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. (Incorporated in the Cayman Islands with limited liability) (Stock code: 813) INTERIM RESULTS ANNOUNCEMENT FOR THE SIX MONTHS ENDED 30 JUNE 2026 RESULTS HIGHLIGHTS 1. Contracted sales were RMB8.208 billion for the first half of 2026. Contracted gross floor area amounted to 667,945 sq.m.. 2. Revenue of the Group was approximately RMB10.961 billion. 3. Gross loss of the Group was approximately RM B36 million (1H 2025: RMB908 million). 4. Loss for the period attributable to equity holders of the Company was approximately RMB6.187 billion (1H 2025: RMB8.934 billion). The loss has significantly narrowed by approximately 30.7% compared to the first half of 2025. 5. As at 30 June 2026, total borrowings of the Group were approximately RMB176.143 billion, representing a decline of approximately RM B6.123 billion as compared to approximately RMB182.266 billion at the end of last year. 6. As at 30 June 2026, the Group’s land bank was approximately 32.37 million sq.m. (before interests). 7. The Board did not recommend the payment of any interim dividend for 1H 2026.
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– 2 – MANAGEMENT DISCUSSION AND ANALYSIS BUSINESS REVIEW Property Development 1) Recognized Sales Revenue Shimao Group Holdings Limited (“Shimao Group”, “Shimao” or the “Company”) and its subsidiaries (collectively, the “Group”) generates its revenue primarily from sales of properties, property management, hotel operation and commercial properties operation business. For the six months ended 30 June 2026, revenue of the Group reached RMB10.961 billion. During the period, revenue from property sales amounted to RMB5.918 billion, accounting for 54.0% of the total revenue, and the recognized sales area was 0.516 million sq.m.. 2) Contracted Sales Performance In the first half of 2026, the real estate industry continued its deep adjustment, with the market showing characteristics of weak recovery and pronounced divergence. Sales performance varied significantly across cities and product types, while the pace of recovery in property buyers’ confidence remained relatively slow. The industry focus continued to shift away from a scale-oriented approach toward cash-flow stability and refined operations. The Group prudently assessed market trends, optimized its inventory structure, concentrated on key projects with solid sales potential, and accelerated inventory sales through targeted marketing initiatives. During the reporting period, the Group’s aggregated contracted sales amounted to RMB8.208 billion, with a contracted sold area of 667,945 sq.m.. The average selling price was RMB12,289 per sq.m.. In the meantime, the supply-demand balance in the Hong Kong property market continued to improve, with transaction volumes remaining resilient. During the reporting period, the Group’s residential project in the city, BEACON PEAK, achieved contracted sales of approximately RM B1.6 billion. The Group is positive about the development potential of the Hong Kong property market and will continue to monitor changes in market policies, dynamically adjust its sales deployment, and strive for steady growth in sales performance. 3) Land Bank and Existing Portfolio Management Amidst the ongoing adjustment of the industry environment, the Group has actively advanced asset streamlining and the disposal of inefficient assets by flexibly adjusting the development and construction pace of various projects, and coordinating the allocation of available resources to focus on the construction and revitalization of key projects. As of 30 June 2026, the Group had an area under construction of approximately 8.83 million sq.m. and an area completed of approximately 0.32 million sq.m.. In terms of land reserve management, and taking into account market conditions, the current land bank, and operating liquidity, the Group did not acquire any land during the period. As of the end of the period, the Group had about 182 projects and a total area of approximately 32.37 million sq.m. (before interests) land bank, providing necessary support for the future supply of salable resources.
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– 3 – Property Management In respect of property management business, Shimao Group is engaged in property management business through its subsidiary, Shimao Services Holdings Limited (“Shimao Services”). With the advancement of China’s new urbanization initiatives, the ongoing optimization of social governance at the grassroots level, and the comprehensive upgrade in living standards and public service needs, the property services sector has completed a strategic transformation from traditional basic support to a modern, comprehensive public service. The focus of the industry’s development has shifted from scale expansion to optimizing operational quality, and Shimao Services is no exception. In the first half of 2026, Shimao Services continued to advance its efforts to enhance service quality, strengthened its focus on refined management, pursued market expansion with caution, actively developed value- added community services, and consolidated the foundations of its overall business. In the first half of 2026, Shimao Services recorded revenue of RM B3.3503 billion, a gross profit of RMB452.3 million and operating loss of RMB108.7 million. As at 30 June 2026, Shimao Services had businesses presence in 126 cities and provided property management services and a wide variety of community value-added services for 1,354 projects; the gross floor area (“GFA”) under management was 190.2 million sq.m. and the contracted GFA was 306.5 million sq.m.. In the future, Shimao Services will focus on delivering high-quality services as its core objective and will deepen its commitment to core sectors, including residential communities, universities and colleges and industrial parks, and will enhance its operational capabilities and unleash the value of existing properties; and will enhance management efficiency and unleash its digital and intelligent potential. Hotel Operation As of 30 June 2026, the Group had more than 20 hotels in operation, including Conrad Shanghai, InterContinental Shanghai Wonderland, Conrad Xiamen, Hilton Wuhan Riverside, Le Méridien Shanghai Sheshan, InterContinental Fuzhou, Hilton Nanjing Riverside, Hilton Shenyang, Hilton Changsha Riverside and Yuluxe Hotel Chengdu, offering nearly 7,000 hotel guest rooms. In addition, the Group has one directly managed leased hotel, namely MiniMax Premier Hotel Shanghai Hongqiao, offering nearly 300 hotel guest rooms. According to the STR report, in the first half of 2026, the hotel occupancy rate index in Mainland China remained broadly unchanged from the previous year, the Average Daily Rate (ADR) index grew by 1%, and the Revenue Per Available Room (RevPAR) index increased by 2%. Against this backdrop, Shimao hotels maintained stable operational fundamentals through flexible pricing strategies, enhanced holiday operations, and expansion of the overseas customer base. As a result, Shimao hotels achieved an occupancy rate of 66% for the first half of the year and total revenue of RMB1.030 billion.
