FF301 第 1 頁 共 10 頁 v 1.1.1 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9月30日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 先施有限公司（於香港註冊成立的有限公司） 呈交日期: 2025年10月2日 I. 法定/註冊股本變動 不適用 III.已發行股份及/或庫存股份變動詳情 FF301 II. 已發行股份及/或庫存股份變動 | 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) | 00244 | 說明 | | | | | | | | | | 已發行股份（不包括庫存股份）數目 | | | 庫存股份數目 | | 已發行股份總數 | | | 上月底結存 | | | | 1,313,962,560 | | 0 | | 1,313,962,560 | | 增加 / 減少 (-) | | | | | | | | | | 本月底 ...

[Company Information](index=3&type=section&id=Company%20Information) [Board of Directors and Key Personnel](index=3&type=section&id=Board%20of%20Directors%20and%20Key%20Personnel) This section details Sincere Company Limited's board members, committee structures, and key corporate personnel including auditors and bankers - Board members include Executive Directors Dr. Lam Hiu Lo (Chairman), Ms. So Kiu Wah (Chief Executive Officer), Dr. Yu Lai; Non-executive Director Dr. Tai Tak Fung; Independent Non-executive Directors Mr. Yu Leung Fai, Mr. Chung Chun Hung, Mr. Lam Lam[2](index=2&type=chunk) - The Audit Committee is chaired by Mr. Yu Leung Fai, the Remuneration Committee by Mr. Lam Lam, the Nomination Committee by Mr. Chung Chun Hung, and the Executive Committee by Dr. Lam Hiu Lo[2](index=2&type=chunk) - The independent auditor is Grant Thornton Hong Kong Limited, and principal bankers include DBS Bank (Hong Kong) Limited and Bank of China (Hong Kong) Limited[2](index=2&type=chunk) [Unaudited Condensed Consolidated Financial Statements](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Financial%20Statements) [Condensed Consolidated Statement of Profit or Loss](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) This section presents the condensed consolidated statement of profit or loss for the six months ended June 30, 2025, showing a slight revenue decrease but a narrower loss for the period Key Data from Condensed Consolidated Statement of Profit or Loss | Metric | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 64,308 | 65,050 | | Cost of sales | (33,904) | (29,116) | | Other income and net gains | 10,180 | 10,368 | | Selling and distribution expenses | (34,155) | (33,476) | | General and administrative expenses | (24,126) | (25,091) | | Finance costs | (8,073) | (14,275) | | Loss before income tax | (26,462) | (26,662) | | Loss for the period | (26,468) | (26,662) | | Loss per share attributable to owners of the Company (basic and diluted) | (0.02) HK$ | (0.02) HK$ | - Loss for the period slightly decreased from **HK$26,662 thousand** in the same period of 2024 to **HK$26,468 thousand** in 2025, primarily due to a significant decrease in finance costs[4](index=4&type=chunk) [Condensed Consolidated Statement of Comprehensive Income](index=5&type=section&id=Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) This section discloses the condensed consolidated statement of comprehensive income for the six months ended June 30, 2025, showing a total comprehensive loss of HK$26,423 thousand, a narrower loss than the prior period Key Data from Condensed Consolidated Statement of Comprehensive Income | Metric | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | | :--- | :--- | :--- | | Loss for the period | (26,468) | (26,662) | | Exchange differences on translation of overseas operations | 45 | 5 | | Revaluation surplus on leasehold land and buildings | – | 1,883 | | Total comprehensive loss for the period | (26,423) | (24,774) | | Attributable to owners of the Company | (25,853) | (25,415) | - In H1 2025, exchange differences on translation of overseas operations amounted to **HK$45 thousand**, while H1 2024 included a revaluation surplus of **HK$1,883 thousand** on leasehold land and buildings[5](index=5&type=chunk) [Condensed Consolidated Statement of Financial Position](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) This section presents the condensed consolidated statement of financial position as of June 30, 2025, indicating a significant increase in net current liabilities and a substantial decrease in net assets Key Data from Condensed Consolidated Statement of Financial Position | Metric | As of Jun 30, 2025 (HK$ thousand) | As of Dec 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Non-current assets | 277,125 | 266,636 | | Current assets | 73,097 | 77,306 | | Current liabilities | 268,750 | 81,536 | | Net current liabilities | (195,653) | (4,230) | | Total assets less current liabilities | 81,472 | 262,406 | | Non-current liabilities | 15,505 | 170,016 | | Net assets | 65,967 | 92,390 | | Total equity | 65,967 | 92,390 | - As of June 30, 2025, net current liabilities significantly increased to **HK$195,653 thousand** from **HK$4,230 thousand** as of December 31, 2024, mainly due to related company loans reclassified from non-current to current liabilities[6](index=6&type=chunk) - Net assets decreased from **HK$92,390 thousand** as of December 31, 2024, to **HK$65,967 thousand** as of June 30, 2025[7](index=7&type=chunk) [Condensed Consolidated Statement of Changes in Equity](index=8&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) This section illustrates the condensed consolidated statement of changes in equity for the six months ended June 30, 2025, primarily reflecting the impact of the period's loss on accumulated losses Key Data from Condensed Consolidated Statement of Changes in Equity (Attributable to Owners of the Company) | Metric | As of Jan 1, 2025 (HK$ thousand) | Loss for the Period (HK$ thousand) | Other Comprehensive Income for the Period (HK$ thousand) | As of Jun 30, 2025 (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Share capital | 469,977 | – | – | 469,977 | | Other reserves | 331,830 | – | 831 | 332,661 | | Investment revaluation reserve | (9,194) | – | – | (9,194) | | Accumulated losses | (746,023) | (26,684) | – | (772,707) | | Total reserves | (423,387) | (26,684) | 831 | (449,240) | | Total equity | 92,390 | (26,468) | 45 | 65,967 | - As of June 30, 2025, accumulated losses attributable to owners of the Company increased to **HK$772,707 thousand**, while total equity decreased to **HK$65,967 thousand**[8](index=8&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) This section provides the condensed consolidated statement of cash flows for the six months ended June 30, 2025, showing increased net cash outflow from operating activities and a decrease in period-end cash and cash equivalents Key Data from Condensed Consolidated Statement of Cash Flows | Metric | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | | :--- | :--- | :--- | | Net cash used in operating activities | (14,259) | (2,373) | | Net cash (used in) / generated from investing activities | (1,267) | 9,967 | | Net cash generated from / (used in) financing activities | 13,505 | (87,100) | | Net decrease in cash and cash equivalents | (2,021) | (79,506) | | Cash and cash equivalents at end of period | 8,926 | 13,188 | - Net cash used in operating activities increased from **HK$2,373 thousand** in the same period of 2024 to **HK$14,259 thousand** in 2025, indicating increased cash outflow pressure from operations[9](index=9&type=chunk) - Net cash from financing activities shifted from an outflow of **HK$87,100 thousand** in the same period of 2024 to an inflow of **HK$13,505 thousand** in 2025, primarily influenced by proceeds from related company loans[9](index=9&type=chunk) [Notes to the Condensed Consolidated Interim Financial Statements](index=10&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Interim%20Financial%20Statements) [1. Company Information](index=10&type=section&id=1.%20Company%20Information) This section outlines Sincere Company Limited's registration, main business scope (department stores, securities trading, life insurance), and identifies its direct and ultimate controlling shareholders - The Group's principal activities include operating department stores, securities trading, and providing life insurance, with no change in business scope during the period[10](index=10&type=chunk) - Merryland Holdings Limited is the Company's direct controlling company, with ultimate shareholders being Dr. Lam Hiu Lo (**70%** equity) and Ms. So Kiu Wah (**30%** equity)[10](index=10&type=chunk) [2. Basis of Preparation](index=10&type=section&id=2.