Earnings release
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1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. Gemdale Properties and Investment Corporation Limited 金地商置集團有限公司* (Incorporated in Bermuda with limited liability) (Stock Code: 535) ANNOUNCEMENT OF UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2026 FINANCIAL HIGHLIGHTS Six months ended 30 June 2026 2025 Change RMB’000 RMB’000 % (Unaudited) (Unaudited) Revenue 1,121,955 6,467,765 － 83 Gross profit 399,343 931,231 － 57 Other income and gains 215,459 195,699 ＋ 10 Share of results of joint ventures and associates (548,179) (128,188) ＋328 Loss after tax (1,258,386) (867,090) ＋ 45 Loss attributable to owners of the Company (1,116,328) (1,008,189) ＋ 11 Loss per share attributable to owners of the Company: - Basic (RMB) (0.0672) (0.0607) ＋ 11 30 June 2026 31 December 2025 Change RMB’000 RMB’000 % (Unaudited) (Audited) Cash and bank balances (including restricted cash) 1,813,650 2,247,508 － 19 Total assets 62,520,174 62,687,180 － 0 Net assets 16,277,209 17,708,789 － 8 2026 INTERIM RESULTS (UNAUDITED) The board of directors (the “Directors”) of Gemdale Properties and Investment Corporation Limited (the “Company”) announces the unaudited interim condensed consolidated results of the Company and its subsidiaries (the “Group”) for the six months ended 30 June 2026 together with the rel evant comparative figures. * For identification purpose only
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2 Condensed Consolidated Statement of Profit or Loss For the six months ended 30 June 2026 Six months ended 30 June 2026 2025 RMB'000 RMB'000 Notes (Unaudited) (Unaudited) Revenue 3 1,121,955 6,467,765 Cost (722,612) (5,536,534) Gross profit 399,343 931,231 Direct operating expenses (487,749) (608,481) Other income and gains 3 215,459 195,699 Changes in fair values of financial assets 141,502 (23,746) at fair value through profit or loss Administrative expenses (37,216) (37,144) Other losses (34,537) (29,161) Impairment losses of receivables 5 (357,787) (773,938) Finance costs 4 (439,061) (493,843) Share of profits and losses of: Joint ventures (419,802) (149,847) Associates (128,377) 21,659 Loss before tax 6 (1,148,225) (967,571) Tax 7 (110,161) 100,481 Loss for the period (1,258,386) (867,090) Attributable to: Owners of the Company (1,116,328) (1,008,189) Non-controlling interests (142,058) 141,099 (1,258,386) (867,090) Loss per share attributable to owners of the Company: - Basic and diluted (RMB) 8 (0.0672) (0.0607)
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3 Condensed Consolidated Statement of Comprehensive Income For the six months ended 30 June 2026 Six months ended 30 June 2026 2025 RMB'000 RMB'000 (Unaudited) (Unaudited) Loss for the period (1,258,386) (867,090) Other comprehensive income/(loss) - Other comprehensive income/(loss) that may be reclassified to profit or loss in subsequent periods: Exchange fluctuation reserves: Exchange differences on translation of foreign operations 631,367 219,215 Share of exchange differences on translation of foreign operations of joint ventures and associates (60,093) (6,126) Release upon liquidation of subsidiaries (4,030) - Net other comprehensive income to be reclassified to profit or loss in subsequent periods 567,244 213,089 - Other comprehensive loss not to be reclassified to profit or loss in subsequent periods: Exchange fluctuation reserves: Exchange differences on translation of financial statements (221,648) (90,148) Other comprehensive income for the period, net of tax 345,596 122,941 Total comprehensive loss for the period (912,790) (744,149) Attributable to: Owners of the Company (773,212) (885,989) Non-controlling interests (139,578) 141,840 (912,790) (744,149)
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4 Condensed Consolidated Statement of Financial Position 30 June 2026 30 June 31 December 2026 2025 RMB'000 RMB'000 Note (Unaudited) (Audited) NON-CURRENT ASSETS Property, plant and equipment 72,640 88,214 Investment properties 18,861,404 19,220,576 Right-of-use assets 10,883 12,121 Prepayments, deposits and other receivables 18,498 20,668 Investments in joint ventures 10,540,742 11,275,090 Investments in associates 5,453,490 5,393,785 Financial assets at fair value 631,347 512,395 Deferred tax assets 1,577,951 1,590,946 Total non-current assets 37,166,955 38,113,795 CURRENT ASSETS Properties held for sale 8,029,492 7,709,423 Properties under development 3,273,323 3,698,230 Trade receivables 9 76,933 65,485 Prepayments, deposits and other receivables 3,253,249 3,754,538 Amounts due from group companies 36,962 37,718 Amounts due from joint ventures and associates 4,950,858 3,405,276 Amounts due from non-controlling shareholders 2,282,965 2,041,400 Amount due from a related company 1,169,519 1,170,789 Prepaid tax 466,268 443,018 Restricted cash 792,356 1,037,789 Bank deposits, bank and cash balances 1,021,294 1,209,719 Total current assets 25,353,219 24,573,385
