(Incorporated in Bermuda with limited liability) （於百慕達註冊成立之有限公司） (Stock Code 股份代號: 61) NOTIFICATION LETTER 通知信函 Date as postmarked GREEN LEADER HOLDINGS GROUP LIMITED 綠領控股集團有限公司 Dear Non-registered Shareholder(s) (Note 1) , Green Leader Holdings Group Limited (the "Company") – Notice of publication of Interim Report 2025 (the "Current Corporate Communication") The English and Chinese versions of the Company's Current Corporate Communications are now available on the Company's website at www.irasia.com/listc ...

(Incorporated in Bermuda with limited liability) （於百慕達註冊成立之有限公司） (Stock Code 股份代號: 61) NOTIFICATION LETTER 通知信函 Date as postmarked GREEN LEADER HOLDINGS GROUP LIMITED 綠領控股集團有限公司 Actionable Corporate Communications refer to any corporate communications that seek instructions from the shareholders on how they wish to exercise their rights or make elections as shareholders. 各位登記股東： Dear Registered Shareholders, Green Leader Holdings Group Limited (the "Company") – Notice of publication of Interim Report 2025 ( ...

INTERIM REPORT 2025 中期報告 INTERIM REPORT 2025 中期報 告 CONTENTS 目錄 Corporate Information 公司資料 Management Discussion and Analysis 管理層討論及分析 Other Information 其他資料 Condensed Consolidated Statement of Profit or Loss 簡明綜合損益表 Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income 簡明綜合損益及其他全面收益表 Condensed Consolidated Statement of Financial Position 簡明綜合財務狀況表 Condensed Consolidated Statement of Changes in Equity 簡明綜合權益變動表 Condensed Consolidated Statement of Cash Flows 簡明綜合現金流量表 Notes to the ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年8月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 綠領控股集團有限公司 呈交日期: 2025年9月2日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00061 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,000,000,000 | HKD | | 0.001 | HKD | | 2,000,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 2,000,000,000,000 | HKD | | 0.001 | HKD | | 2,000,000, ...

Core Insights - Green Leader Holdings (00061.HK) reported a revenue of HKD 70.34 million for the six months ending June 30, 2025, representing a year-on-year decrease of 3.8% [1] - The gross profit was HKD 4.691 million, showing a significant decline of 60.4% compared to the previous year [1] - The company recorded a loss attributable to shareholders of HKD 170 million, contrasting with a profit of HKD 1.726 billion in the same period last year [1] - The decrease in gross profit and gross margin was primarily due to a reduction in the average selling price of processed coal products during the period [1]

Core Viewpoint - *ST Meigu's financial performance for the first half of 2025 shows significant declines in revenue and net profit, indicating increased short-term debt pressure and poor operational efficiency [1]. Financial Performance Summary - Total revenue for the first half of 2025 was 482 million yuan, a decrease of 10.55% year-on-year [1]. - The net profit attributable to shareholders was -83.39 million yuan, down 33.67% compared to the previous year [1]. - In Q2 2025, total revenue was 245 million yuan, reflecting a year-on-year decline of 7.51% [1]. - The net profit for Q2 2025 was -42.21 million yuan, a decrease of 19.33% year-on-year [1]. Key Financial Ratios - Gross margin stood at 20.96%, down 22.43% year-on-year [1]. - Net margin was -20.87%, a significant drop of 87.93% compared to the previous year [1]. - Total expenses (selling, administrative, and financial) amounted to 155 million yuan, accounting for 32.08% of revenue, a decrease of 7.12% year-on-year [1]. - Earnings per share were -0.11 yuan, down 37.5% year-on-year [1]. Cash Flow and Debt Analysis - Cash flow per share was 0.02 yuan, a decline of 81.26% year-on-year [1]. - The current ratio was 0.39, indicating rising short-term debt pressure [1]. - The company had a total of 1.17 billion yuan in cash and cash equivalents, a slight increase of 3.99% year-on-year [1]. - Interest-bearing liabilities were 1.062 billion yuan, down 12.42% year-on-year [1]. Historical Performance Insights - The company's historical return on invested capital (ROIC) has been weak, with a median of 3.76% over the past decade [4]. - The worst year for ROIC was 2022, with a value of -61.52% [4]. - The company has reported losses in 8 out of 28 annual reports since its listing, indicating a challenging financial history [4]. Business Model and Operational Concerns - The company's performance is primarily driven by marketing efforts, necessitating a deeper analysis of the underlying drivers [4]. - Cash flow metrics indicate potential liquidity issues, with cash as a percentage of total assets at only 5.27% and cash to current liabilities at 13.41% [4]. - The financial expense ratio relative to the average operating cash flow over the past three years is concerning, at 54.05% [4].