%20Basis%20of%20Preparation) This section details the basis of preparation for the condensed consolidated interim financial statements, focusing on the going concern assumption, and outlines management's measures and shareholder support to ensure continued operations despite net current liabilities and losses - The condensed consolidated interim financial statements are prepared in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting' issued by the HKICPA and the Listing Rules of the Stock Exchange[11](index=11&type=chunk) - As of June 30, 2025, the Group recorded a net loss of **HK$26,468 thousand**, net current liabilities of **HK$195,653 thousand**, and cash and bank balances of **HK$8,926 thousand**[15](index=15&type=chunk) - Management has implemented measures to improve profitability, control costs, reduce capital expenditure, negotiate lower rents with landlords, and identify opportunities to realize assets[15](index=15&type=chunk) - Dr. Lam Hiu Lo and Merryland Holdings have committed to providing continuous financial support to the Group for at least twelve months from June 30, 2025, and the Group has unutilized bank facilities of **HK$730 thousand** and related company loan facilities of **HK$80,392 thousand**[15](index=15&type=chunk)[16](index=16&type=chunk) [3. Adoption of New and Revised Hong Kong Financial Reporting Standards](index=13&type=section&id=3.%20Adoption%20of%20New%20and%20Revised%20Hong%20Kong%20Financial%20Reporting%20Standards) This section explains that the adoption of HKAS 21 amendment 'Lack of Exchangeability' had no material impact, and lists new but not yet effective HKFRS standards - The adoption of the HKAS 21 amendment 'Lack of Exchangeability' had no material impact on the Group's condensed consolidated interim financial statements[19](index=19&type=chunk)[20](index=20&type=chunk) - New but not yet effective standards include HKFRS 18 'Presentation and Disclosure in Financial Statements' and HKFRS 19 'Non-publicly Accountable Subsidiaries: Disclosures', which are not expected to have a material impact on the Group's financial statements[21](index=21&type=chunk) [4. Segment Information](index=14&type=section&id=4.%20Segment%20Information) This section discloses the Group's revenue, results, assets, and liabilities by operating segment (department store, securities trading, other) and geography (Hong Kong, UK, other) to assess business unit performance - The Group's operating segments include department store business (providing consumer goods), securities trading (Hong Kong and overseas securities), and other (property rental and life insurance)[22](index=22&type=chunk) Operating Segment Revenue and Results | Segment | 2025 Revenue (HK$ thousand) | 2024 Revenue (HK$ thousand) | 2025 Results (HK$ thousand) | 2024 Results (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Department Store Business | 64,204 | 65,279 | (23,709) | (17,309) | | Securities Trading | – | (329) | (1,253) | (1,340) | | Other | 104 | 100 | (3,415) | (3,628) | | **Total** | **64,308** | **65,050** | **(28,377)** | **(22,277)** | Geographical Segment Revenue | Region | 2025 Revenue (HK$ thousand) | 2024 Revenue (HK$ thousand) | | :--- | :--- | :--- | | Hong Kong | 64,204 | 64,949 | | UK | 104 | 101 | | **Total** | **64,308** | **65,050** | [5. Revenue, Other Income and Net Gains](index=16&type=section&id=5.%20Revenue,%20Other%20Income%20and%20Net%20Gains) This section details the Group's revenue composition, primarily from own goods and counter sales, and other income and net gains, with imputed interest from Win Dynamic grant as a major component Revenue Composition | Revenue Source | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Sales of goods – own goods | 51,460 | 48,944 | | Sales from concessionaire counters and consignment | 12,744 | 16,335 | | Net realized loss on securities trading | – | (330) | | Rental income | 104 | 101 | | **Total Revenue** | **64,308** | **65,050** | Other Income and Net Gains | Income Source | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Bank interest income | 194 | 156 | | Imputed interest income from Win Dynamic grant | 9,426 | 9,424 | | Dividends from financial assets at fair value through profit or loss | 376 | 72 | | Net exchange (loss) / gain | (31) | 26 | | Other | 215 | 690 | | **Total** | **10,180** | **10,368** | - Performance obligations for customer loyalty programs amounted to **HK$1,014 thousand** (2024: **HK$1,202 thousand**), expected to be recognized as revenue within one year[37](index=37&type=chunk) [6. Finance Costs](index=18&type=section&id=6.%20Finance%20Costs) This section discloses finance costs for the six months ended June 30, 2025, showing a significant year-on-year decrease in total finance costs, mainly due to reduced interest on bank and related company loans Finance Costs Composition | Cost Source | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Interest on bank borrowings | 179 | 2,584 | | Interest on lease liabilities | 1,031 | 910 | | Interest on other loans | 6 | 23 | | Interest on related company loans | 6,857 | 10,758 | | **Total Finance Costs** | **8,073** | **14,275** | - Total finance costs decreased by **43.4%** year-on-year, from **HK$14,275 thousand** to **HK$8,073 thousand**[40](index=40&type=chunk) [7. Loss Before Income Tax](index=18&type=section&id=7.%20Loss%20Before%20Income%20Tax) This section lists key deductions impacting the Group's loss before income tax, including employee benefits, depreciation, inventory provisions, and expected credit loss allowances Key Deductions from Loss Before Income Tax | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Employee benefits expense (excluding directors' and chief executive's emoluments) | 18,668 | 16,848 | | Depreciation | 9,831 | 16,670 | | Provision for inventories | 389 | 580 | | Expected credit loss allowance for other receivables | 632 | 626 | | Other charges relating to leased properties | 17,214 | 9,472 | - Depreciation expense decreased from **HK$16,670 thousand** in the same period of 2024 to **HK$9,831 thousand** in 2025[41](index=41&type=chunk) [8. Income Tax Expense](index=19&type=section&id=8.%20Income%20Tax%20Expense) This section explains the current income tax expense, noting no provision for Hong Kong profits tax due to no taxable profit, and other regions' taxes calculated at local rates - No provision for Hong Kong profits tax was made due to no taxable profit during the period[43](index=43&type=chunk) Income Tax Expense | Region | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Hong Kong | – | – | | Other regions | 6 | – | | **Total** | **6** | **–** | [9. Loss Per Share Attributable to Owners of the Company](index=19&type=section&id=9.%20Loss%20Per%20Share%20Attributable%20to%20Owners%20of%20the%20Company) This section calculates basic and diluted loss per share for the six months ended June 30, 2025, noting they are identical due to the absence of potential dilutive ordinary shares - For the six months ended June 30, 2025, basic and diluted loss per share attributable to owners of the Company remained flat at **HK$(0.02)**, consistent with the same period in 2024[45](index=45&type=chunk) - Loss per share is calculated based on the loss attributable to owners of the Company of **HK$26,684 thousand** (2024: **HK$27,260 thousand**) and the weighted average of **1,313,962,560** ordinary shares outstanding during the period[45](index=45&type=chunk) [10. Dividends](index=19&type=section&id=10.%20Dividends) The Board resolved not to declare an interim dividend for the six months ended June 30, 2025 - The Board resolved not to declare an interim dividend for the six months ended June 30, 2025 (2024: nil)[46](index=46&type=chunk) [11. Property, Plant and Equipment](index=19&type=section&id=11.%20Property,%20Plant%20and%20Equipment) This section discloses the net book value and period-end changes of property, plant and equipment (including owned and right-of-use assets), showing an increase in total net book value Changes in Net Book Value of Property, Plant and Equipment | Item | Owned Assets (HK$ thousand) | Right-of-Use Assets (HK$ thousand) | Total (HK$ thousand) | | :--- | :--- | :--- | :--- | | Net book value as of Jan 1, 2025 | 1,764 | 14,319 | 16,083 | | Additions | 1,397 | 274 | 1,671 | | Lease modifications | – | 13,064 | 13,064 | | Depreciation for the period | (567) | (9,264) | (9,831) | | Disposals/write-offs | (40) | – | (40) | | **Net book value as of Jun 30, 2025** | **2,554** | **18,393** | **20,947** | - Total net book value of property, plant and equipment increased from **HK$16,083 thousand** as of January 1, 2025, to **HK$20,947 thousand** as of June 30, 2025, primarily due to lease modifications[47](index=47&type=chunk) [12. Prepayments, Deposits, Other Receivables and Other Assets](index=20&type=section&id=12.