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– 4 – Leveraging “Shi You Pin (ۜits upgraded online marketing platform, Shimao hotels collaborated with the Group’s diversified business segments in launching nationwide redemption products, which span commercial, cultural and entertainment, and online retail spaces to develop a large-scale membership ecosystem, unlocking the value of membership operations step by step. Commercial Properties Operation In respect of commercial properties operation, Shimao Group is principally engaged in the development of commercial properties through its subsidiary, Shanghai Shimao Co., Ltd. (“Shanghai Shimao”). Shanghai Shimao is determined to develop premium commercial complexes, and regards fulfilling the growing public demand for a better life as its impetus for development. In the first half of 2026, the commercial market in the PRC evolved into one characterized by existing property operations, with light-asset management and revitalization of existing projects dominating. High-quality commercial properties in prime locations across first – and second-tier cities remained stable, whilst operational pressure intensified in non-prime areas, highlighting a pattern of polarization. In response, Shimao commercial focused on collaborative operations with tenants by creating marketing ideas and traffic generation campaigns together, thereby boosting their brand visibility, footfall and sales performance. During the reporting period, Shimao commercial’s sales of tenants of commercial projects under management and footfall showed a trend of dual growth. Overall occupancy rate stood at 92% for commercial projects under management, up by approximately 3 percentage points from the same period last year, and 71% for office buildings, which remained generally stable despite a strained market. Looking ahead to the second half of the year, Shimao commercial will focus on three key areas: improving the quality and efficiency of projects under management, adopting flexible operational strategies for office projects, and expanding light-asset businesses, to sustain steady operations and high-quality development.
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– 5 – FINANCIAL ANALYSIS Key consolidated statement of profit or loss figures are set out below: 1H 2026 1H 2025 RMB million RMB million Revenue 10,961 14,827 Gross loss (36) (908) Operating loss (4,156) (5,254) Loss attributable to equity holders of the Company (6,187) (8,934) Loss per share – Basic (RMB) (0.66) (2.36) Revenue For the six months ended 30 June 2026, the revenue of the Group was approximately RMB10.961 billion (1H 2025: RMB14.827 billion), representing a decrease of 26.1% over the corresponding period in 2025. The decrease in revenue was mainly due to the decrease in delivered floor area, which resulted from decreased contracted sales in recent years. And 54.0% (1H 2025: 60.1%) of the revenue was generated from the sales of properties and 46.0% (1H 2025: 39.9%) from hotel operation, commercial properties operation, property management and others. The components of the revenue are set out as follows: 1H 2026 1H 2025 RMB million RMB million Sales of properties 5,918 8,905 Hotel operation income 1,030 1,057 Commercial properties operation income 563 812 Property management income, and others 3,450 4,053 Total 10,961 14,827 * The income does not include revenue from the Group. (i) Sales of Properties Sales of properties for the six months ended 30 June 2026 and 2025 are set out below: 1H 2026 1H 2025 Area (sq.m.) RMB million Area (sq.m.) RMB million Southern District 81,716 2,009 88,471 1,247 Fujian District 134,049 1,553 53,453 699 Western District 108,123 822 56,513 365 Shandong District 96,089 762 125,969 1,207 Zhejiang District 21,294 265 176,267 3,285 Middle District 33,154 185 194,225 1,362 Jiangsu District 19,849 163 14,006 177 Northern District 18,226 125 42,928 320 Shanghai District 3,772 34 14,722 243 Total 516,272 5,918 766,554 8,905
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– 6 – (ii) Hotel Income For the six months ended 30 June 2026, hotel operation income was approximately RMB1,030 million (1H 2025: RMB1,057 million) and slightly decreased by 2.6%. Hotel operation income is analysed as follows: Date of Commencement 1H 2026 1H 2025 RMB million RMB million Conrad Shanghai September 2006 182 168 Four Points by Sheraton Hong Kong Tung Chung January 2021 131 131 Sheraton Hong Kong Tung Chung Hotel December 2020 97 102 Conrad Xiamen August 2016 70 68 InterContinental Shanghai Wonderland November 2018 51 70 InterContinental Fuzhou January 2014 47 46 Le Méridien Shanghai Sheshan November 2005 45 47 Hilton Changsha Riverside July 2021 43 50 Hilton Wuhan Riverside July 2016 42 46 Hilton Nanjing Riverside December 2011 38 38 Hilton Shenyang January 2018 37 39 Crowne Plaza Shaoxing March 2014 31 31 Hilton Yantai August 2017 28 31 Le Méridien Hangzhou Binjiang September 2018 26 29 Yuluxe Hotel Chengdu August 2018 25 27 DoubleTree by Hilton Ningbo Beilun December 2016 21 21 DoubleTree by Hilton Ningbo Chunxiao December 2015 13 14 Holiday Inn Mudanjiang December 2010 8 8 Yuluxe Hotel Taizhou August 2014 6 11 Minimax Hotel Chengdu Longquanyi October 2021 6 6 Others 83 74 Total 1,030 1,057
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– 7 – (iii) Commercial Properties Operation Income Commercial properties operation income decreased by approximately 30.7% to RMB563 million for the six months ended 30 June 2026 compared to approximately RMB812 million in the corresponding period in 2025. The decrease in commercial properties operation income was primarily due to the drop in average rental levels, as well as a reduction in leasable area in certain office buildings and shopping malls as a result of indebtedness settlement with assets. Commercial properties operation income is analysed as follows: Date of Commencement 1H 2026 1H 2025 RMB million RMB million Rental Income Shanghai Shimao Festival City December 2004 135 128 Jinan Shimao Festival City May 2014 61 66 Chengdu Shimao Festival City April 2021 55 67 Changsha Shimao Global Financial Center September 2020 38 33 Shanghai Shimao Tower December 2018 32 40 Shenzhen Shimao Qianhai Centre July 2020 18 31 Kunshan Shimao Plaza April 2012 18 24 Suzhou Shimao Canal Scene (Commercial) June 2010 15 16 Nanjing Straits City (Commercial) December 2014 14 21 Xiamen Shimao Straits Mansion January 2017 14 17 Nanjing Yuhua Shimao (Commercial) December 2018 10 23 Quanzhou Shishi Shimao Skyscraper City January 2017 10 12 Wuhu Shimao Riviera Garden (Commercial) September 2009 4 4 Beijing Shimao Tower July 2009 – 59 Shaoxing Shimao Dear Town (Commercial) May 2010 – 24 Miscellaneous rental income 26 51 Rental income sub-total 450 616 Commercial properties operation related service income 113 196 Total 563 812
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– 8 – (iv) Property Management Income, and Others Property management income, and others decreased by approximately 14.9% to RMB3,450 million for the six months ended 30 June 2026 compared to RM B4,053 million over the corresponding period in 2025, which were mainly due to decreased revenues from property management services. Cost of Sales Cost of sales decreased by 30.1% to approximately RM B10,997 million for the six months ended 30 June 2026 from RMB15,735 million for the six months ended 30 June 2025, which was in line with the decrease in revenue. Gross Loss For the six months ended 30 June 2026, the Group’s gross loss was decreased to approximately RMB36 million (1H 2025:RMB908 million). Fair Value Losses on Investment Properties – Net For the six months ended 30 June 2026, the Group recorded aggregate fair value losses of approximately RMB372 million (1H 2025: RMB238 million), mainly caused by the decrease in fair value of certain investment properties due to the slump in the local commercial property market. Other (Losses)/Gains and Other Income – Net For the six months ended 30 June 2026, the Group recognized net other losses of approximately RMB413 million (1H 2025 other income and gains: RMB357 million), which mainly included net losses of approximately RMB595 million from the liquidation of several subsidiaries which were adjudged bankrupt and under receivership procedures, net losses of approximately RM B476 million on the disposal of subsidiaries, net gains of approximately RMB410 million on debt capitalisation and net gains of approximately RM B120 million on liquidation of a joint venture. During the comparable period, net gains of approximately RMB386 million from the liquidation of several subsidiaries were recognized. Selling and Marketing Costs and Administrative Expenses For the six months ended 30 June 2026, the Group’s selling and marketing costs decreased by 11.3% to approximately RMB373 million from approximately RMB420 million for the same period in 2025, which was mainly due to the decline in the Group’s contracted sales. For the six months ended 30 June 2026, the G roup’s administrative expenses decreased by 6.2% to approximately RM B1,539 million from approximately RM B1,641 million for the same period in 2025, benefiting from the Group’s continuous focus on organization and business efficiency improvement.