Core Viewpoint - Green Leader Holdings (00061) reported a significant shift from profit to loss in its interim results for the six months ending June 30, 2025, with a shareholder loss of HKD 170 million compared to a profit of HKD 1.726 billion in the same period last year [1] Financial Performance - The company achieved revenue of HKD 70.34 million, representing a year-on-year decrease of 3.81% [1] - The basic loss per share was HKD 0.323 [1] Revenue Decline Factors - The decrease in revenue was attributed to a reduction in the average selling price of processed coal products [1]

Group 1 - The company reported a revenue of HKD 70.34 million for the six months ending June 30, 2025, representing a year-on-year decrease of 3.81% [1] - The loss attributable to shareholders amounted to HKD 170 million, a significant decline from a profit of HKD 1.726 billion in the same period last year [1] - The basic loss per share was HKD 0.323 [1] Group 2 - The decrease in revenue was attributed to a reduction in the average selling price of processed coal products [1]

[Interim Results Announcement](index=1&type=section&id=%E4%B8%AD%E6%9C%9F%E6%A5%AD%E7%B8%BE%E5%85%AC%E5%91%8A) [Financial Highlights](index=1&type=section&id=%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) The Group announced its unaudited condensed consolidated interim financial information for the six months ended June 30, 2025, showing decreases in revenue and gross profit, a significant shift from profit to loss, and a substantial increase in loss | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) (Restated) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Revenue | 70,340 | 73,125 | (2,785) | | Gross Profit | 4,691 | 11,851 | (7,160) | | (Loss)/Profit for the period | (169,763) | 1,710,061 | (1,879,824) | | (Loss)/Profit for the period attributable to owners of the Company | (169,763) | 1,726,335 | (1,896,098) | [Condensed Consolidated Statement of Profit or Loss](index=2&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E8%A1%A8) [Performance of Continuing Operations](index=2&type=section&id=%E6%8C%81%E7%BA%8C%E7%B6%93%E7%87%9F%E6%A5%AD%E5%8B%99%E8%A1%A8%E7%8F%BE) The Group's continuing operations recorded a significant loss in the first half of 2025, primarily due to decreased revenue, reduced gross profit, and a substantial increase in finance costs | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) (Restated) | | :--- | :--- | :--- | | Revenue | 70,340 | 73,125 | | Cost of Sales | (65,649) | (61,274) | | Gross Profit | 4,691 | 11,851 | | Other Operating Income | 702 | 4,215 | | Administrative and Other Operating Expenses | (5,566) | (5,484) | | Finance Costs | (169,010) | (109,650) | | Loss Before Tax | (168,877) | (99,068) | | Loss for the period from continuing operations | (169,763) | (101,909) | [Performance of Discontinued Operations](index=2&type=section&id=%E5%B7%B2%E7%B5%82%E6%AD%A2%E7%B6%93%E7%87%9F%E6%A5%AD%E5%8B%99%E8%A1%A8%E7%8F%BE) In the same period of 2024, the Group recorded a substantial profit from discontinued operations, mainly from the deemed disposal of Shanxi Coal Group, with no such business in 2025 | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) (Restated) | | :--- | :--- | :--- | | Profit for the period from discontinued operations | – | 1,811,970 | [(Loss)/Profit for the period attributable to owners of the Company](index=2&type=section&id=%E6%9C%AC%E5%85%AC%E5%8F%B8%E6%93%81%E6%9C%89%E4%BA%BA%E6%87%89%E4%BD%B5%E6%9C%9F%E5%85%A7%EF%BC%88%E虧%E6%90%8D%EF%BC%89%E2%88%95%E6%BA%A2%E5%88%A9) The loss attributable to owners of the Company significantly shifted from a profit in the prior year to a loss in 2025, mainly due to expanded losses from continuing operations and no profit contribution from discontinued operations | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) (Restated) | | :--- | :--- | :--- | | (Loss)/Profit for the period attributable to owners of the Company | (169,763) | 1,726,335 | | Loss for the period from continuing operations attributable to owners of the Company | (169,763) | (101,909) | | Profit/(Loss) for the period from discontinued operations attributable to owners of the Company | – | 1,828,244 | [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=4&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) [Total Comprehensive (Expense)/Income for the Period](index=4&type=section&id=%E6%9C%9F%E5%85%A7%E5%85%A8%E9%9D%A2%EF%BC%88%E9%96%8B%E6%94%AF%EF%BC%89%E2%88%95%E6%94%B6%E5%85%A5%E7%B8%BD%E9%A1%8D) The Group's total comprehensive income for the period shifted from income in 2024 to an expense in 2025, primarily due to the loss for the period and negative exchange differences from overseas operations | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) | | :--- | :--- | :--- | | (Loss)/Profit for the period | (169,763) | 1,710,061 | | Exchange differences on translation of overseas operations | (23,654) | 20,807 | | Total comprehensive (expense)/income for the period | (193,698) | 1,899,775 | | Total comprehensive (expense)/income for the period attributable to owners of the Company | (193,698) | 1,913,966 | [Condensed Consolidated Statement of Financial Position](index=5&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) [Assets