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5 Condensed Consolidated Statement of Financial Position (continued) 30 June 2026 30 June 31 December 2026 2025 RMB'000 RMB'000 Note (Unaudited) (Audited) CURRENT LIABILITIES Trade payables 10 3,610,219 3,647,094 Advanced receipts, accruals and other payables 3,487,707 3,561,250 Interest-bearing bank borrowings 1,359,954 1,379,602 Lease liabilities 95,653 93,623 Amounts due to group companies 3,945,049 2,869,463 Amounts due to joint ventures and associates 7,201,434 7,008,204 Amounts due to non-controlling shareholders 1,790,803 1,574,086 Tax payable 1,643,778 1,777,999 Total current liabilities 23,134,597 21,911,321 NET CURRENT ASSETS 2,218,622 2,662,064 TOTAL ASSETS LESS CURRENT LIABILITIES 39,385,577 40,775,859 NON-CURRENT LIABILITIES Interest-bearing bank borrowings 8,848,078 9,600,362 Lease liabilities 451,536 504,573 Amounts due to group companies 11,394,618 10,539,230 Deferred tax liabilities 2,414,136 2,422,905 Total non-current liabilities 23,108,368 23,067,070 NET ASSETS 16,277,209 17,708,789 EQUITY Equity attributable to owners of the Company Issued capital 1,505,164 1,505,164 Reserves 12,139,220 12,905,225 13,644,384 14,410,389 Non-controlling interests 2,632,825 3,298,400 TOTAL EQUITY 16,277,209 17,708,789
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6 Notes: 1. BASIS OF PREPARATION AND ACCOUNTING POLICIES Basis of preparation The unaudited interim condensed consolidated financial information for the six months ende d 30 June 2026 has been prepared in accordance with HKAS 34 Interim Financial Reporting. The unaudited interim condensed consolidated financial information does not include all information and disclosures required in the annual consolidated financial stat ements, and should be read in conjunction with the Group’s annual consolidated financial statements for the year ended 31 December 2025. Change in accounting policies The accounting policies adopted in the preparation of the unaudited interim condensed consolidated financial information are consistent with those in the annual financial statements for the year ended 31 December 2025, except for the adoption of the following amended HKFRS Accounting Standard for the first time for the current period’s financial information. Amendments to HKFRS 9 and HKFRS 7 Lack of Exchangeability Amendments to HKFRS 9 and HKFRS 7 Contracts Referencing Nature-dependent Electricity Annual Improvements to HKFRS Amendments to HKFRS 1, HKFRS 7, HKFRS 9, Accounting Standards - Volume 11 HKFRS 10 and HKAS 71 None of the amended HKFRS Accounting Standards have had a material effect on the Group’s unaudited interim condensed consolidated financial statements . The Group has not applied any new/amended HKFRS Accounting Standards that are not yet effective for the current accounting period.
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7 2. OPERATING SEGMENT INFORMATION For management purposes, the Group is organised into business units based on their products and services and has three reportable operating segments as follows: (a) the property development segment – development and sale of residential and commercial properties; (b) the property investment and management segment – investment and management of business parks and commercial properties; (c) the corporate and others segment – the Group’s corporate management services and others. Management monitors the results of the Group’s operating segments separately for the purpose of making decisions about resources allocation and performance assessment. Segment performance is evaluated based on reportable segment profit/loss, which is a measure of adjusted profit/loss before tax. The adjusted profit/loss before tax is measured consistently with the Group’s profit before tax except that bank interest income, non-lease-related finance costs, changes in fair value of financial assets at fair value and other income/(loss) from financial assets at fair value are excluded from such measurement. Segment assets exclude deferred tax assets, certain deposits, bank and cash balances, prepaid tax and financial assets at fair value as these assets are managed on a group basis. Segment liabilities exclude certain interest-bearing bank borrowings, tax payable, deferred tax liabilities, and amounts due to group companies and non-controlling shareholders as these liabilities are managed on a group basis. During the current and prior period, there were no intersegment transactions. Segment information is presented on the Group’s primary segment reporting basis, by business segment. No geographical segment information is presented as over 90% (202 5: over 90%) of the Group’s revenue is derived from customers based in Chinese Mainland, and over 90% (202 5: over 90%) of the Group’s assets are located in Chinese Mainland. During the current and prior period, no revenue from transactions with a single external customer amounted to 10% or more of the Group’s total revenue.