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– 9 – Provision for Impairment on Financial Assets Given the combined impact of multiple unfavorable factors in macroeconomic, industry and financing environments, the Group made further provisions for expected credit losses of approximately RMB804 million for the six months ended 30 June 2026. Finance Costs – Net For the six months ended 30 June 20 26, net finance costs decreased to approximately RMB2,300 million from approximately RMB3,181 million for the same period in 2025, which was mainly due to reduction of effective interest rate and more foreign exchange gains on borrowings was recorded due to the continuous appreciation of RMB against USD in the first half of 2026. Share of Results of Associated Companies and Joint Ventures For the six months ended 30 June 2026, share of results of associated companies and joint ventures was losses of approximately RM B251 million, representing a decrease in loss of approximately RMB151 million compared with the same period in 2025. With the decline in revenue of associated companies and joint ventures, less losses were recognized accordingly. Taxation The Group’s tax provisions amounted to approximately RM B129 million for the period, in which PRC land appreciation tax (“LAT”) was RMB50 million (1H 2025: RMB909 million, in which LAT was RMB495 million). The decrease in LAT was mainly due to the decrease in revenue of sales of properties. Loss Attributable to Equity Holders of the Company Loss attributable to equity holders of the Company for the six months ended 30 June 2026 decreased to approximately RMB6.187 billion from approximately RMB8.934 billion for the six months ended 30 June 2025. The decrease in loss was mainly due to the decrease in gross loss and provision for impairment on financial assets. Liquidity and Financial Resources As at 30 June 2026, the Group had aggregate cash and bank balances (including restricted cash) of approximately RM B10,844 million, representing a decrease of approximately RMB1,226 million as compared to approximately RMB12,070 million at 31 December 2025, of which restricted cash of approximately RMB3,151 million (31 December 2025: RMB3,622 million) and guarantee deposits for construction of pre-sale properties with an amount of approximately RMB3,103 million (31 December 2025: RMB3,590 million) were included. As at 30 June 2026, the total amount of borrowings was approximately RMB176.143 billion, representing a decrease of approximately RM B6.123 billion as compared to approximately RMB182.266 billion at 31 December 2025.
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– 10 – The Group’s borrowings-to-assets ratio (total borrowings divided by total assets) was approximately 51.4% as at 30 June 2026 (31 December 2025: 51.0%). The Group’s current ratio (current assets divided by current liabilities) was approximately 1.0 as at 30 June 2026 (31 December 2025: 1.0). Foreign Exchange Risks The Group’s foreign exchange exposure is mainly derived from the borrowings denominated in USD and HKD. The Group has been paying closely attention to the fluctuation of the foreign exchange rate and will take measures to mitigate the risk of exchange rate fluctuation if necessary. Pledge of Assets As at 30 June 2026, the Group’s total secured borrowings of approximately RM B155.638 billion were secured by its property and equipment, investment properties, land use rights, properties under development, completed properties held for sale and restricted cash (with a total carrying amount of RMB114.788 billion), and/or secured by the pledge of the shares or the equity interests of certain subsidiaries of the Group. Capital and Property Development Expenditure Commitments As of 30 June 2026, the Group had contracted capital and property development expenditure but not provided for amounted to RMB25.499 billion. Employees and Remuneration Policy As of 30 June 2026, the G roup employed a total of 38,775 e mployees, among whom 442 were engaged in property development. Total remuneration for the period amounted to approximately RM B1.966 billion. The Group has adopted a performance-based rewarding system to motivate its staff. The board of directors of the Company (the “Board”) adopted a share award scheme (the “Share Award Scheme”) of the Company on 30 December 2011. The purpose of the Share Award Scheme is to recognize the contributions by certain selected employees of the Group and to provide them with incentives in order to retain them for the continual operation and development of the Group and to attract suitable personnel for further development of the Group. Further information regarding the Share Award Scheme is set out in the section headed “Share Award Schemes” included in the “Corporate Governance and Other Information” section in the Company’s 2026 Interim Report. In relation to staff training, the Group also provides different types of programs for its staff to improve their skills and develop their respective expertise.