and Liabilities Position](index=5&type=section&id=%E8%B3%87%E7%94%A2%E8%B2%A0%E5%82%B5%E7%8B%80%E6%B3%81) As of June 30, 2025, the Group's net current liabilities and total capital deficit both significantly increased, indicating a continuous deterioration in financial health | Metric | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Non-current Assets | 4,987 | 5,842 | | Current Assets | 66,945 | 143,713 | | Current Liabilities | 2,585,594 | 2,183,915 | | Net Current Liabilities | (2,518,649) | (2,040,202) | | Total Assets Less Current Liabilities | (2,513,662) | (2,034,360) | | Total Capital Deficit | (2,674,000) | (2,480,302) | | Non-current Liabilities | 160,338 | 445,942 | [Notes](index=7&type=section&id=%E9%99%84%E8%A8%BB) [1. General Information](index=7&type=section&id=1.%20%E4%B8%80%E8%88%AC%E8%B3%87%E6%96%99) The Group primarily engages in cassava starch, coal, and IT product sales and system integration services, facing severe going concern issues including substantial accumulated losses and overdue debts - The Group's principal businesses include cassava starch deep processing, coal processing and sales, and information technology product sales and system integration services[10](index=10&type=chunk) | Financial Position | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Net Loss for the period | 169,763 | – | | Accumulated Losses | 12,028,694 | 11,858,931 | | Current Liabilities Exceeding Current Assets | 2,518,649 | 2,040,202 | | Total Liabilities Exceeding Total Assets | 2,674,000 | 2,480,302 | | Total Borrowings | 1,285,031 | 1,250,427 | | Cash and Cash Equivalents | 6,129 | 2,016 | - The Group has multiple overdue or soon-to-be-due debts, including **US$40 million** in 2017 convertible bonds, other payables related to subsidiary acquisitions of approximately **HKD 131 million**, and amounts payable to associates of approximately **HKD 489 million**, posing significant going concern uncertainties[14](index=14&type=chunk)[15](index=15&type=chunk)[16](index=16&type=chunk) [2. Principal Accounting Policies](index=10&type=section&id=2.%20%E4%B8%BB%E8%A6%81%E6%9C%83%E8%A8%88%E6%94%BF%E7%AD%96) The interim financial information is prepared on a historical cost basis, applying revised HKFRSs with no significant impact on financial performance or position - The interim financial information is prepared on a historical cost basis and has applied revised Hong Kong Financial Reporting Standards, but with no material impact on the Group's financial position and performance[19](index=19&type=chunk)[20](index=20&type=chunk)[21](index=21&type=chunk) [3. Segment Information](index=10&type=section&id=3.%20%E5%88%86%E9%83%A8%E8%B3%87%E6%96%99) The Group's continuing operations are primarily divided into coal business, system integration services and software solutions, and cassava starch business, with coal being the main revenue source but experiencing a significant decline in segment profit - The Group's continuing operations are divided into coal business, system integration services and software solutions, and cassava starch business[24](index=24&type=chunk) | Segment | 2025 Revenue (HKD thousands) | 2024 Revenue (HKD thousands) (Restated) | | :--- | :--- | :--- | | Coal Business | 70,340 | 73,125 | | System Integration Services and Software Solutions | – | – | | Cassava Starch Business | – | – | | Total | 70,340 | 73,125 | | Segment | 2025 Segment Profit/(Loss) (HKD thousands) | 2024 Segment Profit/(Loss) (HKD thousands) (Restated) | | :--- | :--- | :--- | | System Integration Services and Software Solutions | 617 | (51) | | Coal Business | 3,764 | 11,376 | | Cassava Starch Business | – | (7) | | Total | 4,381 | 11,318 | | Segment Assets | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | System Integration Services and Software Solutions | 1,788 | 1,779 | | Coal Business | 60,700 | 119,809 | | Cassava Starch Business | 101 | 43 | | Total Segment Assets | 62,589 | 121,631 | | Total Consolidated Assets | 71,932 | 149,555 | | Segment Liabilities | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | System Integration Services and Software Solutions | 3,710 | 3,982 | | Coal Business | 21,143 | 67,151 | | Cassava Starch Business | 3,118 | 3,118 | | Total Segment Liabilities | 27,971 | 74,251 | | Total Consolidated Liabilities | 2,745,932 | 2,629,857 | [4. Revenue and Other Operating Income](index=13&type=section&id=4.%20%E6%94%B6%E5%85%A5%E5%8F%8A%E5%85%B6%E4%BB%96%E7%B6%93%E7%87%9F%E6%94%B6%E7%9B%8A) The Group's revenue primarily derives from coal business, with coal product sales accounting for the majority, all from the Chinese market, while other operating income includes derecognition gains and government grants | Type of Goods or Services | 2025 (HKD thousands) | 2024 (HKD thousands) (Restated) | | :--- | :--- | :--- | | Sales of Coal Products | 69,460 | 72,015 | | Coal Service Fee Income | 880 | 1,110 | | Total | 70,340 | 73,125 | - All revenue is derived from the People's Republic of China market and recognized at a point in time[32](index=32&type=chunk) | Other Operating Income | 2025 (HKD thousands) | 2024 (HKD thousands) (Restated) | | :--- | :--- | :--- | | Bank Interest Income | 4 | 4 | | Gain on modification of financial liabilities | – | 4,198 | | Government Grants | 51 | 13 | | Gain on derecognition of a subsidiary | 647 | – | | Total | 702 | 4,215 | [5. Finance Costs](index=14&type=section&id=5.