024

      RMB'000

      RMB'000

      Trade payables - non-related parties

      34,898

      43,024

      Other payables:

      - Non-related parties

      153,855

      146,294

      - Related party

      346,424

      307,018

      Accrued expenses

      139,057

      140,517

      Deposits received

      42,760

      43,068

      Other tax payables

      35,636

      27,170

      Financial liabilities, at amortised cost

      752,630

      707,091

      Less: Non-current liability

      - Other payable - related party

      (346,424)

      (307,018)

      406,206

      400,073

      Advances received

      22,560

      23,429

      Contract liabilities

      14,041

      16,417

      Total trade and other payables - current liabilities

      442,807

      439,919

      The Group's other payable to a related party is pertaining to the unpaid distribution on perpetual convertible securities.

      Contract liabilities are in relation to the advance consideration received from customers which would be recognised as revenue when the Group fulfils its performance obligations under contract, which is when control of properties transfers to the customer.

      The Company

      30 June

      2025

      31 December

      2024

      RMB'000

      RMB'000

      Other payable:

      - Subsidiaries

      1,108,614

      1,108,556

      - Related party

      346,424

      307,018

      Accrued expenses

      58,197

      63,587

      Other tax payables

      31,192

      22,348

      Financial liabilities, at amortised cost

      1,544,427

      1,501,509

      Less: Non-current liability

      - Other payable - related party

      (346,424)

      (307,018)

      Total other payables - current liabilities

      1,198,003

      1,194,491

      The Company's other payable to a related party is pertaining to the unpaid distribution on perpetual convertible securities.

    17. Borrowings

      The Group

      30 June

      2025

      31 December

      2024

      RMB'000

      RMB'000

      Amount repayable within one year

      Bank borrowings (secured)

      104,572

      92,751

      Loans from a related party (unsecured)

      994,118

      941,516

      1,098,690

      1,034,267

      Amount repayable after one year

      Bank borrowings (secured)

      680,960

      733,247

      Loans from a related party (unsecured)

      386,568

      388,236

      Loans from related parties (secured)

      143,000

      80,000

      1,210,528

      1,201,483

      Total borrowings

      2,309,218

      2,235,750

      The borrowings of the Group are secured over certain bank deposits, investment properties and development properties.

      The Company

      30 June

      2025

      31 December

      2024

      RMB'000

      RMB'000

      Amount repayable within one year

      Loans from a related party (unsecured)

      994,118

      941,516

      Amount repayable after one year

      Loans from a related party (unsecured)

      386,568

      388,236

      Total borrowings

      1,380,686

      1,329,752

    18. Provisions

      The Group

      30 June

      2025

      31 December

      2024

      RMB'000

      RMB'000

      Current

      Provision on litigation cases

      270,000

      270,000

      Provision on penalties and other charges

      125,948

      125,948

      Total provisions

      395,948

      395,948

      Provision on penalties were made for potential penalties charged by local authorities for certain non-compliance matters in relation with the projects developed. Management has assessed the provision for penalties based on current market condition and legal advice from the Group's Chinese legal counsel, and is of the opinion that based on current assessment, no further provision is required as at 30 June 2025.

    19. Share capital

      The Group and the Company

      Number of

      shares

      Amount RMB'000

      30 June 2025 and 31 December 2024

      Beginning and end of financial period/year

      2,557,040,024

      4,028,372

      Details of any changes in the company's share capital arising from rights issue, bonus issue, subdivision, consolidation, share buy-backs, exercise of share options or warrants, conversion of other issues of equity securities, issue of shares or cash or as consideration for acquisition or for any other purpose since the end of the previous period reported on. State the number of shares that may be issued on conversion of all the outstanding convertibles, if any, against the total number of issued shares excluding treasury shares and subsidiary holdings of the issuer, as at the end of the current financial period reported on and as at the end of the corresponding period of the immediately preceding financial year. State also the number of shares held as treasury shares and the number of subsidiary holdings, if any, and the percentage of the aggregate number of treasury shares and subsidiary holdings held against the total number of shares outstanding in a class that is listed as at the end of the current financial period reported on and as at the end of the corresponding period of the immediately preceding financial year.