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– 11 – UNAUDITED INTERIM RESULTS The Board presents the unaudited interim condensed consolidated results of the Group for the six months ended 30 June 2026 together with comparative figures for the corresponding period of the previous year. These interim financial statements have not been audited but have been reviewed by the Company’s Audit Committee. INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED 30 JUNE 2026 Unaudited Six months ended 30 June 2026 2025 Notes RMB’000 RMB’000 Revenue 3 10,960,579 14,826,914 Cost of sales 8 (10,996,679) (15,734,618) Gross loss (36,100) (907,704) Fair value losses on investment properties – net (371,995) (238,372) Other (losses)/gains and other income – net 9 (412,745) 357,041 Selling and marketing costs 8 (372,978) (420,494) Administrative expenses 8 (1,539,316) (1,641,061) Provision for impairment on financial assets 8 (803,660) (1,758,075) Impairment losses on intangible assets 8 (8,000) (34,742) Other operating expenses 8 (611,072) (610,669) Operating loss (4,155,866) (5,254,076) Finance income 22,155 29,935 Finance costs (2,321,784) (3,210,632) Finance costs – net 10 (2,299,629) (3,180,697) Share of results of associated companies and joint ventures accounted for using the equity method (250,880) (402,399) Loss before income tax (6,706,375) (8,837,172) Income tax expenses 11 (128,869) (908,744) Loss for the period (6,835,244) (9,745,916)
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– 12 – Unaudited Six months ended 30 June 2026 2025 Notes RMB’000 RMB’000 Other comprehensive loss for the period: Items that will not be reclassified to profit or loss Fair value losses on financial assets at fair value through other comprehensive income, net of tax (5) (46) Share of other comprehensive loss of joint ventures accounted for using the equity method (14,617) (31,622) Items that may be reclassified to profit or loss Exchange differences on translation of foreign operations (378) (1,526) Total comprehensive loss for the period (6,850,244) (9,779,110) Loss for the period attributable to: Equity holders of the Company (6,187,418) (8,934,138) Non-controlling interests (647,826) (811,778) (6,835,244) (9,745,916) Total comprehensive loss for the period attributable to: Equity holders of the Company (6,197,474) (8,956,636) Non-controlling interests (652,770) (822,474) (6,850,244) (9,779,110) Loss per share for loss attributable to the equity holders of the Company – Basic (RMB) 13 (0.66) (2.36) – Diluted (RMB) 13 (0.66) (2.36)
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– 13 – INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2026 Unaudited Audited 30 June 2026 31 December 2025 Notes RMB’000 RMB’000 ASSETS Non-current assets Property and equipment 10,389,696 10,999,451 Right-of-use assets 3,935,116 3,985,682 Investment properties 31,091,349 31,464,433 Intangible assets 2,261,218 2,186,296 Investments accounted for using the equity method 14,920,766 14,419,370 Amounts due from related parties 5,313,501 5,353,577 Financial assets at fair value through other comprehensive income 260,004 260,009 Financial assets at fair value through profit or loss 582,120 582,120 Deferred income tax assets 585,118 609,471 Other non-current assets 2,351,806 2,337,737 71,690,694 72,198,146 Current assets Inventories 153,844,069 163,002,829 Trade and other receivables and prepayments 4 37,638,812 37,304,277 Prepayment for acquisition of land use rights 1,704,838 2,791,837 Prepaid income taxes 961,793 1,086,169 Amounts due from related parties 63,436,937 66,195,130 Financial assets at fair value through profit or loss 45,000 110,000 Restricted cash 3,150,627 3,621,845 Cash and cash equivalents 7,693,082 8,448,072 268,475,158 282,560,159 Assets of a disposal group classified as held for sale 6 2,456,655 2,456,655 270,931,813 285,016,814 Total assets 342,622,507 357,214,960
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– 14 – Unaudited Audited 30 June 2026 31 December 2025 Notes RMB’000 RMB’000 EQUITY Equity attributable to the equity holders of the Company Share capital 930,380 820,994 Reserves (7,094,904) (987,891) (6,164,524) (166,897) Non-controlling interests 12,212,351 12,806,654 Total equity 6,047,827 12,639,757 LIABILITIES Non-current liabilities Borrowings 7 64,778,129 63,704,774 Lease liabilities 18,764 19,433 Deferred income tax liabilities 6,045,474 6,027,312 Amounts due to related parties 2,190,076 2,029,993 73,032,443 71,781,512 Current liabilities Trade and other payables 5 81,948,143 79,872,455 Contract liabilities 32,687,902 36,896,450 Income tax payable 21,402,031 22,244,935 Borrowings 7 111,365,060 118,561,395 Derivative financial instruments 36,277 277,921 Lease liabilities 25,806 14,532 Amounts due to related parties 14,082,608 12,931,593 261,547,827 270,799,281 Liabilities of a disposal group classified as held for sale 6 1,994,410 1,994,410 263,542,237 272,793,691 Total liabilities 336,574,680 344,575,203 Total equity and liabilities 342,622,507 357,214,960
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– 15 – NOTES 1 GENERAL INFORMATION Shimao Group Holdings Limited (the “Company”) was incorporated in the Cayman Islands on 29 October 2004 as an exempted company with limited liability under the Cayman Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands. The address of its registered office is Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY 1–1111, Cayman Islands. The C ompany is principally engaged in investment holding. The principal activities of the Company and its subsidiaries (together, the “Group”) are property development, commercial properties operation, property management and hotel operation in the People’s Republic of China (the “PRC”). The Company’s shares were listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) on 5 July 2006. This interim condensed consolidated financial statements are presented in Renminbi (“RMB”), unless otherwise stated. 2 ACCOUNTING POLICIES These interim condensed consolidated financial statements have been prepared in accordance with Hong Kong Accounting Standard (“HKAS”) 34 “Interim Financial Reporting” issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”) and the applicable disclosures required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. 2.1 Going concern basis For the six months ended 30 June 2026, the Group incurred a loss attributable to equity holders of the Company of approximately RM B6.2 billion. As at 30 June 2026, the Group had borrowings in total of approximately RMB17 6.1 billion, out of which approxim ately RMB111.4 billion will be due for repayment within the next twelve months, while its total cash (including cash and cash equivalents and restricted cash) amounted to approximately RMB10.8 billion. As at 30 June 2026, the Group had not repaid borrowings of RMB98.2 billion in aggregate according to their scheduled repayment dates. In addition, the Group was involved in various litigation and arbitration cases for various reasons. The above events or conditions indicate the existence of material uncertainties which may cast significant doubt on the Group’s ability to continue as a going concern and, therefore, that the Group may not be able to realise its assets and discharge its liabilities in the normal course of business. In view of such circumstances, the directors of the Company (“Directors”) have devised a number of plans and measures to mitigate the liquidity pressure and to improve its financial position. Certain plans and measures have been or will be taken by the Directors include, but are not limited to, the following: (i) Since the offshore debt restructuring scheme became effective on 21 July 2025, the Company has been performing its obligations under the new terms, and the mandatory convertible bonds held by the creditors have been gradually and smoothly converted into new shares of the Company. As at 21 July 2026, approxi mately US $5.0 billion in agg regate principal amount of the mandatory convertible bonds have been converted into the new shares of the Company, representing approximately 100% of the total mandatory convertible bonds issued on the restructuring effective date;