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8 An analysis of the Group’s revenue, results, assets and liabilities by reportable segments for the period under review is as follows: Property investment Property and Corporate development management and others Total RMB’000 RMB’000 RMB’000 RMB’000 For the six months ended 30 June 2026 (Unaudited) Segment revenue 570,896 551,059 - 1,121,955 Segment results (1,114,199) 354,819 (103,871) (863,251) Reconciliation Bank interest income 3,477 Finance costs (other than interest on (424,990) lease liabilities) Changes in fair values of financial assets 141,502 at fair value Other loss from financial assets at fair value (4,963) Loss before tax (1,148,225) Other segment information: Share of profits and losses of joint ventures 484,207 (64,405) - 419,802 Share of profits and losses of associates 128,377 - - 128,377 Changes in fair values of investment properties - 62,589 - 62,589 – right-of-use assets Depreciation of property, plant and equipment 1,430 9,011 379 10,820 Depreciation of right-of-use assets 280 432 420 1,132 Impairment of receivables, net 242,572 58,593 56,622 357,787 Capital expenditure* 141 81,306 6 81,453 As at 30 June 2026 (Unaudited) Segment assets 32,217,199 26,259,739 1,361,036 59,837,974 Reconciliation Other unallocated assets 2,682,200 Total assets 62,520,174 Segment liabilities 24,671,053 11,548,993 15,744 36,235,790 Reconciliation Other unallocated liabilities 10,007,175 Total liabilities 46,242,965 Other segment information: Investments in joint ventures 7,581,561 2,959,181 - 10,540,742 Investments in associates 5,225,851 227,639 - 1122 5,453,490
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9 Property investment Property and Corporate development management and others Total RMB’000 RMB’000 RMB’000 RMB’000 For the six months ended 30 June 2025 (Unaudited) Segment revenue 5,837,347 630,418 - 6,467,765 Segment results (686,212) 253,299 (60,075) (492,988) Reconciliation Bank interest income 8,350 Finance costs (other than interest on (477,610) lease liabilities) Changes in fair values of financial assets (23,746) at fair value Other income from financial assets at fair value 18,423 Loss before tax (967,571) Other segment information: Share of profits and losses of joint ventures 153,582 (3,735) - 149,847 Share of profits and losses of associates (21,652) (7) - (21,659) Changes in fair values of investment properties - 101,947 - 101,947 – right-of-use assets Depreciation of property, plant and equipment 1,706 13,879 527 16,112 Depreciation of right-of-use assets - 470 73 543 Impairment of receivables, net 732,769 10,194 30,975 773,938 Capital expenditure* 153 199,528 353 200,034 As at 31 December 2025 (Audited) Segment assets 32,792,763 25,905,683 1,432,093 60,130,539 Reconciliation Other unallocated assets 2,556,641 Total assets 62,687,180 Segment liabilities 24,730,964 11,247,810 42,818 36,021,592 Reconciliation Other unallocated liabilities 8,956,799 Total liabilities 44,978,391 Other segment information: Investments in joint ventures 8,186,240 3,088,850 - 11,275,090 Investments in associates 5,345,146 48,639 - 1122 5,393,785 * Capital expenditure consists of additions to property, plant and equipment, investment properties and right-of-use assets.
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10 3. REVENUE, OTHER INCOME AND GAINS An analysis of revenue, other income and gains recognised during the period is as follows: Six months ended 30 June 2026 2025 RMB'000 RMB'000 (Unaudited) (Unaudited) Revenue from contracts with customers Sales of properties 569,991 5,590,773 Fitting-out works income 905 246,574 Property management fee income from: - fellow subsidiaries 1,615 1,267 - third parties 146,190 141,169 Entrusted management fee income from a fellow subsidiary 12,453 12,453 Revenue from other sources Gross rental income from: - fellow subsidiaries 6,993 8,590 - third parties 383,808 466,939 1,121,955 6,467,765 Other income and gains Bank interest income 3,477 8,350 Interest income on loans receivable 422 11,680 Interest income from related parties - 1,957 Interest income from financial assets at fair value 7,589 5,394 Interest income from third parties 7,331 3,434 Net gain on disposal of financial assets at fair value - 13,029 Consulting services income from: - joint ventures and associates 68,396 70,717 - third parties 65,254 48,845 Government subsidies 449 5,627 Gain on lease termination 3,265 - Gain on disposal of a subsidiary (Note 11) 19,198 - Release of exchange fluctuation reserves on deregistration of subsidiaries 4,030 - Others 36,048 26,666 215,459 195,699
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11 4. FINANCE COSTS An analysis of finance costs is as follows: Six months ended 30 June 2026 2025 RMB'000 RMB'000 (Unaudited) (Unaudited) Interest on bank borrowings 196,177 241,263 Interest on loans from related parties 292,751 394,208 Interest on other borrowings 566 265 489,494 635,736 Interest on lease liabilities 14,071 16,233 Other finance costs 522 440 Total finance costs incurred 504,087 652,409 Less: Interest capitalised in - investment properties (18,590) (16,891) - properties under development (46,436) (141,675) 439,061 493,843 5. IMPAIRMENT LOSSES OF RECEIV ABLES During the period, the Group made impairment losses of receivables as follows: Six months ended 30 June 2026 2025 RMB'000 RMB'000 (Unaudited) (Unaudited) Loans and others receivables, net 106,315 40,718 Amounts due from joint ventures and associates (Note) 251,472 733,220 357,787 773,938 Note: Amounts mainly represented loss provision for receivables from joint ventures and associates where large impairment losses made for the inventory of properties held by those joint ventures and associates.