      Perpetual Subordinated Convertible Callable Securities ("Perpetual Convertible Securities", "PCS")

      On 17 October 2014, the Company had issued S$165,000,000 in aggregate principal amount of Tranche 1 Perpetual Convertible Securities and S$20,000,000 in aggregate principal amount of Tranche 2 Perpetual Convertible Securities to Everbright Hero Mauritius Limited (the "Bondholder"), the nominee of Everbright Hero Holdings Limited pursuant to a subscription agreement dated 30 June 2014.

      On 7 November 2022, the Company announced that it had entered into the Amendment Deed with the Bondholder pursuant to which, the Company and the Bondholder agreed to, among others, amend the Tranche 1 PCS conditions and Tranche 2 PCS conditions. For more details, please refer to the Circular made available on SGXNet.

      The number of shares that may be issued on conversion of the outstanding securities at the end of the period is as below:

      As at

      30 June 2025

      As at

      30 June 2024

      No. of shares

      No. of shares

      The number of shares that may be issued on conversion of outstanding

      securities at the end of the period

      1,480,000,000

      1,480,000,000

      No conversion of the securities into shares has taken place since the date of issuance. The exercise price of the Perpetual Convertible Securities is S$0.125 per share (30 June 2024: S$0.125 per share).

      The Company did not hold any treasury shares as at 30 June 2025 (30 June 2024: Nil).

      None of the subsidiaries held shares in the Company as at 30 June 2025 (30 June 2024: Nil).

      1. To show the total number of issued shares excluding treasury shares as at the end of the current financial period and as at the end of the immediately preceding year.

        The total number of issued shares as at 30 June 2025 was 2,557,040,024 (30 June 2024: 2,557,040,024).

      2. A statement showing all sales, transfers, cancellation and/or use of treasury shares as at the end of the current financial period reported on.

        Not applicable.

      3. A statement showing all sales, transfers, cancellation and/or use of subsidiary holdings as at the end of the current financial period reported on.

      Not applicable.

    20. Subsequent events

      There are no known subsequent events which have led to adjustments to this set of unaudited condensed interim consolidated financial statements.

  6. Other Information Required by Listing Rule Appendix 7.2
OTHER INFORMATION
  1. Review
    1. Whether the figures have been audited or reviewed, and in accordance with which auditing standard or practice.

      The condensed interim consolidated statements of financial position of the Group as at 30 June 2025 and the related condensed interim consolidated statements of profit or loss and other comprehensive income, condensed interim consolidated statements of changes in equity and condensed interim consolidated statements of cash flows for the six months period ended 30 June 2025 and certain explanatory notes have not been audited or reviewed.

    2. Where the figures have been audited or reviewed, the auditors' report (including any modifications or emphasis of a matter).

      Not applicable.

    3. Where the latest financial statements are subject to an adverse opinion, qualified opinion or disclaimer of opinion: -
      1. Updates on the efforts taken to resolve each outstanding audit issue; and
      2. Confirmation from the Board that the impact of all outstanding audit issues on the financial statements have been adequately disclosed. This is not required for any audit issue that is material uncertainty relating to going concern.

        Not applicable.

  2. A review of the performance of the group, to the extent necessary for a reasonable understanding of the group's business. It must include a discussion of the following: -
    1. any significant factors that affected the turnover, costs, and earnings of the group for the current financial period reported on, including (where applicable) seasonal or cyclical factors; and
    2. any material factors that affected the cash flow, working capital, assets or liabilities of the group during the current financial period reported on.

      Please refer to the unaudited condensed interim consolidated financial statements of the Group for the six months period ended 30 June 2025.

      Unaudited Condensed Interim Consolidated Statements of Profit or Loss and Other Comprehensive Income

      Due to the nature of the industry that the Group operates in, recognition of revenue from the sale of completed properties is driven by transfer of control over the properties to the buyer. Consequently, the interim financial results may not be a good indication of profitability trend.