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– 16 – (ii) Save for the offshore debt restructuring, the Group has also been actively negotiating with other PRC onshore lenders and creditors on the extension or restructuring of borrowings. Due to the diverse lender base and changing market conditions, time is still required to determine the extension plans or restructuring plans on a case-by-case basis. The coming into effect of the offshore debt restructuring scheme and the completion of conversions of mandatory convertible bonds have released positive signals to the Group’s onshore lenders and creditors, and it is expected that the extension or restructuring agreements for the existing onshore loans can be gradually implemented; (iii) The Group will continuously focus on the acceleration of sales and delivery of its existing inventory of properties; (iv) The G roup will actively seek other alternative financing and borrowings to finance the settlement of its existing financial obligations and future operating and capital expenditures; and (v) The Group will actively face the current situation and seek various ways to resolve the pending litigations of the Group. The Group is positive that it will be able to reach a solution to the litigations which have not yet reached a definite outcome at the current stage. The Directors are of the opinion that, assuming the above plans and measures can be successfully implemented as scheduled, the Group is able to continue as a going concern and would have sufficient financial resources to finance the Group’s operations and meet its financial obligations as and when they fall due within the following twelve months from 30 June 2026. Accordingly, it is appropriate to prepare the interim condensed consolidated financial statements on a going concern basis. Should the Group be unable to continue as a going concern, adjustments would have to be made to the interim condensed consolidated financial statements to adjust the value of the Group’s assets to their recoverable amounts, to provide for any further liabilities which might arise and to reclassify non-current assets as current assets and non-current liabilities as current liabilities. The effects of these potential adjustments have not been reflected in the interim condensed consolidated financial statements. 2.2 Adoption of new or amended HKFRS Accounting Standards In the current period, the Group has adopted all the new and revised HKFRS Accounting Standards issued by the HKICPA, that are relevant to its operations and effective for its accounting period beginning on 1 January 2026. HKFRS Accounting Standards comprise Hong Kong Financial Reporting Standards (“HKFRS”); Hong Kong Accounting Standards; and Interpretations. The adoption of these new and revised HKFRS Accounting Standards did not resulting in significant changes to the Group’s accounting policies, presentation of the Group’s interim condensed consolidated financial statements and amounts reported for the current period and prior years. The Group has not applied the new HKFRS Accounting Standards that have been issued but are not yet effective. The Group has already commenced an assessment of the impact of these new HKFRS Accounting Standards but is not yet in a position to state whether these new HKFRS Accounting Standards would have a material impact on its results of operations and financial position.
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– 17 – 3 SEGMENT INFORMATION The Group’s operating segments are identified on the basis of internal report about the components of the Group that are regularly received by the chief operating decision maker (“CODM”) in order to allocate resources to segments and to assess their performance. As majority of the Group’s consolidated revenue and results are attributable to the market in the PRC and most of the Group’s consolidated assets are located in the PRC, therefore no geographical information is presented. The CODM assesses the performance of the operating segments based on a measure of revenue and (loss)/ profit before income tax. The information provided to the CODM is measured in a manner consistent with that in the financial statements. (a) Revenue Revenue of the Group consists of the following revenue recognized during the period: Six months ended 30 June 2026 2025 RMB’000 RMB’000 (Unaudited) (Unaudited) Sales of properties 5,917,681 8,905,408 Hotel operation income 1,030,295 1,057,192 Commercial properties operation income 562,870 811,860 Property management income, and others 3,449,733 4,052,454 10,960,579 14,826,914
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– 18 – (b) Segment information The segment results for the six months ended 30 June 2026 are as follows: Property development and investment Shanghai Shimao Co., Ltd. (“Shanghai Shimao”)* Others Shimao Services Holdings Limited (“Shimao Services”)** Unallocated*** Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenue – Sales of properties – Recognized at a point in time 230,133 5,687,548 – – 5,917,681 – Hotel operation income 110,533 919,762 – – 1,030,295 – Commercial properties operation income 322,785 240,085 – – 562,870 – Property management income, and others 114,008 19,559 3,350,275 – 3,483,842 Total revenue before elimination 777,459 6,866,954 3,350,275 – 10,994,688 Elimination (34,109) Total revenue 10,960,579 Operating (loss)/profit 165,198 (4,219,466) (100,715) (883) (4,155,866) Finance income 684 11,660 9,581 230 22,155 Finance costs (353,759) (575,617) (1,287) (1,391,121) (2,321,784) Share of results of associated companies and joint ventures accounted for using the equity method 6,133 (259,663) 2,650 – (250,880) Loss before income tax (181,744) (5,043,086) (89,771) (1,391,774) (6,706,375) Income tax expense (128,869) Loss for the period (6,835,244) Other segment items are as follows: Capital expenditures 1,792 9,771 193,039 – 204,602 Fair value (losses) on investment properties – net (371,617) (378) – – (371,995) Fair value gain on derivative financial instruments – – – 50,797 50,797 Depreciation and amortisation charge 34,005 239,666 113,972 3,286 390,929 Amortisation of right-of-use assets 4,409 50,449 5,722 – 60,580 Provision for impairment on financial assets 409,541 211,221 182,898 – 803,660 Impairment losses on intangible assets – – 8,000 – 8,000 Provision for impairment losses on properties under development and completed properties held for sale 236,219 255,060 – – 491,279 * The Group owns an effective equity interest of 66.18% in Sha nghai Shimao as at 30 June 2026. ** The Group owns an effective equity interest of 54.95% in Shimao Services as at 30 June 2026. *** Unallocated mainly represent corporate level activities.