%20Prepayments,%20Deposits,%20Other%20Receivables%20and%20Other%20Assets) This section details the composition of prepayments, deposits, other receivables, and other assets, with the Win Dynamic grant as a major component and an increase in expected credit loss allowance Composition of Prepayments, Deposits, Other Receivables and Other Assets | Item | As of Jun 30, 2025 (HK$ thousand) | As of Dec 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Receivable from Win Dynamic grant | 202,527 | 193,101 | | Prepayments, deposits and other receivables | 40,060 | 39,040 | | Other assets | 4,421 | 4,421 | | Expected credit loss allowance | (1,886) | (1,254) | | **Total** | **245,122** | **235,308** | | Classified as non-current portion | 224,255 | 218,630 | | Classified as current portion | 20,867 | 16,678 | - Receivable from Win Dynamic grant increased from **HK$193,101 thousand** as of December 31, 2024, to **HK$202,527 thousand** as of June 30, 2025[48](index=48&type=chunk) - Expected credit loss allowance increased from **HK$1,254 thousand** as of December 31, 2024, to **HK$1,886 thousand** as of June 30, 2025[48](index=48&type=chunk) [13. Trade Payables](index=20&type=section&id=13.%20Trade%20Payables) This section provides an aging analysis of trade payables as of June 30, 2025, showing most payables are within three months, but those aged four to six months significantly increased Aging Analysis of Trade Payables | Aging | As of Jun 30, 2025 (HK$ thousand) | As of Dec 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Current to three months | 30,394 | 38,083 | | Four to six months | 7,794 | 1,195 | | Seven to twelve months | 109 | 55 | | Over one year | 2,013 | 2,059 | | **Total** | **40,310** | **41,392** | - Trade payables aged four to six months significantly increased from **HK$1,195 thousand** as of December 31, 2024, to **HK$7,794 thousand** as of June 30, 2025[50](index=50&type=chunk) [14. Leases](index=21&type=section&id=14.%20Leases) This section outlines the Group's lease contracts as a lessee and discloses the carrying amount and period-end changes of lease liabilities, indicating an increase in total lease liabilities - The Group holds lease contracts for shops and warehouses used in its operations, typically with lease terms ranging from **1 to 3 years**, and some contracts include extension and termination options[52](index=52&type=chunk) Changes in Carrying Amount of Lease Liabilities | Item | H1 2025 (HK$ thousand) | Year ended Dec 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Beginning of period/year | 13,643 | 11,913 | | Accreted interest recognized during the period/year | 1,031 | 1,609 | | Payments | (9,843) | (31,997) | | Additions | 274 | 9,389 | | Lease modifications | 13,064 | 22,729 | | **End of period/year** | **18,169** | **13,643** | | Within one year | 9,597 | 7,319 | | Second to fifth year | 8,572 | 6,324 | - Total lease liabilities increased from **HK$13,643 thousand** at year-end 2024 to **HK$18,169 thousand** as of June 30, 2025, primarily due to lease modifications[54](index=54&type=chunk) [15. Bank Borrowings, Other Loans and Related Company Loans](index=22&type=section&id=15.%20Bank%20Borrowings,%20Other%20Loans%20and%20Related%20Company%20Loans) This section details the terms, interest rates, maturity, and collateral of the Group's bank borrowings, other loans, and related company loans, highlighting related company loans as a primary funding source Bank Borrowings | Type | Effective Interest Rate | Maturity Date | As of Jun 30, 2025 (HK$ thousand) | As of Dec 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Secured bank borrowings | HIBOR+1.0% | 2025 | 8,834 | 8,572 | | **Analyzed as: within one year or on demand** | | | **8,834** | **8,572** | - The Group's bank borrowings and facilities are secured by bank balances and time deposits of **HK$11,103 thousand** (December 31, 2024: **HK$11,216 thousand**)[55](index=55&type=chunk) - Related company loans (provided by companies owned **70%** by Dr. Lam and **30%** by Ms. So) are unsecured, bear interest at HIBOR plus **5%** per annum, and are repayable by March 20, 2026[58](index=58&type=chunk) [16. Share Capital](index=23&type=section&id=16.%20Share%20Capital) This section discloses the Company's issued and fully paid share capital, noting no changes for the six months ended June 30, 2025 Share Capital Information | Item | As of Jun 30, 2025 (HK$ thousand) | As of Dec 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Issued and fully paid: 1,313,962,560 ordinary shares | 469,977 | 469,977 | - There were no changes in the Company's share capital for the six months ended June 30, 2025[59](index=59&type=chunk) [17. Related Party Transactions](index=24&type=section&id=17.%20Related%20Party%20Transactions) This section lists significant related party transactions, including professional fees, interest expenses, handling fees, goods sales, and sales commissions, and discloses key management personnel remuneration Related Party Transactions | Transaction Type | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Professional fees paid to fellow subsidiaries | – | 993 | | Interest expense on related company loans | 6,857 | 10,758 | | Handling fees paid to related companies | 1,050 | 1,163 | | Expenses paid to related companies | 1,281 | 1,507 | | Sales of goods to related companies | 70 | 430 | | Sales commissions | 282 | 394 | Key Management Personnel Remuneration | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Short-term employee benefits | 342 | 342 | | Pension contributions | – | – | | **Total** | **342** | **342** | - Interest expense on related company loans decreased from **HK$10,758 thousand** in the same period of 2024 to **HK$6,857 thousand** in 2025[60](index=60&type=chunk) [18. Fair Value Hierarchy of Financial Instruments](index=25&type=section&id=18.%20Fair%20Value%20Hierarchy%20of%20Financial%20Instruments) This section provides the fair value hierarchy for the Group's financial instruments, including equity investments at fair value through other comprehensive income and financial assets at fair value through profit or loss, detailing valuation techniques and significant unobservable inputs for Level 3 measurements Assets Measured at Fair Value | Item | Level 1 (HK$ thousand) | Level 2 (HK$ thousand) | Level 3 (HK$ thousand) | Total (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | **As of Jun 30, 2025** | | | | | | Equity investments at fair value through other comprehensive income | – | – | 6,165 | 6,165 | | Financial assets at fair value through profit or loss | – | 178 | – | 178 | | Other assets | – | 2,000 | – | 2,000 | | **Total** | **–** | **2,178** | **6,165** | **8,343** | | **As of Dec 31, 2024** | | | | | | Equity investments at fair value through other comprehensive income | – | – | 6,165 | 6,165 | | Financial assets at fair value through profit or loss | – | 846 | – | 846 | | Other assets | – | 2,000 | – | 2,000 | | **Total** | **–** | **2,846** | **6,165** | **9,011** | - Equity investments measured at Level 3 fair value use the market approach, adjusted for a **20.4%** discount for lack of marketability[67](index=67&type=chunk) - A **3%** increase/(decrease) in unobservable inputs would result in a (decrease)/increase in other comprehensive income of **HK$201 thousand**[67](index=67&type=chunk) [19. Commitments and Contingent Liabilities](index=27&type=section&id=19.%20Commitments%20and%20Contingent%20Liabilities) This section discloses the Group's outstanding commitments at the end of the reporting period, primarily irrevocable letters of credit Outstanding Commitments | Item | As of Jun 30, 2025 (HK$ thousand) | As of Dec 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Irrevocable letters of credit | 1,536 | 1,581 | [20. Litigation](index=27&type=section&id=20.