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12 6. LOSS BEFORE TAX The Group’s loss before tax is arrived at after charging/(crediting): Six months ended 30 June 2026 2025 RMB'000 RMB'000 (Unaudited) (Unaudited) Cost of properties sold 557,422 5,189,186 Depreciation of property, plant and equipment 10,963 16,204 Less: Amounts capitalised in property development projects (143) (92) 10,820 16,112 Outgoings (including repairs and maintenance) 53,888 55,454 arising on rental-earning investment properties Changes in fair values of investment properties - right-of-use assets 62,589 101,947 Impairment of receivables, net (Note 5) 357,787 773,938 Gain on disposal of a subsidiary (Note 11) (19,198) - Net loss on disposal of joint ventures and associates* 21,985 29,161 Changes in fair values of financial assets at fair value (141,502) 23,746 Lease payment not included in the measurement of lease liabilities 1,592 2,951 Net loss/(gain) on disposal of financial assets at fair value** 12,552 (13,029) Gain on lease termination (3,265) - Depreciation of right-of-use assets 52,204 55,876 Less: Amounts capitalised in property development projects (51,072) (55,333) 1,132 543 Employees benefits expenses (including directors’ emoluments): Wages and salaries 161,180 259,540 Pension schemes contributions 26,353 30,568 Total employees benefits expenses 187,533 290,108 Auditor’s remuneration 2,082 2,226 Release of exchange fluctuation reserves on deregistration of subsidiaries (4,030) - Foreign exchange loss, net 95,599 94,594 * Amounts are included in “Other loss es” in the condensed consolidated statement of profit or loss for the six months ended 30 June 2026 ** Amounts are included in “Other loss es” in the conden sed consolidated statement of profit or loss for the six months ended 30 June 202 6 (2025: included in “other income and gain s” in the condensed consolidated statement of profit or loss)
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13 7. TAX No provision for Hong Kong profits tax has been made as the Group had no assessable profits arising in Hong Kong during the period (2025: Nil). Taxation on Mainland China profits was calculated on the estimated assessable profits for the period at the rates of tax prevailing in the jurisdiction in which the Group operates. The provision f or land appreciation tax (“ LA T”) has been estimated according to the requirements set forth in the relevant PRC laws and regulations. LA T has been provided at ranges of progressive rates of the appreciation value, with certain allowable deductions. The amount of tax charged /(credited) to the interim condensed consolidated statement of profit or loss represented: Six months ended 30 June 2026 2025 RMB'000 RMB'000 (Unaudited) (Unaudited) Income tax in Hong Kong - - Corporate income tax in Mainland China - Charge for the period 21,308 190,639 - Under provision in prior periods 14,180 6,798 LAT in Mainland China 61,510 15,351 Deferred 13,163 (313,269) Total 110,161 (100,481) 8. LOSS PER SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANY (a) Basic loss per share The calculation of the basic loss per share is based on the loss for the period attributable to owners of the Company and the weighted average number of ordinary shares of 16,613,686 ,827 (2025: 16,613,686,827) in issue during the period. (b) Diluted loss per share No adjustment has been made to the basic loss per share presented for the six months ended 30 June 2026 (2025: No) as the Company had no potentially dilutive ordinary shares i n issue during the six months ended 30 June 2026 and 2025. The calculation of basic loss per share is based on: Six months ended 30 June 2026 2025 RMB'000 RMB'000 (Unaudited) (Unaudited) Loss Loss attributable to owners of the Company (1,116,328) (1,008,189) No. of shares Six months ended 30 June 2026 2025 (Unaudited) (Unaudited) Shares Weighted average number of ordinary shares in issue during the period 16,613,686,827 16,613,686,827
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14 9. TRADE RECEIV ABLES 30 June 31 December 2026 2025 RMB'000 RMB'000 (Unaudited) (Audited) Trade receivables 76,933 65,485 Trade receivables represent rental and property management fee receivables. Rental and property management fee receivables are billed in advance and are payable by tenants/residents upon receipts of billings within an average credit term of one month. Under normal circumstances, the Group does not grant credit terms to its customers. The Group seeks to maintain strict control over its outstanding receivables and to minimise credit risk. Overdue balances are regularly reviewed by management. In view of the aforementioned and the fact that the Group’s trade receivables relate to a large number of diversified customers, there is no significant concentration of credit risk. The Group does not hold any collateral or other credit enhancements over its trade receivable balances. Trade receivables are non-interest-bearing and unsecured. An ag ing analysis of the trade receivables as at th e reporting d ate, based on the invoice date, is as follows: 30 June 31 December 2026 2025 RMB'000 RMB'000 (Unaudited) (Audited) Within 1 month 50,488 22,674 1 to 3 months 6,902 5,195 Over 3 months 19,543 37,616 76,933 65,485 10. TRADE PAYABLES An aging analysis of the trade payables as at the reporting date, based on the invoice date, is as follows: 30 June 31 December 2026 2025 RMB'000 RMB'000 (Unaudited) (Audited) Within 1 month 2,271,940 2,233,617 1 to 3 months 257,406 250,823 Over 3 months 1,080,873 1,162,654 3,610,219 3,647,094 Trade payables are non-interest-bearing and are normally settled within an average term of one month.