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– 19 – The segment results for the six months ended 30 June 2025 are as follows: Property development and investment Shanghai Shimao* Others Shimao Services** Unallocated*** Total RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenue – Sales of properties – Recognized at a point in time 2,614,668 6,290,740 – – 8,905,408 – Hotel operation income 108,511 948,681 – – 1,057,192 – Commercial properties operation income 606,115 205,745 – – 811,860 – Property management income, and others 272,946 280,244 3,619,813 – 4,173,003 Total revenue before elimination 3,602,240 7,725,410 3,619,813 – 14,947,463 Elimination (120,549) Total revenue 14,826,914 Operating (loss)/profit (228,890) (5,094,187) 39,696 29,305 (5,254,076) Finance income 3,084 11,909 12,720 2,222 29,935 Finance costs (1,018,436) (2,172,067) (14,772) (5,357) (3,210,632) Share of results of associated companies and joint ventures accounted for using the equity method 13,265 (407,529) (8,135) – (402,399) (Loss)/profit before income tax (1,230,977) (7,661,874) 29,509 26,170 (8,837,172) Income tax expense (908,744) Loss for the period (9,745,916) Other segment items are as follows: Capital expenditures 1,480 11,311 317,441 – 330,232 Fair value (losses) on investment properties – net (110,587) (127,785) – – (238,372) Depreciation and amortisation charge 47,609 194,766 92,477 5,066 339,918 Amortisation of right-of-use assets 4,545 51,419 14,633 – 70,597 Provision for impairment on financial assets 963,021 599,728 195,326 – 1,758,075 Impairment losses on intangible assets – – 34,742 – 34,742 Provision for impairment losses on properties under development and completed properties held for sale 252,186 2,130,140 – – 2,382,326 * The Group owns an effective equity interest of 66.18% in Sha nghai Shimao as at 30 June 2025. ** The Group owns an effective equity interest of 58.41% in Shimao Services as at 30 June 2025. *** Unallocated mainly represent corporate level activities.
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– 20 – The segment assets and liabilities at 30 June 2026 are as follows: Property development and investment Shanghai Shimao* Others Shimao Services** Total RMB’000 RMB’000 RMB’000 RMB’000 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Investments accounted for using the equity method 687,608 13,612,967 620,191 14,920,766 Intangible assets 1,216 19,167 2,240,835 2,261,218 Other segment assets 42,700,980 268,614,071 9,566,053 320,881,104 Total segment assets 43,389,804 282,246,205 12,427,079 338,063,088 Deferred income tax assets 585,118 Financial assets at FVOCI 260,004 Financial assets at FVTPL 627,120 Assets of a disposal group classified as held for sale 2,456,655 Other assets 630,522 Total assets 342,622,507 Borrowings 24,122,321 124,107,994 2,500 148,232,815 Other segment liabilities 36,359,825 108,251,575 5,469,192 150,080,592 Total segment liabilities 60,482,146 232,359,569 5,471,692 298,313,407 Corporate borrowings 27,910,374 Deferred income tax liabilities 6,045,474 Derivative financial instruments 36,277 Liabilities of a disposal group classified as held for sale 1,994,410 Other liabilities 2,274,738 Total liabilities 336,574,680
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– 21 – The segment assets and liabilities at 31 December 2025 are as follows: Property development and investment Shanghai Shimao* Others Shimao Services** Total RMB’000 RMB’000 RMB’000 RMB’000 (Audited) (Audited) (Audited) (Audited) Investments accounted for using the equity method 696,728 13,132,200 590,442 14,419,370 Intangible assets 1,382 30,980 2,153,934 2,186,296 Other segment assets 48,206,252 278,948,287 9,113,076 336,267,615 Total segment assets 48,904,362 292,111,467 11,857,452 352,873,281 Deferred income tax assets 609,471 Financial assets at FVOCI 260,009 Financial assets at FVTPL 692,120 Assets of a disposal group classified as held for sale 2,456,655 Other assets 323,424 Total assets 357,214,960 Borrowings 25,810,854 130,282,095 4,495 156,097,444 Other segment liabilities 37,461,464 109,464,495 4,882,487 151,808,446 Total segment liabilities 63,272,318 239,746,590 4,886,982 307,905,890 Corporate borrowings 26,168,725 Deferred income tax liabilities 6,027,312 Derivative financial instruments 277,921 Liabilities of a disposal group classified as held for sale 1,994,410 Other liabilities 2,200,945 Total liabilities 344,575,203 Total segment assets consist primarily of property and equipment, investment properties, right-of-use assets, other non-current assets, properties under development, completed properties held for sale, receivables, prepayments and cash balances. They also include goodwill recognized arising from acquisition of subsidiaries relating to respective segments. They exclude corporate assets, deferred income tax assets, financial assets at FVOCI, financial assets at FVTPL and assets of disposal group classified as held for sale. Total segment liabilities comprise operating liabilities. They exclude corporate liabilities, corporate borrowings, deferred income tax liabilities, derivative financial instruments and liabilities of a disposal group classified as held for sale. The Group has recognized the following liabilities related to contracts with customers: 30 June 2026 31 December 2025 RMB’000 RMB’000 (Unaudited) (Audited) Related to development and sales of properties contracts Contract liabilities (Note) 32,687,902 36,896,450 Note: Contract liabilities have been disclosed with value-added-tax of approximately RM B2.1 billion deducted as at 30 June 2026 (31 December 2025: approximately RMB2.4 billion).
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– 22 – 4 TRADE AND OTHER RECEIVABLES AND PREPAYMENTS 30 June 2026 31 December 2025 RMB’000 RMB’000 (Unaudited) (Audited) Trade receivables (Note (a)) 8,495,199 8,686,800 Bidding deposits for land use rights (Note (b)) 4,667,245 3,793,534 Prepayments for construction costs 9,030,893 9,030,740 Loan receivables (Note (c)) 309,310 359,903 Prepaid tax and surcharges on pre-sale proceeds 641,631 659,486 Deposits paid 4,456,815 5,066,534 Receivables from disposal of equity interests 152,905 223,317 Payments on behalf of customers 412,115 449,664 Other receivables 17,060,155 12,846,272 45,226,268 41,116,250 Provision for impairment (7,587,456) (3,811,973) 37,638,812 37,304,277 Notes: (a) Consideration in respect of properties sold is paid in accordance with the terms of the related sales and purchase agreements. The ageing analysis of trade receivables at the respective period-ended dates is as follows: 30 June 2026 31 December 2025 RMB’000 RMB’000 (Unaudited) (Audited) Within 180 days 5,707,330 5,836,053 Over 180 days and within 365 days 1,228,618 1,256,329 Over 365 days 1,559,251 1,594,418 8,495,199 8,686,800 As at 30 June 2026, receivables arising from sales of properties were approximately RMB2,714,791,000 (31 December 2025: RMB2,952,231,000). (b) Bidding deposits for land use rights mainly represented deposits placed by the Group to various government related bodies for the acquisition of leasehold land. (c) As at 30 June 2026, loan receivables of RMB309,310,000 (31 December 2025: RMB359,903,000) were secured by the pledge of certain properties, notes receivable or credit guaranty of borrowers, bearing interest rate at a range from 11.0% to 16.1% per annum and payable within one year. Due to the short-term nature of the current receivables, their carrying amount is considered to be the same as their fair value. As at 30 June 2026, the fair value of trade receivables, bidding deposits for land use rights, loan receivables and other receivables of the Group approximate their carrying amounts, as the impact of discounting is not significant.