      Revenue

      The Group

      6 months ended

      30 June 2025

      6 months ended

      30 June 2024

      Increase /

      (Decrease)

      RMB'000

      RMB'000

      %

      Sales of properties

      13,446

      7,181

      87.2%

      Rental income

      92,679

      96,224

      (3.7%)

      106,125

      103,405

      2.6%

      Revenue for the 6 months ended 30 June 2025 increased by 2.6% Y-o-Y, or RMB2.7 million to RMB106.1 million (1H2024: RMB103.4 million), due to increase in the sales of properties by RMB6.2 million, partially offset by decrease in rental income by RMB3.5 million.

      Revenue from the sales of properties increased by RMB6.2 million, to RMB13.4 million (1H2024: RMB7.2 million), mainly attributable to more property units being sold in 1H2025.

      Rental income decreased by RMB3.5 million to RMB92.7 million (1H2024: RMB96.2 million) mainly due to slightly lower occupancy rate for office units.

      Gross profit and gross profit margin

      The Group

      6 months ended

      30 June 2025

      6 months ended

      30 June 2024

      RMB'000

      %

      RMB'000

      %

      Sales of properties

      2,586

      19.2%

      1,396

      19.4%

      Rental income

      64,604

      69.7%

      70,683

      73.5%

      67,190

      63.3%

      72,079

      69.7%

      Gross profit of the Group for 1H2025 decreased by 6.8% Y-o-Y or RMB4.9 million, to RMB67.2 million (1H2024: RMB72.1 million) mainly due to the decrease in gross profit of rental income in tandem with the decrease in revenue.

      Overall gross profit margin for 1H2025 decreased by 6.4%, to 63.3% (1H2024: 69.7%), primarily due to decrease in rental income and higher proportion of revenue contributed by sales of properties which generates lower gross profit margin.

      Other income

      Other income for 1H2025 decreased by 39.2% Y-o-Y or RMB1.5 million, to RMB2.2 million (1H2024: RMB3.7 million), mainly due to lower interest income earned in 1H2025 with the decrease in bank deposits.

      Marketing expenses

      Marketing expenses for 1H2025 decreased by 15.3% Y-o-Y or RMB1.1 million, to RMB6.1 million (1H2024: RMB7.2 million), in tandem with the decrease in rental income.

      Administrative expenses

      For 1H2025, administrative expenses increased by 27.7% Y-o-Y or RMB10.4 million, to RMB48.0 million (1H2024: RMB37.6 million), mainly due to increase in expenses charged by local authorities derived on loans from related parties.

      Finance expenses

      Finance expenses for 1H2025 decreased by 13.5% Y-o-Y or RMB10.7 million, to RMB68.4 million (1H2024: RMB79.1 million), mainly due to the decrease in weighted effective interest rate.

      Other gains/(losses) - net

      Other gains for 1H2025 was RMB17.7 million while other losses for 1H2024 was RMB51.4 million. Other gains recognised in 1H2025 mainly related to foreign currency exchange gains from the translation of financial liabilities denominated in RMB and United States Dollar which weakened against the Company's functional currency in Singapore Dollar. While other losses recognised in 1H2024 mainly related to provision on legal cases and penalties and foreign currency exchange losses from the translation of financial liabilities denominated in RMB and United States Dollar which strengthened against the Company's functional currency.

      Income tax

      The increase in income tax expense was mainly due to derecognition of deferred tax assets in 1H2025 as a result of the expiry of unutilised tax losses.

      Net loss attributable to equity holders of the Company

      The Group

      6 months ended

      30 June 2025

      6 months ended

      30 June 2024

      Increase / (Decrease)

      RMB'000

      RMB'000

      %

      Net (loss)/profit attributable to:

      Equity holders of the Company

      (88,215)

      (99,696)

      (11.5%)

      Non-controlling interests

      216

      119

      81.5%

      (87,999)

      (99,577)

      (11.6%)

      The Group reported lower net loss attributable to the equity holders of the Company mainly due to decrease in other losses and finance expenses, partially offset by the increase in administrative expenses and income tax expense incurred in 1H2025 as compared with 1H2024.