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15 11. DISPOSAL OF A SUBSIDIARY During the period, the Group entered into an agreement with an independent third party. Pursuant to the agreement, the Group disposed of 100% equity interest in a subsidiary of the Company, 深圳市威陸科 技有限公司(Shenzhen Weilu Technology Co., Ltd.*) ("Weilu") to the independent third party, at a consideration of RMB135,748,000. Weilu is engaged in property investment in Mainland China. * For identification purpose only Details of the net assets disposed of are as follows: 2026 Weilu RMB’000 Investment properties 362,500 Property, plant and equipment 5,647 Trade receivables 1,941 Prepayments, deposits and other receivables 63 Bank balances 20,480 Trade payables (71) Advanced receipts, accruals and other payables (11,015) Interest-bearing bank borrowings (186,000) Amount due to group companies (54,736) Deferred tax liabilities (22,259) Net assets 116,550 Loss on disposal 19,198 Total consideration 135,748 Satisfied by: Cash 135,748 An analysis of the net inflow of cash and cash equivalents in respect of the disposal of subsidiary is as follows: 2026 Weilu RMB’000 Total cash consideration 135,748 Less: Consideration receivables (9,788) Bank balances disposed of (20,480) Net inflow of cash and cash equivalents in respect of the disposal of subsidiary 105,480
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16 INTERIM DIVIDEND The Directors do not recommend the payment of an interim dividend for the six months ended 30 June 2026 (2025: Nil). FINANCIAL REVIEW The accounting policies adopted in the preparation of the financial statements for the six months ended 30 June 2026 are consistent with those used in the las t financial year ended 31 December 2025, except that the Group has applied, for the first time, the revised Hong Kong Financial Reporting Standards (“HKFRS”, which include all HKFRSs, Hong Kong Accounting Standards and Interpretations) issued by the Hong Kong Institute of Certified Public Accountants which are effective for the Group’s financial years beginning on or after 1 January 2026. RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2026 The revenue of the Group decreased from RMB6,467.8 million for the corre sponding six months ended 30 June 2025 to RMB1,122.0 million for the six months ended 30 June 2026, decreased by RMB5,345.8 million. Due to prolonged property slump in the Mainlan d China and insufficient property purchasing power, sales revenue from property delivery for the current period has a significant drop. Other income and gains increased from RMB195.7 million for the corresponding six months ended 30 June 2025 to RMB215.5 million for the current period. The increase was mainly due to a gain on disp osal of a subsidiary of RMB19.2 million included in the current period. The Group's direct operating expenses for the six months ended 30 June 2026 decreased to RMB487.7 million from RMB608.5 million for the corresponding period ended 30 June 2025. The d ecrease in direct operating expenses was mainly due to reduction in staff cost by cutting down the manpower and salaries, and decrease in selling and marketing expenses The finance cost went down from RMB493.8 million for the corresponding period ended 30 June 2025 to RMB439.1 million for the current period. Due to reduction in loan interest rates, the interest expenses on borrowings for the current period decreased by RMB52.7 million (net of capitalised interest). Impairment losses of receivables for the current period was RMB357.8 million, of which RMB251.5 million was made for the receivables from joint ventures where large impairment made for the inventory of properties held by those joint ventures. For the corresponding period ended 30 June 2025, RMB773.9 million of impairment losses of receivables was reported, of which RMB733.2 million was made for the receivables from joint ventures and associates where their inventory of properties was impaired. Other losses for the six months ended 30 June 202 6 recorded RMB34.5 million which represented a loss of RMB22.0 million on disposal of certain joint ventures and associates of the Group and a loss of RMB12.5 million on disposal of financial assets at fair value. For the corresponding period ended 30 June 20 25, other loss represented a net loss on disposal of certain joint ventures and associates of the Group. Share of results of joint ventures and associates of the Group reported an aggregate loss of RMB548.2 million for the six months ended 30 June 2026, a gainst an aggregate loss of RMB128.2 million for the corresponding period ended 30 June 2025. The loss reported for the current period was mainly due to impairment losses made for certain inventory of properties held by joint ventures and associates. Overall, the loss attributable to owners of the Company for the six months ended 30 June 2026 was RMB1,116.3 million, against loss of RMB1,008.2 million for the corresponding period ended 30 June 2025, an increase in loss of RMB108.1 million. For the six mont hs ended 30 June 2026, the Group recorded basic loss per share of RMB0.0672, against basic loss per share of RMB0.0607 for the corresponding period ended 30 June 2025.
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17 BUSINESS SEGMENTS Property development Due to prolonged property slump in the Mainl and China and insufficient property purchasing power, sales revenue from property delivery for the current period has a significant drop . The revenue of property development segment for the six months ended 30 June 2026 was RMB570.9 million, representing 5 1% of the total revenue, compared to RMB5,837.3 million, representing 90% of the total revenue for the corresponding period ended 30 June 2025. The segment results for the current period recorded a loss of RMB1,114.2 million, against a loss of RMB686.2 mil lion for the corresponding period of last year, an increase in segment loss of RMB428.0 million. The increased segment loss was mainly due to the decline in gross profit margin and the decrease in gross profit resulting from significant reduction in sales of properties. Property investment and management The revenue recognised by the property investment and management segment for the six months ended 30 June 2026 was RMB551.1 million, representing 49% of the total revenue, compared to RMB630.4 million, representing 10% of the total revenue for the six months ended 30 June 2025, decreased by RMB79.3 million or 13%. The decrease in segment revenue was mainly due to certain subsidiaries which engaged in property investment business disposed by the Group during the second half of 2025 and the first half of 2026, as well as the early termination of certain property lease contracts under the sub -leasing business. The segment results for the current period reported a profit of RMB354.8 million, against RMB253.3 m illion for the six months ended 30 June 2025, increased by RMB101.5 million. The increase in segment profit was mainly due to increase in share of profit of joint ventures of RMB60. 7 million and reduction in fair value loss of investment properties - right-of-use assets of RMB39.4 million. SHAREHOLDERS' EQUITY The Group's total shareholders' equity decreased from RMB1 4,410.4 million as at 31 December 2025 to RMB13,644.4 million as at 30 June 2026, decreased by RMB 766.0 million. The decrease was mainly due to loss attributable to owners of the Company of RMB1,116.3 million reported for the six months ended 30 June 2026. FINANCIAL RESOURCES, LIQUIDITY AND CAPITAL STRUCTURE Liquidity and capital resources The Group’s cash and bank balances decreased by RMB 188.4 million or 16% to RMB1,021.3 million as at 30 June 2026 from RMB1,209.7 million as at 31 December 2025. The decrease was mainly due to payments of property development cost, PRC taxes and repayment of bank borrowings. Borrowings During the period u nder review, the Group arranged several new bank borrowings totalling RMB235.4 million of which RMB186.5 million were secured bank borrowings. The loan proceeds were mainly utilised in repayment of the existing bank borrowings. As at 30 June 2026, total ba nk borrowings of the Group amounted to RMB10,208.0 million with interest rates ranging from 2.65% to 4.80% per annum. The total borrowings increased by RMB116.4 million to RMB21,635.6 million as at 30 June 2026 from RMB21,519.2 million as at 31 December 2 025. The Group’s gearing ratio (defined as total borrowings over total equity, including non-controlling interests) increased by 133% as at 30 June 2026, from 122% as at 31 December 2025. The increase in the gearing ratio was due to the decline in equity c aused by large loss incurred in the current period.