%20%E8%9E%8D%E8%B3%87%E6%88%90%E6%9C%AC) The Group's finance costs significantly increased, mainly due to higher effective interest expenses on convertible bonds and interest expenses on other borrowings and payables | Finance Cost Item | 2025 (HKD thousands) | 2024 (HKD thousands) (Restated) | | :--- | :--- | :--- | | Effective interest expense on convertible bonds | 31,799 | 468 | | Interest expense on other borrowings and other payables | 137,163 | 109,128 | | Interest expense on lease liabilities | 48 | 54 | | Total interest expense on financial liabilities | 169,010 | 109,650 | [6. Loss Before Tax](index=15&type=section&id=6.%20%E9%99%A4%E7%A8%85%E5%89%8D%E虧%E6%90%8D) Loss before tax is primarily influenced by depreciation, emoluments of directors and key management, and staff costs, with a reversal of expected credit losses | Item | 2025 (HKD thousands) | 2024 (HKD thousands) (Restated) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 670 | 637 | | Emoluments of directors and chief executive | 1,066 | 1,156 | | Reversal of expected credit losses | (306) | – | | Staff costs | 2,276 | 2,382 | [7. Income Tax Expense](index=15&type=section&id=7.%20%E6%89%80%E5%BE%97%E7%A8%85%E9%96%8B%E6%94%AF) The Group is exempt from income tax in Bermuda, Samoa, and BVI, with no tax provision for Hong Kong and Cambodian subsidiaries due to no taxable profits, and a 25% tax rate for Chinese subsidiaries - The Group is exempt from income tax in Bermuda, Samoa, and the British Virgin Islands[39](index=39&type=chunk) - Hong Kong and Cambodian subsidiaries have not made income tax provisions due to the absence of taxable profits[39](index=39&type=chunk) - Chinese subsidiaries are subject to a tax rate of **25%**[39](index=39&type=chunk) [8. Dividends](index=16&type=section&id=8.%20%E8%82%A1%E6%81%AF) The Company did not pay, declare, or propose any interim dividends for the six months ended June 30, 2025, or 2024 - For the six months ended June 30, 2025, and 2024, the Company did not pay, declare, or propose any interim dividends[40](index=40&type=chunk) [9. Discontinued Operations](index=16&type=section&id=9.%20%E5%B7%B2%E7%B5%82%E6%AD%A2%E7%B6%93%E7%87%9F%E6%A5%AD%E5%8B%99) The Group classified the mining and coal trading businesses of Shanxi Coal Group as discontinued operations, with a significant gain from the deemed disposal of Shanxi Coal Group in the prior year - Following the completion of the reorganization on January 19, 2024, the mining business of Shanxi Coal Group ceased to be a non-wholly owned subsidiary of the Group, and its financial results have been classified as discontinued operations[41](index=41&type=chunk) - The Group decided to terminate the coal trading business within the mining operations, operated through Shanxi Changtong Energy Co, Ltd, to improve profit margins and reallocate resources to the coal processing business[41](index=41&type=chunk) | Analysis of Profit for the period from Discontinued Operations (January 1 to June 30, 2024) | | | :--- | :--- | | Loss for the period from mining operations | (50,931) HKD thousands | | Gain on deemed disposal of Shanxi Coal Group | 1,862,901 HKD thousands | | Profit for the period from discontinued operations | 1,811,970 HKD thousands | [10. (Loss)/Earnings Per Share](index=18&type=section&id=10.%20%E6%AF%8F%E8%82%A1%EF%BC%88%E虧%E6%90%8D%EF%BC%89%E2%88%95%E7%9B%88%E5%88%A9) The Group recorded basic and diluted loss per share in the first half of 2025, contrasting with earnings per share in 2024 due to gains from discontinued operations | (Loss)/Earnings Per Share (HK cents) | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | From continuing and discontinued operations (basic and diluted) | (32.3) | 328.0 | | From continuing operations (basic and diluted) | (32.3) | (19.4) | | From discontinued operations (basic and diluted) | – | 347.4 | | Number of Shares (thousands) | 2025 | 2024 | | :--- | :--- | :--- | | Weighted average number of ordinary shares for basic and diluted (loss)/earnings per share | 526,260 | 526,260 | [11. Trade and Bills Receivables](index=20&type=section&id=11.%20%E8%B2%BF%E6%98%93%E6%87%89%E6%94%B6%E6%AC%BE%E9%A0%85%E5%8F%8A%E6%87%89%E6%94%B6%E7%A5%A8%E6%93%9A) The Group's total trade and bills receivables significantly decreased, with a notable increase in receivables within 30 days, indicating a shift in aging structure - The Group generally grants customers credit terms of **30 to 60 days**, and bills receivable mature within **6 months** from the issue date[49](index=49&type=chunk) | Aging | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Within 30 days | 13,502 | 334 | | 31 to 60 days | 227 | 53,454 | | 61 to 90 days | 234 | 314 | | 91 to 180 days | 231 | 954 | | 181 to 365 days | 2,383 | 394 | | Total | 16,577 | 55,450 | [12. Trade and Other Payables](index=20&type=section&id=12.