      Unaudited Condensed Interim Consolidated Statements of Financial Position

      Total assets of the Group increased by 0.3% or RMB14.3 million, to RMB5,727.9 million (31 December 2024: RMB5,713.6 million), mainly due to (i) increase in cash and cash equivalents by RMB38.4 million; partially offset by (ii) decrease in development properties by RMB10.7 million due to sale of development properties; and (ii) decrease in trade and other receivables by RMB11.2 million.

      The Group's total liabilities increased by 4.2% or RMB166.1 million, to RMB4,133.4 million (31 December 2024: RMB3,967.3 million), mainly due to (i) net increase in borrowings of RMB73.5 million mainly attributable to net proceeds from borrowings; (ii) increase deferred income tax liabilities by RMB51.3 million as a result of the expiry of unutilised tax losses; and (iii) increase in other payable - related party by RMB39.4 million.

      The Group's total equity decreased by RMB151.9 million to RMB1,594.4 million (31 December 2024: RMB1,746.3 million), mainly due to increase in accumulated losses of RMB106.1 million and increase in currency translation deficit of RMB46.0 million.

      The Group had current liabilities of RMB2,118.7 million and current assets of RMB1,399.1 million as at 30 June 2025. The net current liabilities position is mainly due to loans from a related party amounting to RMB994.1 million and bank borrowings of RMB104.6 million which will mature within one year. However, the Group continues to generate positive cash flows from operating activities, and the Group is also in the process of extending the maturity term of the borrowings and seeking support from the controlling shareholder. In addition, the Group will be proactively reshuffling or disposing low yielding properties to reduce gearing and improve liquidity position.

      Unaudited Condensed Interim Consolidated Statements of Cash Flows

      In 1H2025, the increase in unrestricted cash and cash equivalent of RMB36.5 million was mainly due to:

      1. net cash inflow of RMB32.4 million from operating activities; and

      2. net cash inflow of RMB4.1 million from financing activities.

    Net cash inflow from operating activities of RMB32.4 million was mainly attributable to the cash generated from operations of RMB15.7 million, working capital changes of RMB15.6 million and interest received of RMB1.1 million.

    Net cash inflow from financing activities of RMB4.1 million was mainly due to proceeds from borrowings, partially offset by repayment of bank loan principal and interest.

  3. Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any variance between it and the actual results.

    No forecast or prospect statement was previously made to shareholders.

  4. A commentary at the date of the announcement of the significant trends and competitive conditions of the industry in which the group operates and any known factors or events that may affect the group in the next reporting period and the next 12 months.

    Outlook

    Generally linked to the country's economic growth, the real estate market forms an integral part of the domestic economy.

    China has reaffirmed its confidence in achieving this year's economic growth target at around 5% despite challenges, including an increase in trade barriers and a complex external environment. In the first half of 2025, China's Gross Domestic Product ("GDP") grew 5.3%, and on a quarterly basis, China's GDP grew 1.1% in April to June, easing from a 1.2% gain in the previous quarter. In March 2025, the Organization for Economic Cooperation and Development has also raised its forecast for China's economic growth to 4.8% for 2025 from its previous projection of 4.7% in December 2024.

    However, China's economic growth continues to exhibit disparities across sectors and regions. China's real estate sector, a traditional engine of growth and a significant contributor to the economy, continues to face headwinds. Property sales remained sluggish during the first half of 2025. To strengthen the ongoing stabilisation of the real estate sector, China's monetary authorities introduced new policies measures to boost the housing market in first half of 2025.

    Amid evolving macro-economic challenges and prolonged market uncertainties in recent years, the Group undertook a strategic review to recalibrate its business model for greater resilience and adaptability. This involved transitioning from an asset-heavy to an asset-light approach, with a focus on property management services, and offloading non-core property assets to streamline operations and improve capital efficiency, while exploring new growth opportunities beyond the real estate industry, in alignment with priorities set out in China's Five-Year Plans.