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18 The maturity profiles of the Group’s outstanding borrowings as at 30 June 2026 and 31 December 2025 are summarised as below: 30 June 2026 31 December 2025 RMB’000 RMB’000 (Unaudited) (Audited) Within the first year or on demand 1,392,892 1,379,602 In the second year 1,565,298 1,297,111 In the third to fifth years, inclusive 12,743,427 13,160,094 Over five years 5,933,970 5,682,387 Total 21,635,587 21,519,194 FINANCIAL MANAGEMENT Foreign exchange risk As at 30 June 2026, borrowings were denominated in United States dollar (“US$”), Renminbi (“RMB”) and Hong Kong dollars (“HK$”). As most of the operating income of the Group’s business is denominated in RMB, the Group is exposed to foreign currency risk. Moderate fluctuation of exchange rate of RMB against US$ and HK$ was expected, the foreign exchange risk exposure was considered acceptable. The Group will review and monitor its currency exposure from time to time and when appropriate to hedge its currency risk. The currency denominations of the Group’s outstanding borrowings as at 30 June 2026 and 31 December 2025 are summarised below: 30 June 31 December 2026 2025 RMB’000 RMB’000 (Unaudited) (Audited) HK$ 6,203,176 6,915,861 RMB 14,731,229 13,879,718 US$ 701,182 723,615 Total 21,635,587 21,519,194 Interest rate risk As at 30 June 2026, 96% (31 December 2025: 96%) of borrowings of the Group were on floating interest rates, where 70% (31 December 2025: 65%) of floating rate borrowings were denominated in RMB. While low fluctuation of RMB interest rate was expected, the interest rate risk exposure was considered acceptable and no hedging was considered necessary. The Group wi ll continue to monitor the suitability and cost efficiency of hedging instrument (including interest rates swaps) and consider a mix of fixed and floating rate borrowings in order to manage its interest rate risk.
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19 PLEDGE OF ASSETS The Group had pledged the following assets to secure bank borrowings granted to the Group as at 30 June 2026 and 31 December 2025: 30 June 31 December 2026 2025 RMB’000 RMB’000 (Unaudited) (Audited) Investment properties 14,975,915 15,285,969 Properties under development 448,700 1,005,429 Properties held for sale 1,192,500 1,192,500 Restricted cash 82,058 102,122 Total 16,699,173 17,586,020 CONTINGENT LIABILITIES (a) As at 30 June 2026, the Group provided guarantees to certain banks i n respect of mortgage granted by banks relating to the mortgage loans arranged for purchasers of the Group’s properties. Pursuant to the terms of the guarantees, upon default in mortgage payments by these purchasers, the Group is responsible for repaying t he outstanding mortgage principals together with the accrued interest and penalty owed by the defaulting purchasers to the banks and the Group is entitled but not limited to take over the legal titles and possession of the related properties. The Group’s g uarantee period starts from the dates of grant of the relevant mortgage loans and ends upon issuance of real estate ownership certificates. As at 30 June 2026, the Group’s outstanding guarantees amounted to RMB 2,059,166,000 (31 December 2025: RMB2,326,527,000). The Directors consider that the fair value of the guarantees is not significant and in case of defaulting payments, the net realisable value of the related properties will be sufficient to cover the outstanding mortgage principals, the accrued int erest and penalty. Therefore, no provision has been made in the financial statements for the six months ended 30 June 2026 (2025: Nil) for these guarantees. (b) As at 30 June 2026, the Group provided an aggregate maximum credit enhancement (including guarantees) of RMB2,108,071,000 (31 December 2025: RMB2,174,265,000) to financial institutions for facilities granted to joint ventures of the Group. As at 30 June 2026, the facilities with such credit enhancement were utilised to the extent of approximately R MB2,041,880,000 (31 December 2025: RMB2,114,921,000). The Directors consider that the fair value of the credit enhancement is not significant and in case of defaulting payments, the net realisable value of pledged properties provided by those joint ventu res of the Group will be sufficient to cover the outstanding mortgage principals, the accrued interest and penalty. Therefore, no provision has been made in the financial statements for the six months ended 30 June 2026 (2025: Nil) for the credit enhancement.