%20%E8%B2%BF%E6%98%93%E5%8F%8A%E5%85%B6%E4%BB%96%E6%87%89%E4%BB%98%E6%AC%BE%E9%A0%85) The Group's total trade payables significantly decreased, with 31-90 day aging cleared, but amounts over 365 days still persist - The average credit period for purchases of goods is **90 days**[51](index=51&type=chunk) | Aging | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Within 30 days | 11,623 | 19,697 | | 31 to 60 days | – | 19,825 | | 61 to 90 days | – | 2,807 | | 91 to 180 days | 555 | – | | 181 to 365 days | 2,472 | 275 | | Over 365 days | 1,839 | 5,737 | | Total | 16,489 | 48,341 | [13. Share Capital](index=21&type=section&id=13.%20%E8%82%A1%E6%9C%AC) The Company's authorized and issued share capital remained unchanged during the period | Share Capital Type | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Authorized Share Capital | 2,000,000 | 2,000,000 | | Issued and Fully Paid Share Capital | 526 | 526 | [14. Comparative Figures](index=21&type=section&id=14.%20%E6%AF%94%E8%BC%83%E6%95%B8%E5%AD%97) Certain comparative figures have been restated due to disclosure requirements for discontinued operations - Comparative figures in the condensed consolidated statement of profit or loss have been restated due to disclosure requirements for discontinued operations[53](index=53&type=chunk) [Management Discussion and Analysis](index=22&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) [Business Review](index=22&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group maintained stable coal business operations with slightly reduced revenue amidst a challenging global economic environment, while actively exploring opportunities in cassava starch and system integration services [Overview](index=22&type=section&id=%E6%A6%82%E6%B3%81) The first half of 2025 saw a challenging and uncertain global economic environment, yet China's economy demonstrated resilience with a 5.3% GDP growth - The global economic environment in the first half of 2025 faced challenges, including US tariff policies and geopolitical conflicts in the Middle East[55](index=55&type=chunk) - China's economy demonstrated resilience, with GDP growth reaching **5.3%** in the first half of the year[55](index=55&type=chunk) [Coal Business](index=22&type=section&id=%E7%85%A4%E7%82%AD%E6%A5%AD%E5%8B%99) Coal business operations remained stable despite slightly reduced revenue due to weaker market demand, with the Group maintaining resilience through customer relationships, advanced washing technology, and flexible supply arrangements - Coal business revenue slightly decreased compared to the same period in 2024, but overall operations remained stable[56](index=56&type=chunk) - The Group is committed to strengthening long-term cooperation with existing customers, improving coking coal quality through advanced washing processes, and maintaining flexible supply arrangements[56](index=56&type=chunk) - Amidst industry instability, the Group adheres to a prudent operating strategy, focusing on key businesses, ensuring production safety, stable supply chains, and deepening customer cooperation[56](index=56&type=chunk) [Cassava Starch Business](index=23&type=section&id=%E6%9C%A8%E8%96%AF%E6%BE%B1%E7%B2%89%E6%A5%AD%E5%8B%99) The Group is actively seeking business opportunities related to cassava agriculture and deep processing in Cambodia - The Group is actively seeking business opportunities related to cassava agriculture and deep processing in Cambodia[57](index=57&type=chunk) [System Integration Services and Software Solutions](index=23&type=section&id=%E7%B3%BB%E7%B5%B1%E9%9B%86%E6%88%90%E6%9C%8D%E5%8B%99%E5%8F%8A%E8%BB%9F%E4%BB%B6%E8%A7%A3%E6%B1%BA%E6%96%B9%E6%A1%88) The Group is exploring business opportunities related to the system integration services and software solutions segment - The Group is exploring business opportunities related to the system integration services and software solutions segment[58](index=58&type=chunk) [Financial Review](index=23&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group's loss from continuing operations significantly increased in the first half of 2025, primarily due to reduced revenue and gross profit from lower average selling prices of coal products, and a substantial rise in finance costs [Results Review](index=23&type=section&id=%E6%A5%AD%E7%B8%BE%E5%9B%9E%E9%A1%A7) Loss from continuing operations expanded to **HKD 169 million** during the period, mainly due to decreased revenue and gross profit from lower average selling prices of coal products, and a **HKD 59.36 million** increase in finance costs | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) (Restated) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Loss for the period from continuing operations | 169,763 | 101,909 | 67,854 (Increase) | | Revenue | 70,340 | 73,125 | (2,785) (Decrease) | | Gross Profit | 4,691 | 11,851 | (7,160) (Decrease) | | Administrative and Other Operating Expenses | 5,566 | 5,484 | 82 (Increase) | | Finance Costs | 169,010 | 109,650 | 59,360 (Increase) | | Loss for the period from continuing operations attributable to owners of the Company | 169,763 | 101,909 | 67,854 (Increase) | - The increase in finance costs was primarily due to an increase of approximately **HKD 31.331 million** in effective interest expense on convertible bonds and an increase of approximately **HKD 28.035 million** in interest expense on other borrowings and payables[62](index=62&type=chunk) [Liquidity