华音国际控股中期报告2024/25

()( Incorporated in Bermuda with limited liability )Stock Code989 Contents目 錄 Corporate InformationManagement Discussion and AnalysisReport on Review of Interim Financial InformationCondensed Consolidated Statement of Profit or LossCondensed Consolidated Statement of Comprehensive IncomeCondensed Consolidated Statement of Financial PositionCondensed Consolidated Statement of Changes in EquityCondensed Consolidated Statement of Cash FlowsNotes to the Condensed Consolidated Financial StatementsOther Information253336373840414397 Corporate Information BOARD OF DIRECTORS Executive Directors CUI Xintong(Chairperson)LI Junjie(Chief Executive Officer)CONG PeifengXU Yingchuan Non-executive Directors CUI Mindong Independent Non-executive Directors TSANG Hung KeiWANG XiaochuWANG Xueguang BOARD COMMITTEES Audit Committee TSANG Hung Kei(Chairperson)WANG XiaochuWANG Xueguang Remuneration Committee TSANG Hung Kei(Chairperson)CUI XintongWANG XiaochuWANG Xueguang Nomination Committee CUI Xintong(Chairperson)TSANG Hung KeiWANG XiaochuWANG Xueguang COMPANY SECRETARY NG Man Kit Micky REGISTERED OFFICE Clarendon House2 Church StreetHamilton HM 11Bermuda Clarendon House2 Church StreetHamilton HM 11Bermuda HEAD OFFICE AND PRINCIPAL PLACE OFBUSINESS IN HONG KONG 26131305(852) 2209 2888(852) 2209 2988http://www.huayininternational.com Room 1305, 13th FloorChina Resources BuildingNo. 26 Harbour RoadWanchai, Hong KongTel: (852) 2209 2888Fax: (852) 2209 2988Website: http://www.huayininternational.com PRINCIPAL SHARE REGISTRAR MUFG Fund Services (Bermuda) Limited4th Floor North, Cedar House41 Cedar AvenueHamilton HM 12Bermuda MUFG Fund Services (Bermuda) Limited4th Floor North, Cedar House41 Cedar AvenueHamilton HM 12Bermuda Corporate Information HONG KONG BRANCH SHARE REGISTRAR Tricor Abacus Limited17/F, Far East Finance Centre,16 Harcourt RoadHong Kong HONG KONG LEGAL ADVISOR Michael Li & Co. AUDITOR Forvis Mazars CPA LimitedCertified Public Accountants PRINCIPAL BANKERS Hang Seng Bank Limited STOCK CODE 989 989 Management Discussion and Analysis OVERVIEW AND OUTLOOK In the past, the Group has been carrying out debt and equityfinancing (including the issuance of convertible bonds andordinary shares) to raise funding for its operational needs. TheGroup’s management reviews the Group’s debt and capitalstructure, including its gearing level, on a timely basis. Based onour recent review, the Group’s management is of the view that itis necessary to balance its overall capital structure through theredemption of existing debts, which includes bank and otherloans, shareholder’s loans and convertible bonds. During the second half of the financial year, the Group hasstrived to reduce the level of debts at both onshore and offshorelevel. In April 2024, the Group entered into a loan capitalisationagreement (the “Loan Capitalisation Agreement”) with GroundInvestment Holding Group (Hong Kong) Co., Limited. However,to the best information and knowledge of the Company, it isbelieved that there is minimal chance for the requisite approvalsto be obtained on or before 31 December 2024 (being thelong stop date for the completion of the Loan CapitalisationAgreement). Accordingly, the Loan Capitalisation Agreement hasbeen terminated pursuant to a deed of termination on 4 October2024. Please refer to the announcements of the Company dated14 May 2024, 4 October 2024 and the circular of the Companydated 29 June 2024 for further details. Management Discussion and Analysis OVERVIEW AND OUTLOOK (continued) 188,034.91588,462.56408,000,000 Subsequent to the interim period ended 30 September 2024,in October 2024, the Group as vendor entered into an equitytransfer agreement (the “Equity Transfer Agreement”) with anindependent third party as purchaser to conditionally disposeof its entire equity interests in Jilin Province Ground TourismDevelopment Company Limited for a nominal consideration ofRMB1. Jilin Province Ground Tourism Development CompanyLimited has a cultural tourism property project in Fusong County,Baishan City, Jilin Province (the “Fusong Property Project”).The Fusong Property Project has its first phase with GFA of88,034.91 sq.m suspended for construction and the remainingland parcels with GFA of 588,462.56 sq.m are held for futuredevelopment. As the current financing market remains tight, theGroup’s financial position and cash flows is not in a position tomeet the expected future cash flow commitment on the project.At the same time the project company has outstanding bankand other loans of approximately RMB408 million, all of whichhas become due. The Board considered it is appropriate todivest the Fusong Property Project in order to (among others)alleviate the Group’s debt and financing costs burden. Furtherdetails of the Equity Transfer Agreement are set out in theCompany’s announcement dated 25 October 2024 and circularof the Company to be dated 29 November 2024. (i)200.051.00(ii)1.000.010.99(iii)0.