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20 REVIEW OF OPERATIONS Land Bank Our management believes that a quality land bank is the key for a property developer to succeed in a competitive property market in the PRC. Our core competitive edge includes good timing for land acquisition at competitive pricing as well as professional projects management. As at 30 June 2026, the Group’s land bank (including those under associates and joint ventures) in the PRC totaled 10.42 million square meters, representing a decrease of approximately 3.8% in GFA as compared to end of December 2025. Property investment and management The Group is committed to acquiring and operating sustainably of investment properties in prime locations of economically developed cities. Currently, the Group’s investment properties are mainly included commercial/office projects, business parks and rental housing. As at 30 June 2026, the Group held investment properties in operation (excluding sub -leasing properties) in the M ainland China with a total GFA of approximately 2.86 9 million square meters, representing a year-on-year decrease of 0.4%, primarily due to the disposal of the Gemdale Weixin Shenzhen Longgang Smart Manufacturing Park. Total rental and related service revenue generated from these properties was approximately RMB950 million during the period under review, representing a year -on-year increase of 1.4%. The Group held commercial and office projects in operation with a total GFA of approximately 1.08 million square meters, generating total revenue from rental an d related services of approximately RMB613 million during the period, representing a year -on-year decrease of 1.2%. The occupancy rate for Phases 1 and 2 of Vision Shenzhen Business Park was approximately 96% in the first half of the year, whilst that for Phase 3 was approximately 91%. Tenants at Phases 1, 2 and 3 of Vision Shenzhen Business Park include major companies such as Intel, NVIDIA, Tencent, Flextronics, Huawei, Xiaohongshu and Jinjiang International. With its outstanding operational capabilities, the Group was awarded CVU China Awards – Grand Award in Operations presented by the Council on Vertical Urbanism (CVU), as well as the “Outstanding Partner Award” presented by the International WELL Building Institute. Meanwhile, the Group held operating business parks with a total GFA of approximately 1.65 million square meters, generating total revenue from rental and related services of approximately RMB286 million during the period, representing a year-on-year decrease of 2%. The occupancy rate for business park projects in their stable operational stage was approximately 92%. Gemdale Weixin Business Park has been recognised as “Top 3 Industrial Park & City Developers in China by Comprehensive Strength” by CRIC for five consecutive years. Furthermore, with its outstanding light -asset service capabilities, it has been recognised for the fourth time by CRIC as one of the “Top 3 Light Asset Service Capability of National Industrial Parks”. Our affordable apartment rental business, “Gemdale Strongberry Com munity”, aims to provide high -quality and affordable rental apartments for youths. As at 30 June 2026, the rental housing business operated approximately 11,000 units, with an occupancy rate of the affordable housing projects in their stable operation stag e was approximately 94%. Gemdale Strongberry Community has retained its position in CRIC’s “Top 10 Outstanding Brands of China Housing Rental Enterprises” for consecutive years. The Shanghai Baoshan Nanda’s rental housing project has delivered an outstanding overall rental performance. It has become one of the key drivers of revenue growth for the Group’s investment properties, setting a benchmark for heavy-asset investment in the rental housing sector and promoting long -term development of the rental housing business. The Group’s investment properties, both planned and under construction, will also be brought into operation in due course and will continue to generate stable rental income and cashflow for the Group.
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21 PROSPECTS In the first half of 2026, t he Chinese government implemented proactive supply -side and demand -side policies to reduce risks in the real estate sector, reduce existing inventory, and establish a "new real estate development model". To boost sluggish homebuyer confidence and shorten t he market adjustment period, local governments implemented city -specific relief measures with greater flexibility, such as targeted home purchase subsidies and tax breaks to alleviate transaction costs. Financial regulators have also lowered mortgage rates and down payment requirements in several markets to ease borrowing costs. Local governments, with central government policy support, directly purchased existing unsold real estate projects from the market. These repurchased properties are then transforme d as affordable public housing, talent dormitories, and resettlement housing. The real estate industry is shifting from a "high -leverage, high-turnover" model to a "refined, sustainable" model, with development projects primarily located in core first- and second -tier cities. Real estate companies are adopting more cautious and low -risk investments. First- and second -tier cities, due to their population and industrial advantages, have stronger market resilience and faster destocking, while third - and fourth-tier cities have larger inventories, slower inventory turnover and therefore a slower recovery pace. The speed of market recovery depends largely on the pace of economic recovery, residents' income expectations as well as new real estate policy stimulus. In the second half of 2026, the PRC real estate industry is expected to gradually and show signs of recovery, driven by continued government stimulus measures, maintenance of low interest rates, and a rebound in consumer confidence. This is evidenced by the significant increase in secondary market transactions in first-tier cities. The Group keeps financial stability and liquidity as its primary operational focus. It is achieved through flexible quantity and price management strategies, providing high -quality products to enhance brand image, and utilizing various tools to accelerate sales revenue collection and ensure cash flow. Furthermore, the Group will increase brand output and expand its construction management business so as to maintain its leading position in the industry and remain one of the most well-managed real estate companies. CORPORATE GOVERNANCE The Company has adopted and complied with all the mandatory disclosure requirements and the applicable code provisions as set out in the section h eaded “Part 2 — Principles of good corporate governance, code provisions and recommended best practices” of the Corporate Governance Code (the “CG Code”) as set out in Appendix C1 of the Listing Rules throughout the six months ended 30 June 2026 with the e xception of code provisions mentioned below: Under the code provision C.1.5, generally independent non -executive directors and other non -executive directors should attend general meetings to gain and develop a balanced understanding of the views of shareholders. Due to other pre -arranged business commitments, Mr. Loh Lian Huat and Ms. Zhang Feiyun were not able to attend the annual general meeting of the Company held on 29 June 2026. Under the code provision F.1.3, the chairman of the board should attend the annual general meeting. Due to other pre-arranged business commitments, Mr. Huang Juncan, the then chairman of the board, was not able to attend the annual general meeting of the Company held on 29 June 2026. Under the code provision B.3.5, the company should appoint at least one director of a different gender to the nomination committee. Currently, all members in the Nomination Committee of the Company are male. The Board believes that the current members of the Nomination Committee possess the necess ary expertise. The Board will endeavour to take opportunity to gradually increase the proportion of female member(s) over time as and when suitable candidate(s) is/are identified, without affecting the current effective operation of the Nomination Committee.