    The Group's core real estate activities are based in Chongqing, a key city driving the development of the Chengdu-Chongqing economic circle. This strategic initiative is fostering regional growth and positioning Chongqing as a hub for innovation in China's high-quality development. In 2024, Chongqing reached a significant milestone with a regional GDP of RMB3.22 trillion and, for the first time, a per capita GDP exceeding RMB100,000-making it the ninth province in China to cross this threshold. Looking ahead, Chongqing is targeting 6% GDP growth in 2025 and aims to reach RMB4 trillion in GDP by 2027, in conjunction with the 30th anniversary of its designation as a municipality.

    The Group's investment property portfolio comprises integrated office and retail management. As at 30 June 2025, the Group's investment properties had a total gross floor area of over 300,000 square metres ("sqm") which comprises four main segments of retail (approximately 66%), office (approximately 10%), car park and warehousing (approximately 24%).

    According to a recent report by Cushman & Wakefield on Chongqing's office and retail property market for the first half of 2025, no new supply was added to the city's retail sector. During the period, closures of major food and beverage brands in shopping malls increased, while fashion retailers emerged as the primary drivers of store expansion. The average retail rent declined slightly by 0.41% quarter-on-quarter.

    In the first half of 2025, there was no new supply in Chongqing's Grade A office market. Amid continued cost-cutting efforts by businesses, landlords offered more discounted units or reduced rental rates. Consequently, the average rent for Grade A office space declined by 1.45% quarter-on-quarter.

    For the retail rental segment, the Group continues to monitor the emerging retail trends and seeks to work with tenants to explore innovative retail concepts and experiences. This ensures that the Group's retail properties remain relevant and captivating in the face of a growing and competitive retail market.

    On the office rental segment, the Group continues to focus on retaining existing quality tenants and attracting new tenants by integrating new innovations, creating conducive spaces and more agile workspaces.

    Adhering to the Group's core values, the management team is committed to the strategy of developing a cross-border property investment and asset management platform, focusing on strengthening our core operating activities and enhancing the quality of our business development initiatives.

  5. Dividend
    1. Whether an interim (final) ordinary dividend has been declared (recommended); and

      No dividend was declared or recommended.

    2. (i) Amount per share

      Not applicable.

      (ii) Previous corresponding period

      No interim dividend was declared or recommended in the previous corresponding period.

    3. Whether the dividend is before tax, net of tax or tax exempt. If before tax or net of tax, state the tax rate and the country where the dividend is derived. (If the dividend is not taxable in the hands of shareholders, this must be stated).

      Not applicable.

    4. The date the dividend is payable.

      Not applicable.

    5. The date on which Registrable Transfer received by the company (up to 5.00 pm) will be registered before entitlements to the dividend are determined.

      Not applicable.

  6. If no dividend has been declared/recommended, a statement to that effect and the reason(s) for the decision.

    No dividend has been declared or recommended for the current financial period as it is loss making and needs to preserve funds for operating expenses.

  7. If the Group has obtained a general mandate from shareholders for IPTs, the aggregate value of such transactions as required under Rule 920(1)(a)(ii). If no IPT mandate has been obtained, a statement to that effect

    The Group has not obtained a general mandate from shareholders for interested person transactions.

  8. Negative assurance confirmation on interim financial results under SGX Listing Rule 705(5) of the Listing Manual

    The Directors confirm that, to the best of their knowledge, nothing has come to the attention of the Board of Directors of the Company which may render the unaudited financial results of the Company for the six-month period ended 30 June 2025 to be false or misleading in any material aspect.

  9. Confirmation that the issuer has procured undertakings from all its directors and executive officers (in the format set out in Appendix 7.7) under SGX Listing Rule 720(1) of the Listing Manual.

The Group has procured undertakings from all its directors and executive officers in the format as set out in Appendix

7.7 under Rule 720(1) of the Listing Manual of the SGX-ST.

BY ORDER OF THE BOARD Ren Chao

Executive Director and Acting Chief Executive Officer 14 August 2025

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