%20Litigation) This section details significant litigation between the Group and Win Dynamic regarding deed validity and payment, including Win Dynamic's claim of invalidity, a High Court injunction, and mutual claims and defenses, with no trial date yet set - Win Dynamic executed a deed of gift in favor of the Company in 2020, promising approximately **HK$260,443 thousand**, but declared the deed invalid and cancelled it in February 2021[70](index=70&type=chunk)[71](index=71&type=chunk) - The High Court has issued an interim injunction restricting Win Dynamic from disposing of or reducing its assets in Hong Kong, up to the value of the WD proceeds[75](index=75&type=chunk) - The Company and Well Link have claimed against Win Dynamic and Mr. Ma King Hin, seeking specific performance of the deed and a declaration of its validity; Win Dynamic and Mr. Ma counterclaimed for a declaration of invalidity[76](index=76&type=chunk)[77](index=77&type=chunk) - As of June 30, 2025, the carrying amount of the receivable from Win Dynamic grant was **HK$200,641 thousand** (net of expected credit loss allowance), with no trial date yet fixed[85](index=85&type=chunk) [Management Discussion and Analysis](index=32&type=section&id=Management%20Discussion%20and%20Analysis) [Interim Results](index=32&type=section&id=Interim%20Results) This section outlines the Group's main business performance during the review period (H1 2025), including department store operations, securities trading, and life insurance provision - The Group's principal activities during the review period were operating department stores, securities trading, and providing life insurance[86](index=86&type=chunk) [Overall Financial Review](index=32&type=section&id=Overall%20Financial%20Review) This section summarizes the Group's overall financial performance for H1 2025, noting a slight decrease in consolidated revenue but a narrower net loss year-on-year, primarily due to a weak Hong Kong consumer and retail market and reduced finance costs Overall Financial Performance | Metric | H1 2025 (approx.) | H1 2024 (approx.) | Change (approx.) | Change % (approx.) | | :--- | :--- | :--- | :--- | :--- | | Consolidated Revenue | 64,300 HK$ thousand | 65,100 HK$ thousand | (800) HK$ thousand | (1.2%) | | Net Loss | 26,500 HK$ thousand | 26,700 HK$ thousand | (200) HK$ thousand | (0.7%) | | Gross Profit | 30,400 HK$ thousand | 35,900 HK$ thousand | (5,500) HK$ thousand | (15.3%) | - The persistently weak Hong Kong consumer and retail market led to a decline in gross profit for the department store business, but a reduction in finance costs of approximately **HK$6,200 thousand** offset some of the impact[87](index=87&type=chunk) [Revenue](index=32&type=section&id=Revenue%20(MD%26A)) This section details the Group's revenue composition and year-on-year changes for H1 2025, primarily driven by the department store business - Revenue for H1 2025 was approximately **HK$64,300 thousand**, a decrease of approximately **HK$800 thousand** or **1.2%** compared to H1 2024[88](index=88&type=chunk) - Revenue primarily derived from department store operations, amounting to approximately **HK$64,200 thousand** (H1 2024: approximately **HK$65,300 thousand**)[88](index=88&type=chunk) [Other Income and Net Gains](index=32&type=section&id=Other%20Income%20and%20Net%20Gains%20(MD%26A)) This section explains the sources of other income and net gains for H1 2025, primarily from imputed interest on the Win Dynamic grant - Other income and net gains for H1 2025 were approximately **HK$10,200 thousand**, a decrease of approximately **HK$200 thousand** or **1.9%** compared to H1 2024[89](index=89&type=chunk) - Primarily from imputed interest on the Win Dynamic grant, amounting to approximately **HK$9,400 thousand** (H1 2024: approximately **HK$9,400 thousand**)[89](index=89&type=chunk) [Selling and Distribution Expenses](index=33&type=section&id=Selling%20and%20Distribution%20Expenses) This section analyzes the composition and year-on-year increase in selling and distribution expenses for H1 2025, mainly due to higher employee benefits expenses - Selling and distribution expenses for H1 2025 were approximately **HK$34,200 thousand**, an increase of approximately **HK$700 thousand** or **2.1%** compared to H1 2024[90](index=90&type=chunk) - The increase was mainly due to higher employee benefits expenses of approximately **HK$1,100 thousand**[90](index=90&type=chunk) - Key components include depreciation expenses of approximately **HK$8,100 thousand** (H1 2024: approximately **HK$16,400 thousand**) and short-term lease expenses and other occupancy costs of approximately **HK$15,500 thousand** (H1 2024: approximately **HK$7,400 thousand**)[90](index=90&type=chunk) [General and Administrative Expenses](index=33&type=section&id=General%20and%20Administrative%20Expenses) This section analyzes the composition and year-on-year decrease in general and administrative expenses for H1 2025, mainly due to reduced trademark registration fees, partially offset by increased depreciation related to leased warehouses - General and administrative expenses for H1 2025 were approximately **HK$24,100 thousand**, a decrease of approximately **HK$1,000 thousand** or **4.0%** compared to H1 2024[91](index=91&type=chunk) - The decrease was mainly due to no trademark registration fees in H1 2025 (H1 2024: approximately **HK$2,300 thousand**)[91](index=91&type=chunk) [Finance Costs](index=33&type=section&id=Finance%20Costs%20(MD%26A)) This section explains the significant year-on-year decrease in finance costs for H1 2025, primarily due to reduced interest expenses on bank borrowings and related company loans - Finance costs for H1 2025 were approximately **HK$8,100 thousand**, a decrease of approximately **HK$6,200 thousand** or **43.4%** compared to H1 2024[92](index=92&type=chunk) - The decrease was mainly due to reduced interest expenses on bank borrowings of approximately **HK$2,400 thousand** and related company loans of approximately **HK$3,900 thousand**[92](index=92&type=chunk) [Loss Attributable to Owners of the Company](index=33&type=section&id=Loss%20Attributable%20to%20Owners%20of%20the%20Company%20(MD%26A)) This section reports the year-on-year decrease in loss attributable to owners of the Company for H1 2025 - Loss attributable to owners of the Company for H1 2025 was approximately **HK$26,700 thousand**, a decrease of approximately **HK$600 thousand** or **2.2%** compared to H1 2024[93](index=93&type=chunk) [Business Review](index=34&type=section&id=Business%20Review) This section provides a detailed review of the Group's business segment performance, including decreased revenue and increased loss in department store operations, and the loss situation in securities trading [Department Store Business](index=34&type=section&id=Department%20Store%20Business) The department store business saw decreased revenue and increased segment loss in H1 2025, primarily due to a weak Hong Kong retail market, extended promotions, and price reductions, though inventory levels declined - Department store business revenue for H1 2025 was approximately **HK$64,200 thousand**, a decrease of approximately **1.7%** compared to H1 2024, with segment loss increasing to approximately **HK$23,700 thousand**, a year-on-year increase of approximately **HK$6,400 thousand** or **37.0%**[94](index=94&type=chunk) - Inventory levels decreased to approximately **HK$32,000 thousand**, a reduction of approximately **HK$5,600 thousand** or **14.9%** from December 31, 2024, primarily aimed at clearing aged inventory[94](index=94&type=chunk) [Securities Trading Business](index=34&type=section&id=Securities%20Trading%20Business) The securities trading business recorded zero net realized loss and increased net unrealized loss in H1 2025, but dividend income grew, with segment loss remaining flat - Securities trading business recorded a net realized loss of approximately **HK$nil** (H1 2024: approximately **HK$300 thousand**) and a net unrealized loss of approximately **HK$700 thousand** (H1 2024: approximately **HK$100 thousand**) in H1 2025[95](index=95&type=chunk) - Dividend income increased from approximately **HK$70 thousand** in H1 2024 to approximately **HK$400 thousand** in H1 2025[95](index=95&type=chunk) - Segment loss was approximately **HK$1,300 thousand**, flat compared to H1 