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22 MODEL CODE FOR SECURITIES TRANSACTIONS The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers, as amended from time to time, (the “Model Code”) as set out in Appendix C3 to the Listing Rules as its own code of conduct regarding securities transactions by the Directors. Following specific enquiries made by the Company, all Directors had complied with the required standards set out in the Model Code during the six months ended 30 June 2026. The Model Code also applies to other specified senior management of the Company. PURCHASE, SALE OR REDEMPTION OF THE COMPANY’S LISTED SECURITIES Neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the Company’s listed securities on The S tock Exchange of Hong Kong Limited during the six months ended 30 June 2026. During the six months ended 30 June 2026 and as of 30 June 2026, the Company did not have any treasury shares (as defined under the Listing Rules). EMPLOYEES AND REMUNERATION POLICY As at 30 June 2026, the Group had approximately 1,800 (31 December 2025: approximately 2,000) employees. Salaries of employees are maintained at industry competitive levels while bonuses may be granted on a discretionary basis with reference to the G roup’s performance as well as the individual’s performance. Other employee benefits include, among others, mandatory provident fund, housing provident fund, insurance and medical insurance, subsidised educational and training programmes. The emoluments of the Directors are determined by the Remuneration Committee and the Board with reference to the Directors’ duties and responsibilities, the Group’s financial performance as well as the Company’s remuneration policy. AUDIT COMMITTEE The audit committee of the Board (the “Audit Committee”) currently comprises Mr. Xia Xinping (Chairman of the committee), Mr. Hui Chiu Chung and Mr. Chiang Sheung Yee, Anthony. All Audit Committee members are independent non-executive Directors. Mr. Xia Xinping possesses the a ppropriate professional qualifications and accounting -related financial management expertise required under Rule 3.10(2) of the Listing Rules. The Audit Committee has reviewed with management the accounting principles and practices adopted by the Group and discussed internal control and financial reporting matters including the review of the unaudited condensed consolidated interim report and its financial information as of and for the six months ended 30 June 2026. The unaudited interim results of the Gro up for the six months ended 30 June 2026 have not yet been reviewed by Crowe (HK) CPA Limited, external auditor of the Company.
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23 RISK MANAGEMENT AND INTERNAL CONTROL The Board is responsible for continuous overseeing and improving the Group’s risk management and internal control systems (including ESG risks and climate -related risks) so as to safeguard the Group’s assets and shareholders’ interests. These systems are closely and periodically reviewed for their effectiveness by the Audit Committee. The Audit Committee assists the Board in fulfilling its oversight and corporate governance roles in the Group’s financial, operational, compliance, risk management and internal control, along with ESG performance and reporting, and the resourcing of the finance a nd internal audit functions. The legal department of the Group together with the internal audit department of the holding company of the Company (“Internal Audit Departments”) are delegated to assist the Board and/or the Audit Committee in the review of the effectiveness of the Group’s risk management and internal control systems on an ongoing basis. The Directors are kept regularly apprised of significant risks that may impact on the Group’s performance through the Internal Audit Departments. The internal audit function is independent of the operating businesses of the Group. The Internal Audit Departments w ould review the effectiveness and adequacy of the risk management and internal control procedures at least once a year, and would report the results to the Audit Committee to assist them in performing their periodic reviews. The Audit Committee enquiries w ith the management from time to time to ensure that they are well informed for reviewing the internal control procedures. The Group considered that risk management and internal control should be adopted according to the size, scope of business, competitiv eness and risk level of the Group and be adjusted in a timely manner when environment changes. The Group will continue to improve the risk management and internal control systems, standardise its implementation, and strengthen internal supervision and insp ection so as to promote the sustainable development of the Group. PUBLICATION OF RESULTS ANNOUNCEMENT AND INTERIM REPORT This results announcement has been published on the website of The Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company’s website (www.gemdalepi.com). The 2026 Interim Report will be despatched to the shareholders of the Company and available on the above websites in due course. By Order of the Board Gemdale Properties and Investment Corporation Limited Xu Jiajun Chairman and Executive Director Hong Kong, 25 August 2026 As at the date of this announcement, the Board comprises four executive Directors, namely Mr. Xu Jiajun, Mr. Li Ronghui, Mr. Xu Kai and Mr. Wei Chuanjun; two non -executive Directors, namely Mr. L oh Lian Huat and Ms. Zhang Feiyun and three independent non -executive Directors, namely Mr. Hui Chiu Chung, Mr. Chiang Sheung Yee, Anthony and Mr. Xia Xinping.