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– 23 – 5 TRADE AND OTHER PAYABLES 30 June 2026 31 December 2025 RMB’000 RMB’000 (Unaudited) (Audited) Trade payables (Note (a)) 25,847,347 29,434,003 Other payables (Note (b)) 24,742,551 19,568,548 Other taxes payable 4,898,990 5,804,429 Accrued expenses 26,459,255 25,065,475 81,948,143 79,872,455 Notes: (a) The ageing analysis of the trade payables based on invoice date is as follows: 30 June 2026 31 December 2025 RMB’000 RMB’000 (Unaudited) (Audited) Within 90 days 10,132,160 12,126,809 Over 90 days and within 1 year 13,233,842 15,452,852 Over 1 year 2,481,345 1,854,342 25,847,347 29,434,003 (b) As at 30 June 2026, other payables mainly included amount due to liquidated subsidiaries or disposed subsidiaries amounted to RMB16,484,934,000 (31 December 2025: RMB12,030,891,000) and deposits received from customers amounted to RM B3,114,276,000 (31 December 2025: RMB2,815,408,000). Except this, the residual amounts mainly included deposits from constructors, rental deposits from tenants and hotel customers, payables for equity interest, and fees collected from customers on behalf of government agencies.
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– 24 – 6 A DISPOSAL GROUP OF ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE As at 30 June 2026 and 31 December 2025, the completion of certain debt settlement arrangements entered into during 2024 was pending the Group’s satisfaction of necessary conditions precedent. The Group’s investment properties associated with these arrangements were amounted to approximately RM B15.0 million as at that date. During the year ended 31 December 2025, the Group entered into several equity transfer agreement and supplementary agreements with an independent third party, pursuant to which the Group conditionally agreed to sell and the independent third parties conditionally agreed to purchase 100% equity interest in a property development company, an indirect non-wholly-owned subsidiary of the Company, for a consideration of RM B596.3 million. The Group is currently in the process of clearance and settlement of certain liabilities, including project related payments with the independent third party. Such related matters remained outstanding as at 30 June 2026 and 31 December 2025. In these regards, the management of the Group classified the group of relevant assets and liabilities as assets and liabilities held for sale and is presented separately in the interim condensed consolidated statement of financial position as at 30 June 2026. The major classes of assets and liabilities classified as held for sale are as follows: At 30 June 2026 RMB’000 (Unaudited) Property and equipment 247 Investment properties 1,474,433 Intangible assets 20 Inventories 386,516 Trade and other receivables and prepayments 148,199 Deferred income tax assets 442,594 Cash and cash equivalents 4,646 Assets of a disposal group classified as held for sale 2,456,655 Trade and other payables 940,848 Contract liabilities 266,832 Deferred income tax liabilities 46,878 Borrowings 739,852 Liabilities of a disposal group classified as held for sale 1,994,410
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– 25 – 7 BORROWINGS 30 June 2026 31 December 2025 RMB’000 RMB’000 (Unaudited) (Audited) Borrowings included in non-current liabilities Long-term borrowings – secured 97,796,311 102,831,746 Long-term borrowings – unsecured 12,853,033 12,610,174 Senior notes – secured 20,438,295 18,959,386 Medium-term notes – unsecured 2,661,000 3,040,000 Long-term bonds – secured 18,863,134 18,863,234 152,611,773 156,304,540 Less: Portion of long-term borrowings due within one year (71,737,526) (79,438,054) Portion of medium-term notes due within one year (2,661,000) (3,040,000) Portion of long-term bonds due within one year (13,435,118) (10,121,712) Amounts due within one year (87,833,644) (92,599,766) 64,778,129 63,704,774 Borrowings included in current liabilities Short-term borrowings – secured 18,540,550 18,805,741 Short-term borrowings – unsecured 4,711,616 6,876,638 Private placement notes 279,250 279,250 Current portion of non-current borrowings 87,833,644 92,599,766 111,365,060 118,561,395 8 EXPENSES BY NATURE Six months ended 30 June 2026 2025 RMB’000 RMB’000 (Unaudited) (Unaudited) Cost of properties sold and others 8,917,278 11,567,024 Taxes and surcharges 44,929 93,361 Staff costs – including directors’ emoluments 1,841,145 1,999,138 Advertising, promotion and commission costs 252,166 383,621 Direct expenses arising from hotel operation 359,507 378,666 Corporate and office expenses 299,203 486,814 Consulting fee 45,567 58,083 Depreciation and amortisation 390,929 339,918 Amortisation of right-of-use assets 60,580 70,597 Penalties 353,306 440,050 Provision for impairment losses on financial assets 803,660 1,758,075 Provision for impairment losses on properties under development and completed properties held for sale 491,279 2,382,326 Impairment losses on intangible assets 8,000 34,742 Other expenses 464,156 207,244 14,331,705 20,199,659
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– 26 – 9 OTHER (LOSSES)/GAINS AND OTHER INCOME – NET Six months ended 30 June 2026 2025 RMB’000 RMB’000 (Unaudited) (Unaudited) Other income Government grants received 9,751 10,429 Other gains/(losses) – net Penalty income (Note) 12,674 24,585 Net losses on disposal of subsidiaries with loss of control (475,512) (45,244) Net (losses)/gains on liquidation of subsidiaries (594,734) 385,550 Net gains on liquidation of a joint venture 120,326 – Loss on impairment of assets classified as held for sale – (73,333) Net losses on restructuring of certain PRC on-shore debts (21,816) – Net gains on debt capitalisation 409,964 – Gain on derivative financial instruments 50,797 – Others 75,805 55,054 (422,496) 346,612 (412,745) 357,041 Note: Penalty income represents penalty received from property buyers who do not execute sales and purchase agreements on property sales or from tenants who early terminate tenancy agreements. 10 FINANCE COSTS – NET Six months ended 30 June 2026 2025 RMB’000 RMB’000 (Unaudited) (Unaudited) Finance income – interest income on short-term bank deposits (22,155) (29,935) Interest on bank and other borrowings 4,809,315 5,001,188 Interest charges paid/payable for lease liabilities 920 1,430 4,810,235 5,002,618 Net foreign exchange gains (Note) (1,180,371) (1,079,303) Less: interest capitalised (1,308,080) (712,683) Finance costs 2,321,784 3,210,632 Net finance costs 2,299,629 3,180,697 Note: Net foreign exchange gains is mainly derived from the translation of foreign currency borrowings.