2024[95](index=95&type=chunk) [Prospects](index=34&type=section&id=Prospects) This section anticipates continued challenges for Hong Kong's retail sector from weak consumer markets and online shopping trends, but the Group remains optimistic with flexible strategies and major shareholder support - Hong Kong's retail sector is expected to continue facing challenges from a weak consumer and retail market and increasing customer preference for online shopping[96](index=96&type=chunk) - The Group will continue to monitor and flexibly adjust its department store business strategies to navigate the challenging operating environment[96](index=96&type=chunk) - With the support of Dr. Lam and Merryland Holdings, the Board remains optimistic about the Group's prospects[97](index=97&type=chunk) [Liquidity and Financial Resources](index=35&type=section&id=Liquidity%20and%20Financial%20Resources) This section discloses the Group's cash balances, bank borrowings, related company loans, and net current liabilities, analyzes changes in liquidity and capital-to-debt ratios, and reiterates management's measures to improve profitability and liquidity Key Data on Liquidity and Financial Resources | Metric | H1 2025 (approx.) | H1 2024 (approx.) | | :--- | :--- | :--- | | Cash and bank balances, pledged bank balances and deposits | 20,000 HK$ thousand | 22,200 HK$ thousand | | Of which pledged | 11,100 HK$ thousand | 11,200 HK$ thousand | | Unpledged cash and bank balances | 8,900 HK$ thousand | 10,900 HK$ thousand | | Interest-bearing bank borrowings | 8,800 HK$ thousand | 8,600 HK$ thousand | | Utilized related company loans | 179,600 HK$ thousand | 157,600 HK$ thousand | | Net current liabilities | 195,700 HK$ thousand | 4,200 HK$ thousand | | Equity attributable to owners of the Company | 20,700 HK$ thousand | 46,600 HK$ thousand | | Current Ratio | 0.27 | 0.95 | | Capital-to-debt Ratio | 314% | 195% | - Net current liabilities significantly increased from approximately **HK$4,200 thousand** as of December 31, 2024, to approximately **HK$195,700 thousand** as of June 30, 2025; the current ratio decreased from **0.95** to **0.27**, and the capital-to-debt ratio increased from **195%** to **314%**[99](index=99&type=chunk) - Management is implementing measures to improve profitability, control operating costs, reduce capital expenditure, negotiate lower rents with landlords, and identify opportunities to realize assets, aiming to enhance operational performance and mitigate liquidity risk[99](index=99&type=chunk) [Exchange Rate Risk](index=35&type=section&id=Exchange%20Rate%20Risk) This section notes that some of the Group's products are imported from Europe and settled in Euros, with management monitoring exchange rate risk and considering hedging if significant risks arise - Some of the Group's products are imported from Europe and settled in Euros. Currently, there is no exchange rate hedging policy[100](index=100&type=chunk) - Management will continue to closely monitor exchange rate risk and consider hedging if significant risks arise[100](index=100&type=chunk) [Other Information](index=36&type=section&id=Other%20Information) [Employees and Remuneration Policy](index=36&type=section&id=Employees%20and%20Remuneration%20Policy) This section discloses the Group's employee headcount, remuneration package (basic salary, discretionary bonuses, sales commissions), and staff welfare policies - As of June 30, 2025, the Group had **191** employees (December 31, 2024: **199** employees)[101](index=101&type=chunk) - The remuneration package includes basic salaries, discretionary bonuses based on individual performance, and a sales commission scheme linked to sales targets for sales personnel[101](index=101&type=chunk) - Employee benefits include a defined benefit retirement plan, Mandatory Provident Fund scheme, staff purchase discounts, medical and training subsidies[101](index=101&type=chunk) [Interim Dividends](index=36&type=section&id=Interim%20Dividends%20(Other%20Info)) The Board has resolved not to declare an interim dividend for H1 2025 - The Board has resolved not to declare an interim dividend for H1 2025[102](index=102&type=chunk) [Major Shareholders](index=36&type=section&id=Major%20Shareholders) This section lists the shareholdings of the Company's major shareholder, Merryland Holdings Limited, and its ultimate controlling shareholders, Dr. Lam Hiu Lo and Ms. So Kiu Wah Major Shareholders' Shareholdings | Name | Capacity | Number of Shares | Approx. % of Issued Shares | | :--- | :--- | :--- | :--- | | Merryland Holdings Limited | Beneficial owner | 985,471,362 | 75.00% | - Dr. Lam Hiu Lo holds **70%** equity in Merryland Holdings, and Ms. So Kiu Wah holds **30%** equity, both are deemed to have interests in the shares held by Merryland Holdings[103](index=103&type=chunk) [Directors' and Chief Executive's Interests in Shares](index=37&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20in%20Shares) This section discloses the interests of directors and the chief executive in the Company's shares, primarily held through controlled corporations and spousal interests, confirming no benefits from acquiring company shares or debentures during the period Directors' Long Positions in Shares | Director's Name | Capacity | Total Interest | Approx. % of Issued Shares | | :--- | :--- | :--- | :--- | | Dr. Lam Hiu Lo | Interest in controlled corporation | 985,471,362 | 75.00% | | Ms. So Kiu Wah | Spousal interest | 985,471,362 | 75.00% | - Dr. Lam Hiu Lo is deemed to have an interest in **985,471,362** shares of the Company by virtue of owning **70%** of the issued share capital of Merryland Holdings[106](index=106&type=chunk) - Ms. So Kiu Wah, as the spouse of Dr. Lam Hiu Lo, is deemed to have an interest in the shares in which Dr. Lam Hiu Lo is deemed to have an interest[106](index=106&type=chunk) [Directors' Interests in Transactions, Arrangements or Contracts](index=38&type=section&id=Directors'%20Interests%20in%20Transactions,%20Arrangements%20or%20Contracts) This section states that, apart from related party transactions disclosed in Note 17 to the condensed consolidated interim financial statements, no directors or their related entities had significant interests in material transactions, arrangements, or contracts with the Company or its subsidiaries during H1 2025 - Apart from the disclosed related party transactions, no directors had significant interests in material transactions, arrangements, or contracts with the Group during the period[107](index=107&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=38&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) This section states that neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during H1 2025 - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during H1 2025[108](index=108&type=chunk) [Directors' Interests in Competing Businesses](index=38&type=section&id=Directors'%20Interests%20in%20Competing%20Businesses) This section states that, during H1 2025, no directors were deemed to have interests in businesses directly or indirectly competing or potentially competing with the Group's business, except for those where directors were appointed to represent the Company's and/or Group's interests - No directors had interests in businesses directly or indirectly competing or potentially competing with the Group's business during the period[109](index=109&type=chunk) [Litigation](index=38&type=section&id=Litigation%20(Other%20Info)) This section reiterates that, apart from the litigation disclosed in Note 20 to the condensed consolidated interim financial statements, the Group has no other material litigation - Apart from those disclosed in Note 20 to the condensed consolidated interim financial statements, the Group has no other material litigation[110](index=110&type=chunk) [Commitments and Contingent Liabilities](index=38&type=section&id=Commitments%20and%20Contingent%20Liabilities%20(Other%20Info)) This section reiterates that, apart from the commitments disclosed in Note 19 to the condensed consolidated interim financial statements, the Group has no other material commitments or contingent liabilities - Apart from those disclosed in Note 19 to the condensed consolidated interim financial statements, the Group has no other material commitments or contingent