and Financial Resources](index=24&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E5%8F%8A%E8%B2%A1%E5%8B%99%E8%B3%87%E6%BA%90) The Group's total capital deficit and total liabilities continued to increase, rendering the gearing ratio meaningless due to the capital deficit, while cash and cash equivalents increased but remained low [Total Capital Deficit](index=24&type=section&id=%E8%B3%87%E6%9C%AC%E虧%E7%B7%BC%E7%B8%BD%E9%A1%8D) As of June 30, 2025, the Group's total assets, total liabilities, and total capital deficit all indicated a deteriorating financial position | Metric | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Total Assets | 71,932 | 149,555 | | Total Liabilities | 2,745,932 | 2,629,857 | | Total Capital Deficit | 2,674,000 | 2,480,302 | [Gearing Level](index=24&type=section&id=%E8%B3%87%E7%94%A2%E8%B2%A0%E5%82%B5%E6%B0%B4%E5%B9%B3) The Group's gearing ratio is not meaningful due to the existence of a capital deficit - The Group recorded a capital deficit as of June 30, 2025, and December 31, 2024, rendering the gearing ratio not meaningful[65](index=65&type=chunk) [Liquidity](index=24&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91) The Group's cash and cash equivalents increased, but it still had no bank borrowings | Metric | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Total Cash and Cash Equivalents | 6,129 | 2,016 | - The Group had no bank borrowings during both reporting periods[66](index=66&type=chunk) [Management's Opinion on Going Concern](index=25&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E5%B0%8D%E6%8C%81%E7%BA%8C%E7%B6%93%E7%87%9F%E4%B9%8B%E6%84%8F%E8%A6%8B) Management acknowledges significant going concern uncertainties but believes the Group can resolve these issues by implementing its action plan - The Directors acknowledge the existence of significant uncertainties that may cast substantial doubt on the Group's ability to continue as a going concern[67](index=67&type=chunk) - The Group has not received any winding-up petitions or further notices of legal proceedings against the Company, despite some debts being overdue[68](index=68&type=chunk) - Management believes that if the action plan is successfully implemented, the Group will resolve its going concern issues[69](index=69&type=chunk) [Company's Action Plan](index=25&type=section&id=%E6%9C%AC%E5%85%AC%E5%8F%B8%E8%A1%8C%E5%8B%95%E8%A8%88%E5%8A%83) The Group has formulated several action plans to address going concern issues, including negotiating debt repayment extensions, increasing coal business profitability, and seeking external financing - The Group is negotiating with holders of the 2017 convertible bonds, creditors of other payables related to subsidiary acquisitions, associates, and holders of the 2024 convertible bonds to extend repayment due dates[70](index=70&type=chunk) - The Group will take proactive measures to increase the profitability of its coal business to improve operating cash flow and financial position[70](index=70&type=chunk) - The Group is committed to obtaining external financing and/or fundraising opportunities[70](index=70&type=chunk) - The Group's ability to continue as a going concern depends on successfully reaching debt extension agreements, increasing coal business profitability, and securing external financing[72](index=72&type=chunk) [Other Information](index=27&type=section&id=%E5%85%B6%E4%BB%96%E8%B3%87%E6%96%99) [Update on the Company's Action Plan](index=27&type=section&id=%E6%9C%AC%E5%85%AC%E5%8F%B8%E8%A1%8C%E5%8B%95%E8%A8%88%E5%8A%83%E4%B9%8B%E6%9C%80%E6%96%B0%E6%83%85%E6%B3%81) The Company is negotiating with potential investors and major creditors for debt restructuring and repayment extensions, having made preliminary progress, but awaits creditors' consideration of proposed terms - The Company is negotiating potential investment terms with a state-owned enterprise in China (a potential investor) as part of a debt restructuring plan[74](index=74&type=chunk) - The Company has held discussions with 2017 noteholders, other creditors, and associates, and the potential investor has proposed terms to the 2017 noteholders[74](index=74&type=chunk)[78](index=78&type=chunk) - The Company has requested other creditors to refrain from taking action until the potential restructuring is finalized, and currently, no other creditors have taken any action[78](index=78&type=chunk) - The Company has initiated discussions with the 2024 convertible bondholders regarding an extension of the maturity date[78](index=78&type=chunk) | Date | Action | | :--- | :--- | | April to August 2025 | Seeking and negotiating with potential investors for potential restructuring | | April to August 2025 | Negotiating with 2017 noteholders for settlement/extension | | April to September 2025 | Negotiating with other creditors for settlement/extension | | April to September 2025 | Negotiating with the Company's associates for repayment terms of amounts payable to associates | | Before end of December 2025 | Completion of potential restructuring and settlement/extension with 2017 noteholders | | Before end of December 2025 | Execution of extension/settlement agreements with other creditors | | Before end of December 2025 | Execution of