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– 27 – 11 INCOME TAX EXPENSE Six months ended 30 June 2026 2025 RMB’000 RMB’000 (Unaudited) (Unaudited) Current income tax – PRC enterprise income tax 38,907 402,530 – PRC land appreciation tax 49,942 494,678 88,849 897,208 Deferred income tax – PRC enterprise income tax 40,020 11,536 128,869 908,744 (a) Hong Kong profits tax Hong Kong Profits Tax is calculated at 16.5% of the estimated assessable profits. (b) PRC enterprise income tax PRC enterprise income tax is almost provided for at 25% of the profits for the PRC statutory financial reporting purpose, adjusted for those items which are not assessable or deductible for PRC enterprise income tax purposes. (c) PRC land appreciation tax PRC land appreciation tax is levied at progressive rates ranging from 30% to 60% on the appreciation of land value, being the proceeds from sales of properties less deductible expenditures including cost of land use rights, borrowing costs, business taxes and all property development expenditures. The tax is incurred upon transfer of property ownership. (d) PRC withholding income tax According to the new Enterprise Income Tax Law of the PRC, starting from 1 January 2008, a 10% withholding tax will be levied on the immediate holding companies outside the PRC when their PRC subsidiaries declare dividend out of profits earned after 1 January 2008. A lower 5% withholding tax rate may be applied when the immediate holding companies of the PRC subsidiaries are established in Hong Kong according to the tax treaty arrangement between the PRC and Hong Kong. Gain on disposal of an investment in the PRC by overseas holding companies and intra-group charges to the PRC subsidiaries by overseas subsidiaries may also be subject to withholding tax of 10%. 12 DIVIDENDS No interim dividend for the six months ended 30 June 2026 was proposed by the Board (six months ended 30 June 2025: Nil).
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– 28 – 13 LOSS PER SHARE Basic loss per share is calculated by dividing the loss attributable to the equity holders of the Company by the weighted average number of ordinary shares in issue during the period. Six months ended 30 June 2026 2025 (Unaudited) (Unaudited) Loss attributable to the equity holders of the Company (RMB’000) (6,187,418) (8,934,138) Weighted average number of ordinary shares (thousands) 9,334,489 3,787,569 Basic loss per share (RMB) (0.66) (2.36) Diluted loss per share is calculated by adjusting the weighted average number of ordinary shares in issue for the potential dilutive effect caused by the shares granted under the Share Award Scheme and the shares converted under the mandatory convertible bonds (“MCB”) assuming they were exercised. Diluted loss per share is presented as basic loss per share for the six months ended 30 June 2026 and 2025 as the effect caused by the shares granted under the Share Award Scheme and the shares converted under the MCB is anti-dilutive. 14 COMMITMENTS Commitments for capital and property development expenditure 30 June 2026 31 December 2025 RMB’000 RMB’000 (Unaudited) (Audited) Contracted but not provided for – Property and equipment 441,335 476,598 – L and use rights (including those related to associated companies and joint ventures) 3,447,820 3,457,820 – Properties being developed by the Group for sale 21,609,359 22,648,661 25,498,514 26,583,079 15 EVENTS AFTER THE REPORTING PERIOD (a) Subsequent to the reporting period and up to the date of approval of these interim condensed consolidated financial statements, a total number of 570,575,130 new shares were issued at the conversion price of HK$6 per share pursuant to the conversion of the MCB due 2026 issued on 21 July 2025, which accounted for 5.8% of the total number of issued shares before the relevant event. (b) A winding-up petition against the Company (the “Petition”) dated 27 August 2026 was filed by a third-party company at the High Court of Hong Kong in connection with the judgement debts arising from four judgments issued by Mainland Chinese courts. The High Court has set the first hearing date for the Petition on 11 November 2026.
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– 29 – CORPORATE GOVERNANCE CODE The Company complied with the code provisions set out in the Corporate Governance Code contained in Appendix C1 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) throughout the six months ended 30 June 2026, except for the following deviations: (a) Code provision C .1.7 – The Company should arrange appropriate insurance cover for legal action against its directors (the “Directors”). The Company has not yet made this insurance arrangement as director liability insurance with a reasonable insurance premium while providing adequate suitable security to Directors has not yet been identified on the market. (b) Code provision C.2.1 – The roles of chairman and chief executive should be separate and should not be performed by the same individual. The Company believes that Mr. Hui Sai Tan, Jason’s dual roles as Chairman of the board of Directors (the “Board”) and President of the Company will enable the Group to execute its business strategies effectively and facilitate daily operations. Although the responsibilities of the Chairman and the President are vested in one person, all major decisions are made in consultation with the Management and the Board. The Board considers that there is a sufficient balance of power and enhances the efficiency of the operation of the Group. The Board currently comprises two Executive Directors, one Non-executive Director and three Independent Non-executive Directors and, therefore, has a strong independent element in its composition. DIRECTORS’ SECURITIES TRANSACTIONS The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) set out in Appendix C3 to the Listing Rules as the code of conduct regarding securities transactions by the Directors. The Company has made specific enquiry of all Directors and all Directors confirmed that they had complied with the required standard set out in the Model Code throughout the six months ended 30 June 2026. PURCHASE, SALE OR REDEMPTION OF LISTED SECURITIES During the six months ended 30 June 2026, neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the Company’s listed securities. INTERIM DIVIDEND The Board did not recommend the payment of any interim dividend for the six months ended 30 June 2026 (for the six months ended 30 June 2025: Nil).
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– 30 – REVIEW OF INTERIM RESULTS The Audit Committee of the Company has reviewed the unaudited interim condensed consolidated financial statements of the Group for the six months ended 30 June 2026. On behalf of the Board Shimao Group Holdings Limited Hui Sai Tan, Jason Chairman and President Hong Kong, 28 August 2026 As at the date of this announcement, the Board comprises two Executive Directors, namely, Mr. Hui Sai Tan, Jason (Chairman and President) and Mr. Zhao Jun; one Non-executive Director, namely, Ms. Hui Mei Mei, Carol; and three Independent Non-executive Directors, namely, Mr. Lyu Hong Bing, Mr. Lam Ching Kam and Mr. Fung Tze Wa.