liabilities[111](index=111&type=chunk) [Material Investments, Acquisitions and Disposals of Subsidiaries and Associates](index=38&type=section&id=Material%20Investments,%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%20and%20Associates) This section states that the Group did not undertake any material acquisitions or disposals of subsidiaries and associates, nor made any material investments, during H1 2025 - The Group did not undertake any material acquisitions or disposals of subsidiaries and associates, nor made any material investments, during H1 2025[112](index=112&type=chunk) [Standard Code for Securities Transactions](index=39&type=section&id=Standard%20Code%20for%20Securities%20Transactions) This section states that the Company has adopted the Standard Code as set out in Appendix C3 of the Listing Rules for directors' securities transactions, and all directors confirmed compliance during H1 2025 - The Company has adopted the Standard Code as set out in Appendix C3 of the Listing Rules as the code of conduct for directors' securities transactions[113](index=113&type=chunk) - Following specific enquiries by the Company, all directors confirmed compliance with the standards set out in the Standard Code during H1 2025[113](index=113&type=chunk) [Corporate Governance](index=39&type=section&id=Corporate%20Governance) This section states that the Company complied with the Corporate Governance Code in Appendix C1 of the Listing Rules during H1 2025, except for one independent non-executive director who did not attend a general meeting due to business arrangements - The Company complied with the Corporate Governance Code as set out in Appendix C1 of the Listing Rules during H1 2025, except for code provision C.1.5[114](index=114&type=chunk) - Independent Non-executive Director Mr. Chung Chun Hung did not attend the Company's relevant general meeting in H1 2025 due to business arrangements[114](index=114&type=chunk) [Audit Committee and Review of Financial Statements](index=39&type=section&id=Audit%20Committee%20and%20Review%20of%20Financial%20Statements) This section states that the Group's Audit Committee, comprising three independent non-executive directors, reviewed the H1 2025 unaudited condensed consolidated interim financial statements, discussing accounting principles, risk management, internal controls, and financial reporting matters - The Audit Committee comprises three independent non-executive directors, with Mr. Yu Leung Fai as Chairman[115](index=115&type=chunk) - The Audit Committee, together with management, reviewed the Group's adopted accounting principles and practices, and discussed matters concerning audit, risk management, internal controls, and financial reporting, including the H1 2025 unaudited condensed consolidated interim financial statements[115](index=115&type=chunk) [Acknowledgements](index=39&type=section&id=Acknowledgements) This section conveys heartfelt gratitude from Dr. Lam Hiu Lo, Chairman of the Board, on behalf of the Board, to all employees, customers, suppliers, business partners, and shareholders

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: | 先施有限公司（於香港註冊成立的有限公司） | | | 呈交日期: | 2025年9月1日 | | | I. 法定/註冊股本變動 不適用 | | | FF301 第 1 頁 共 10 頁 v 1.1.1 FF301 III.已發行股份及/或庫存股份變動詳情 (A). 股份期權（根據發行人的股份期權計劃） 不適用 第 3 頁 共 10 頁 v 1.1.1 FF301 II. 已發行股份及/或庫存股份變動 | 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) | 00244 | 說明 | | | | | | | | | | 已發行股份（不包括庫存股份）數目 | | | 庫存 ...

Core Viewpoint - The company reported a decrease in revenue and a narrowed loss for the first half of 2025, indicating some improvement in financial performance despite the decline in revenue [1] Financial Performance - Revenue for the first half of 2025 was HKD 64.308 million, representing a year-on-year decrease of 1.14% [1] - The loss attributable to shareholders was HKD 26.684 million, which is a year-on-year reduction of 2.11% [1] - Basic loss per share was HKD 0.02 [1]

Core Viewpoint - The company reported a decrease in revenue and a narrowed loss for the mid-year results of 2025, indicating ongoing challenges but some improvement in financial performance [1] Financial Performance - Revenue for the period was HKD 64.308 million, representing a year-on-year decrease of 1.14% [1] - The loss attributable to shareholders was HKD 26.684 million, which is a year-on-year reduction of 2.11% [1] - Basic loss per share was HKD 0.02 [1]

Core Viewpoint - The company reported a decline in overall revenue and net loss for the first half of 2025, attributed to a weak retail market in Hong Kong and increased promotional activities [1] Financial Performance - Total comprehensive income for the first half of 2025 was approximately HKD 64.3 million, a decrease of 1.2% year-on-year [1] - The net loss amounted to approximately HKD 26.5 million, a slight decrease of 0.7% compared to the same period in 2024 [1] - Gross profit for the first half of 2025 was around HKD 30.4 million, reflecting a year-on-year decline of 15.3% [1] Market Conditions - The Hong Kong consumer and retail market remained weak, negatively impacting the company's department store business [1] - The overall market sentiment was low, further affecting the company's performance in the first half of 2025 [1] Cost Management - The decline in gross profit was partially offset by a reduction in financial costs of approximately HKD 6.2 million [1]

Condensed Consolidated Interim Financial Statements [Condensed Consolidated Statement of Profit or Loss](index=2&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) The Group recorded a net loss of HK$26.468 million in H1 2025, a slight improvement from H1 2024, primarily due to significantly reduced finance costs Condensed Consolidated Statement of Profit or Loss (For the six months ended June 30) | Indicator | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 64,308 | 65,050 | (742) | -1.14% | | Cost of Sales | (33,904) | (29,116) | (4,788) | 16.44% | | Other Income and Net Gains | 10,180 | 10,368 | (188) | -1.81% | | Net Unrealized Loss on Securities Trading | (669) | (122) | (547) | 448.36% | | Selling and Distribution Expenses | (34,155) | (33,476) | (679) | 2.03% | | General and Administrative Expenses | (24,126) | (25,091) | 965 | -3.85% | | Other Net Operating Expenses | (23) | – | (23) | - | | Finance Costs | (8,073) | (14,275) | 6,202 | -43.45% | | Loss Before Income Tax | (26,462) | (26,662) | 200 | -0.75% | | Income Tax Expense | (6) | – | (6) | - | | Loss for the Period | (26,468) | (26,662) | 194 | -0.73% | | Loss Attributable to Owners of the Company | (26,684) | (27,260) | 576 | -2.11% | | Basic and Diluted Loss Per Share (HK$) | (0.02) | (0.02) | 0.00 | 0.00% | [Condensed Consolidated Statement of Comprehensive Income](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) The Group's H1 2025 total comprehensive loss increased to HK$26.423 million from HK$24.774 million in H1 2024, mainly due to the absence of a property revaluation surplus Condensed Consolidated Statement of Comprehensive Income (For the six months ended June 30) | Indicator | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Loss for the Period | (26,468) | (26,662) | 194 | -0.73% | | Other Comprehensive Income: | | | | | | Exchange Differences Arising from Translation of Foreign Operations | 45 | 5 | 40 | 800.00% | | Surplus on Revaluation of Leasehold Land and Buildings | – | 1,883 | (1,883) | -100.00% | | Total Comprehensive Loss for the Period | (26,423) | (24,774) | (1,649) | 6.66% | | Attributable to Owners of the Company | (25,853) | (25,415) | (438) | 1.72% | | Attributable to Non-controlling Interests | (570) | 641 | (1,211) | -188.92% | [Condensed Consolidated Statement of Financial Position](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's net assets significantly decreased by **28.60%** to **HK$65.967 million**, primarily due to a substantial increase in net current liabilities Condensed Consolidated Statement of Financial Position (As at June 30, 2025) | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | **ASSETS** | | | | | | Non-current Assets | 277,125 | 266,636 | 10,489 | 3.93% | | Current Assets | 73,097 | 77,306 | (4,209) | -5.44% | | **LIABILITIES** | | | | | | Current Liabilities | 268,750 | 81,536 | 187,214 | 229.61% | | Non-current Liabilities | 15,505 | 170,016 | (154,511) | -90.88% | | **EQUITY** | | | | | | Net Assets | 65,967 | 92,390 | (26,423) | -28.60% | | Equity Attributable to Owners of the Company | 20,737 | 46,590 | (25,853) | -55.49% | | Non-controlling Interests | 45,230 | 45,800 | (570) | -1.24% | | Total Equity | 65,967 | 92,390 | (26,423) | -28.60% | | Net Current Liabilities | (195,653) | (4,230) | (191,423) | 4525.37% | - Net current liabilities significantly increased from **HK$4.230 million** as of December 31, 2024, to **HK$195.653 million** as of June 30, 2025, a **4525.37%** increase, indicating a substantial rise in liquidity pressure[6](index=6&type=chunk) [Notes to the Condensed Consolidated Interim Financial Statements](index=6&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Interim%20Financial%20Statements) [1. Company Information](index=6&type=section&id=1.