agreements with associates regarding repayment terms | [Share Capital and Capital Structure](index=28&type=section&id=%E8%82%A1%E6%9C%AC%E5%8F%8A%E8%B3%87%E6%9C%AC%E6%9E%B6%E6%A7%8B) Details of the Company's share capital changes are provided in Note 13, with no significant changes during the period - Details of the Company's share capital changes are set out in Note 13[76](index=76&type=chunk) [Pledge of Assets](index=28&type=section&id=%E8%B3%87%E7%94%A2%E6%8A%B5%E6%8A%BC) The equity of certain subsidiaries, receivables, and Cambodian land have been pledged for the 2017 convertible bonds - To secure the 2017 convertible bonds, the entire issued share capital of certain subsidiaries of the Company, the Company's shares and convertible loan notes owned by China Energy (Hong Kong) Holdings Limited, receivables due to the Company, and certain land in Cambodia have been pledged[77](index=77&type=chunk) [Foreign Exchange Risk](index=29&type=section&id=%E5%A4%96%E5%8C%AF%E9%A2%A8%E9%9A%AA) The Group currently has no foreign currency hedging policy and anticipates no significant short-term currency risk, but long-term or substantial changes in RMB to HKD exchange rates could impact results - The Group currently has no foreign currency hedging policy and anticipates no significant short-term currency risk[79](index=79&type=chunk) - Long-term or substantial changes in the exchange rate of Renminbi against Hong Kong Dollars may impact the Group's results and financial position[79](index=79&type=chunk) [Treasury Policy](index=29&type=section&id=%E5%BA%AB%E5%8B%99%E6%94%BF%E7%AD%96) The Group funds its operations through internal resources, equity, and/or debt financing activities, considering all favorable financing methods - The Group generally funds its business operations through internally generated resources, equity, and/or proceeds from debt financing activities[80](index=80&type=chunk) [Material Investments and Material Acquisitions and/or Disposals](index=29&type=section&id=%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B3%87%E5%8F%8A%E9%87%8D%E5%A4%A7%E6%94%B6%E8%B3%BC%E5%8F%8A%E2%88%95%E6%88%96%E5%87%BA%E5%94%AE) During the period, the Group held no material investments and made no material acquisitions and/or disposals of subsidiaries, associates, and joint ventures - During the period, the Group held no material investments and made no material acquisitions and/or disposals of subsidiaries, associates, and joint ventures[81](index=81&type=chunk) [Contingent Liabilities and Capital Commitments](index=29&type=section&id=%E6%88%96%E7%84%B6%E8%B2%A0%E5%82%B5%E5%8F%8A%E8%B3%87%E6%9C%AC%E6%89%BF%E6%93%94) As of June 30, 2025, the Group had no material contingent liabilities or capital commitments contracted but not provided for - As of June 30, 2025, and December 31, 2024, the Group had no material contingent liabilities[82](index=82&type=chunk) - The Group had no capital commitments contracted but not provided for in respect of the acquisition of property, plant and equipment as of June 30, 2025[82](index=82&type=chunk) [Employees and Remuneration Policy](index=29&type=section&id=%E5%83%B1%E5%93%A1%E5%8F%8A%E8%96%AA%E9%85%AC%E6%94%BF%E7%AD%96) The Group's employee count slightly decreased, with remuneration policies based on market conditions, individual performance, qualifications, and experience, offering various benefits | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Number of Full-time Employees | 46 | 47 | - The Group determines remuneration based on employee performance, work experience, and current market prices, offering benefits such as Mandatory Provident Fund, insurance, medical allowances, and training programs[83](index=83&type=chunk) [Compliance with Regulations](index=30&type=section&id=%E6%A2%9D%E4%BE%8B%E9%81%B5%E5%AE%88%E6%83%85%E6%B3%81) During the period, the Group experienced no material non-compliance with relevant laws and regulations that significantly impacted its operations - During the period, there were no events of non-compliance with relevant laws and regulations that had a material impact on the Group[84](index=84&type=chunk) [Prospects](index=30&type=section&id=%E5%89%8D%E6%99%AF) For the second half of 2025, the coking coal market is expected to remain in an adjustment phase with prices gradually stabilizing but unlikely to rebound strongly, as the Group maintains a pragmatic and stable operating strategy focused on cost control and operational efficiency - In the second half of 2025, the coking coal market is expected to remain in an adjustment phase, with demand prospects depending on China's macroeconomic recovery, while a moderate rebound in the steel industry may provide some support[85](index=85&type=chunk) - The Group anticipates that coking coal prices are unlikely to rebound strongly in the near term but may gradually emerge from the trough and stabilize[85](index=85&type=chunk) - The Group will continue to adopt a pragmatic and stable operating strategy, prioritizing continuous and stable service to existing customers, and consolidating its professional advantages in coal washing, blending, and coking coal supply[86](index=86&type=chunk) - The Group will further promote cost control, improve operational