%20Company%20Information) The Company is a limited liability company incorporated in Hong Kong, primarily engaged in department store operations, securities trading, and life insurance provision, with Merill Holdings Limited as its direct holding company - The Group's principal activities include operating department stores, trading securities, and providing life insurance, with no change in business nature during the period[8](index=8&type=chunk) - Merill Holdings Limited is the Company's direct holding company, with Dr. Lam Hiu Fung and Ms. So Kiu Wah as ultimate shareholders, holding 70% and 30% equity respectively in Merill Holdings[8](index=8&type=chunk) [2. Basis of Preparation](index=6&type=section&id=2.%20Basis%20of%20Preparation) The condensed consolidated interim financial statements are prepared in accordance with HKAS 34 and the Listing Rules, presented in HK$, with accounting policies consistent with annual statements except for adopted HKFRSs, and management assessing going concern with various measures to improve profitability and liquidity - The condensed consolidated interim financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the HKICPA and the applicable disclosure requirements of Appendix D2 to the Listing Rules of the Stock Exchange[9](index=9&type=chunk) - The current period's financial information (as comparative data) is extracted from the statutory annual consolidated financial statements for the year ended December 31, 2024, which received an unmodified auditor's report but highlighted material uncertainties regarding going concern[10](index=10&type=chunk) [Going Concern Basis](index=7&type=section&id=Going%20Concern%20Basis) The Group recorded a net loss of HK$26.468 million and had net current liabilities of HK$195.653 million with cash and bank balances of HK$8.926 million in H1 2025, indicating significant going concern uncertainty, despite management's measures and financial support commitments - The Group recorded a net loss of **HK$26.468 million** in H1 2025, with net current liabilities of **HK$195.653 million** and cash and bank balances of **HK$8.926 million**, indicating significant uncertainty regarding its ability to continue as a going concern[11](index=11&type=chunk) - Management has implemented measures to improve profitability and liquidity, including revising marketing strategies, controlling capital and operating expenditures, negotiating rent reductions, and identifying asset realization opportunities[11](index=11&type=chunk) - Dr. Lam and Merill Holdings have committed to providing continuous financial support for at least twelve months, and a related company has provided a loan facility of up to **HK$260 million**, of which **HK$80.392 million** remained undrawn as of June 30, 2025[11](index=11&type=chunk)[12](index=12&type=chunk) [3. Adoption of New and Revised HKFRSs](index=8&type=section&id=3.%20Adoption%20of%20New%20and%20Revised%20HKFRSs) The Group adopted HKAS 21 (Amendment) "Lack of Exchangeability" on January 1, 2025, with no material impact on the interim financial statements, and other new HKFRSs are not expected to have a significant effect - The Group adopted HKAS 21 (Amendment) "Lack of Exchangeability" on January 1, 2025, which had no material impact on the condensed consolidated interim financial statements[14](index=14&type=chunk)[15](index=15&type=chunk) - Several new and revised HKFRSs issued but not yet effective are not expected to have a significant impact on the Group's condensed consolidated interim financial statements[16](index=16&type=chunk)[17](index=17&type=chunk) [4. Segment Information](index=9&type=section&id=4.%20Segment%20Information) The Group reports segment information by operating segments (department store, securities trading, and others) and geographical areas (Hong Kong, UK, and others), with management assessing performance based on adjusted loss before income tax - The Group's operating segments include department store business (providing consumer goods), securities trading (trading Hong Kong and overseas securities), and others (sub-leasing properties and life insurance)[18](index=18&type=chunk)[20](index=20&type=chunk) - Segment results are assessed based on reportable segment profit/(loss), which is an adjusted loss before income tax, excluding certain interest income, unallocated income/(expenses), and finance costs[21](index=21&type=chunk) [(a) Operating Segments](index=10&type=section&id=(a)%20Operating%20Segments) The department store business segment saw a slight revenue decrease but an increased segment loss in H1 2025, while the securities trading segment recorded net unrealized losses despite increased dividend income, and other segments' losses slightly decreased Operating Segment Revenue and Results (For the six months ended June 30) | Segment | 2025 Revenue (HK$ thousand) | 2024 Revenue (HK$ thousand) | 2025 Results (HK$ thousand) | 2024 Results (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Department Store Business | 64,263 | 65,293 | (23,709) | (17,309) | | Securities Trading | 376 | (257) | (1,253) | (1,340) | | Others | 15,307 | 16,735 | (3,415) | (3,628) | | Total (after elimination) | 64,899 | 65,812 | (28,377) | (22,277) | Operating Segment Assets and Liabilities (As at June 30, 2025) | Segment | 2025 Assets (HK$ thousand) | 2024 Assets (HK$ thousand) | 2025 Liabilities (HK$ thousand) | 2024 Liabilities (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Department Store Business | 117,305 | 116,979 | 103,855 | 109,563 | | Securities Trading | 6,967 | 7,636 | 1,032 | 948 | | Others | 20,326 | 36,165 | 5,395 | 5,194 | | Total (after elimination) | 129,551 | 129,932 | 95,235 | 84,857 | [(b) Geographical Information](index=11&type=section&id=(b)%20Geographical%20Information) The vast majority of the Group's revenue from external customers is generated in Hong Kong, with a small contribution from the UK and no revenue from other regions Revenue by Geographical Information (For the six months ended June 30) | Region | 2025 Revenue (HK$ thousand) | 2024 Revenue (HK$ thousand) | | :--- | :--- | :--- | | Hong Kong | 64,204 | 64,949 | | United Kingdom | 104 | 101 | | Others | – | – | | Total | 64,308 | 65,050 | [5. Revenue, Other Income and Net Gains](index=12&type=section&id=5.%20Revenue,%20Other%20Income%20and%20Net%20Gains) The Group's total revenue slightly decreased, with increased sales of own goods offset by reduced counter sales and consignment income, while other income and net gains remained stable, primarily from imputed interest income from Win Dynamic Revenue Sources (For the six months ended June 30) | Revenue Source | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Sales of goods – own goods | 51,460 | 48,944 | | Income from counter sales and consignment | 12,744 | 16,335 | | Net realized loss on securities trading | – | (330) | | Rental income | 104 | 101 | | Total Revenue | 64,308 | 65,050 | Other Income and Net Gains (For the six months ended June 30) | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Bank interest income | 194 | 156 | | Imputed interest income from Win Dynamic donation | 9,426 | 9,424 | | Dividends from financial assets at fair value through profit or loss | 376 | 72 | | Net exchange (loss)/gain | (31) | 26 | | Others | 215 | 690 | | Total | 10,180 | 10,368 | - The transaction price for the customer loyalty program provision was **HK$1,014,000** (2024: **HK$1,202,000**), expected to be recognized as revenue within one year[34](index=34&type=chunk) [6. Loss Before Income Tax](index=13&type=section&id=6.