efficiency, and strengthen internal management to enhance overall risk resistance capabilities[86](index=86&type=chunk) [Purchase, Sale and Redemption of Shares](index=30&type=section&id=%E8%B3%BC%E8%B2%B7%E3%80%81%E5%87%BA%E5%94%AE%E5%8F%8A%E8%B4%96%E5%9B%9E%E8%82%A1%E4%BB%BD) During the period, neither the Company nor its subsidiaries purchased, redeemed, or sold any of the Company's listed securities, and no treasury shares were held at period-end - During the period, neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities[87](index=87&type=chunk) [Standard Code for Securities Transactions by Directors](index=31&type=section&id=%E8%91%A3%E4%BA%8B%E9%80%B2%E8%A1%8C%E8%AD%89%E5%88%B8%E4%BA%A4%E6%98%93%E4%B9%8B%E6%A8%99%E6%BA%96%E5%AE%88%E5%89%87) All directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules throughout the period - All Directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules throughout the period[88](index=88&type=chunk) [Compliance with Corporate Governance Code](index=31&type=section&id=%E9%81%B5%E5%AE%88%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%B8%B8%E8%A6%8F%E5%AE%88%E5%88%99) The Company complied with the Corporate Governance Code during the period, with the exception of the Chairman and CEO roles being held by the same person, an arrangement the Board deems appropriate - Mr Xie Nanyang, the Chairman of the Company, also serves as the Chief Executive Officer, which constitutes a deviation from Code Provision C.2.1 of the Corporate Governance Code[89](index=89&type=chunk) - The Board believes that combining the roles of Chairman and Chief Executive Officer facilitates the execution of business strategies and enhances operational efficiency, and that the Board has an appropriate structure of checks and balances[89](index=89&type=chunk) [Audit Committee Review of Interim Results](index=31&type=section&id=%E5%AF%A9%E6%A0%B8%E5%A7%94%E5%93%A1%E6%9C%83%E5%AF%A9%E9%96%B1%E4%B8%AD%E6%9C%9F%E6%A5%AD%E7%B8%BE) The Audit Committee has reviewed the Group's unaudited condensed consolidated interim financial information for the period - The Audit Committee has reviewed the Group's unaudited condensed consolidated interim financial information for the period[90](index=90&type=chunk) [Publication of Consolidated Interim Results and 2025 Interim Report on HKEX and Company Website](index=32&type=section&id=%E6%96%BC%E8%81%AF%E4%BA%A4%E6%89%80%E5%8F%8A%E6%9C%AC%E5%85%AC%E5%8F%B8%E7%B6%B2%E7%AB%99%E5%88%8A%E7%99%BB%E7%B6%9C%E5%90%88%E4%B8%AD%E6%9C%9F%E6%A5%AD%E7%B8%BE%E5%8F%8A%E4%BA%8C%E9%9B%B6%E4%BA%8C%E4%BA%94%E5%B9%B4%E4%B8%AD%E6%9C%9F%E5%A0%B1%E5%91%8A) This interim results announcement has been published on the HKEX and Company websites, and the 2025 Interim Report will be dispatched to shareholders and published in due course - This interim results announcement has been published on the HKEX website (www.hkexnews.hk) and the Company's website (www.irasia.com/listco/hk/greenleader)[91](index=91&type=chunk) - The 2025 Interim Report, containing all information required by the Listing Rules, will be dispatched to the Company's shareholders and published in due course[91](index=91&type=chunk)

Core Viewpoint - The company Jiaozuo Wanfang is planning to acquire a 99.4375% stake in Sanmenxia Aluminum through a share issuance, with a transaction price of 31.949 billion yuan, marking a significant restructuring and listing effort [1][3][5]. Group 1: Transaction Details - The transaction involves the acquisition of 99.4375% of Sanmenxia Aluminum, down from an initial plan to acquire 100% [3][4]. - The share issuance price has been adjusted from 5.52 yuan to 5.39 yuan per share due to dividend distributions [3][4]. - The total number of shares to be issued is approximately 5.928 billion, representing 83.25% of the total share capital post-transaction [4]. Group 2: Financial Metrics - The transaction price of 31.949 billion yuan is significantly higher than Jiaozuo Wanfang's current market capitalization of 11 billion yuan [7]. - As of the end of 2024, Sanmenxia Aluminum's total assets are projected to be approximately 376.26 billion yuan, while Jiaozuo Wanfang's total assets are expected to be around 80.60 billion yuan, indicating a 466.85% increase in asset value post-acquisition [7]. - The net asset value of Sanmenxia Aluminum is estimated at 203.04 billion yuan, compared to Jiaozuo Wanfang's 62.35 billion yuan, reflecting a 512.44% increase in net asset value [7]. Group 3: Strategic Implications - The acquisition will allow Jiaozuo Wanfang to expand its business into the upstream aluminum industry, creating a complete aluminum material industry chain from alumina to electrolytic aluminum and aluminum processing [5][6]. - The transaction is classified as a related party transaction, with the controlling shareholder shifting from Ningbo Zhongman to Jinjiang Group, while the actual controller remains the same [5][6]. Group 4: Background and Market Context - The orchestrator of this transaction is Zhejiang businessman Dou Zhenggang, who has been actively increasing his stake in Jiaozuo Wanfang [8][9]. - Dou Zhenggang previously attempted to list Sanmenxia Aluminum through a reverse merger with another company, which was unsuccessful [9].