%20Loss%20Before%20Income%20Tax) The Group's loss before income tax was primarily influenced by employee benefit expenses, depreciation, inventory provisions, expected credit loss provisions, and leasehold property-related charges, with employee benefits and lease charges increasing while depreciation significantly decreased Major Deductions for Loss Before Income Tax (For the six months ended June 30) | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Employee benefit expenses (excluding directors' and chief executive's emoluments) | 18,668 | 16,848 | | Depreciation | 9,831 | 16,670 | | Provision for inventories | 389 | 580 | | Provision for expected credit losses on other receivables | 632 | 626 | | Other charges related to leasehold properties | 17,214 | 9,472 | [7. Income Tax Expense](index=14&type=section&id=7.%20Income%20Tax%20Expense) No provision for Hong Kong profits tax was made due to the absence of assessable profits in Hong Kong during the period, while other regions incurred a small amount of assessable profits tax Income Tax Expense (For the six months ended June 30) | Region | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Hong Kong | – | – | | Other Regions | 6 | – | | Total | 6 | – | [8. Loss Per Share Attributable to Owners of the Company](index=14&type=section&id=8.%20Loss%20Per%20Share%20Attributable%20to%20Owners%20of%20the%20Company) For the six months ended June 30, 2025, both basic and diluted loss per share attributable to owners of the Company remained at HK$0.02, consistent with the prior period, due to unchanged ordinary shares in issue and no potential dilutive ordinary shares Loss Per Share (For the six months ended June 30) | Indicator | 2025 (HK$) | 2024 (HK$) | | :--- | :--- | :--- | | Loss Attributable to Owners of the Company | (26,684) | (27,260) | | Weighted Average Number of Ordinary Shares in Issue | 1,313,962,560 | 1,313,962,560 | | Basic and Diluted Loss Per Share | (0.02) | (0.02) | [9. Dividends](index=14&type=section&id=9.%20Dividends) The Board of Directors resolved not to declare an interim dividend for the six months ended June 30, 2025, consistent with the corresponding period in 2024 - The Board of Directors resolved not to declare an interim dividend for H1 2025 (2024: nil)[40](index=40&type=chunk) [10. Property, Plant and Equipment](index=15&type=section&id=10.%20Property,%20Plant%20and%20Equipment) As of June 30, 2025, the net book value of property, plant and equipment increased to HK$20.947 million, primarily due to additions and lease changes, partially offset by depreciation and disposals Movement in Property, Plant and Equipment (As at June 30, 2025) | Item | Owned Assets (HK$ thousand) | Right-of-use Assets (HK$ thousand) | Total (HK$ thousand) | | :--- | :--- | :--- | :--- | | Net Book Value as at January 1, 2025 | 1,764 | 14,319 | 16,083 | | Additions | 1,397 | 274 | 1,671 | | Lease Changes | – | 13,064 | 13,064 | | Depreciation for the Period | (567) | (9,264) | (9,831) | | Disposals | (38) | – | (38) | | Written Off | (2) | – | (2) | | Net Book Value as at June 30, 2025 | 2,554 | 18,393 | 20,947 | [11. Prepayments, Deposits, Other Receivables and Other Assets](index=15&type=section&id=11.%20Prepayments,%20Deposits,%20Other%20Receivables%20and%20Other%20Assets) These assets primarily comprise amounts receivable from Win Dynamic donation, rental deposits, amounts due from credit card companies, and prepaid deposits for related company loans, with the Win Dynamic donation receivable showing a significant increase Prepayments, Deposits, Other Receivables and Other Assets (As at June 30, 2025) | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Receivable from Win Dynamic donation | 202,527 | 193,101 | | Prepayments, deposits and other receivables | 40,060 | 39,040 | | Other assets | 4,421 | 4,421 | | Provision for expected credit losses | (1,886) | (1,254) | | Total | 245,122 | 235,308 | | Less: Classified as current portion | (20,867) | (16,678) | | Classified as non-current portion | 224,255 | 218,630 | - Amounts receivable from Win Dynamic donation increased from **HK$193.101 million** as of December 31, 2024, to **HK$202.527 million** as of June 30, 2025[42](index=42&type=chunk) [12. Trade Payables](index=16&type=section&id=12.%20Trade%20Payables) As of June 30, 2025, total trade payables were HK$40.310 million, a slight decrease from HK$41.392 million as of December 31, 2024, with a reduction in current to three-month payables and a significant increase in four to six-month payables Ageing Analysis of Trade Payables (As at end of reporting period) | Ageing | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Current to three months | 30,394 | 38,083 | | Four to six months | 7,794 | 1,195 | | Seven to twelve months | 109 | 55 | | Over one year | 2,013 | 2,059 | | Total | 40,310 | 41,392 | [13. Leases](index=16&type=section&id=13.%20Leases) The Group, as a lessee, leases retail stores and warehouses for typical terms of 1 to 3 years, with right-of-use assets and lease liabilities increasing due to additions and lease modifications - The Group leases retail stores and warehouses, with lease terms generally ranging from **1 to 3 years**, and some lease contracts include extension and termination options as well as variable lease payments[45](index=45&type=chunk) [(b) Lease Liabilities](index=17&type=section&id=(b)%20Lease%20Liabilities) Total lease liabilities increased from HK$13.643 million at the end of 2024 to HK$18.169 million as of June 30, 2025, primarily due to lease modifications and additions, partially offset by payments Movement in Lease Liabilities (As at June 30, 2025) | Item | H1 2025 (HK$ thousand) | FY 2024 (HK$ thousand) | | :--- | :--- | :--- | | At beginning of period/year | 13,643 | 11,913 | | Interest accrued during period/year | 1,031 | 1,609 | | Payments | (9,843) | (31,997) | | Additions | 274 | 9,389 | | Lease Changes | 13,064 | 22,729 | | At end of period/year | 18,169 | 13,643 | | Analysed as: Within one year | 9,597 | 7,319 | | Second to fifth year | 8,572 | 6,324 | [14. Bank Borrowings, Other Loans and Loans from Related Companies](index=18&type=section&id=14.%20Bank%20Borrowings,%20Other%20Loans%20and%20Loans%20from%20Related%20Companies) The Group's secured bank borrowings slightly increased, while other unsecured loans bear 2% annual interest, and unsecured related company loans (from Dr. Lam and Ms. So) bear HIBOR plus 5% interest, due March 2026, with approximately HK$179.6 million utilized - Secured bank borrowings amounted to **HK$8.834 million** (December 31, 2024: **HK$8.572 million**), bearing interest at HIBOR plus 1% per annum, and are secured by bank balances and time deposits of **HK$11.103 million**[48](index=48&type=chunk)[49](index=49&type=chunk) - Other loans amounted to **HK$576 thousand** (December 31, 2024: **HK$570 thousand**), are unsecured, bear interest at **2%** per annum, and are not repayable within 12 months after the reporting period[50](index=50&type=chunk)[53](index=53&type=chunk) - Loans from related companies (owned by Dr. Lam and Ms. So) are unsecured, bear interest at HIBOR plus **5%** per annum, and are repayable by March 20, 2026; approximately **HK$179.6 million** was utilized as of June 30, 2025[54](index=54&type=chunk)[89](index=89&type=chunk) [15. Share Capital](index=19&type=section&id=15.%20Share%20Capital) There was no change in the Company's share capital for the six months ended June 30, 2025, remaining at HK$469.977 million, comprising 1,313,962,560 ordinary shares Share Capital (As at June 30, 2025) | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Issued and fully paid: 1,313,962,560 ordinary shares | 469,977 | 469,977 | [16. Litigation](index=20&type=section&id=16.%20Litigation) The Company is involved in a lawsuit with Win Dynamic regarding a deed of gift from 2020, where Win Dynamic pledged approximately HK$260.443 million from share sales to the Company, but later claimed the deed invalid, a claim the Company and Welab Group Holdings Limited dispute, with the litigation ongoing and related amounts recognized as assets - Win Dynamic executed a deed in 2020, pledging approximately **HK$260.443 million** from the sale of the Company's shares as working capital for the Company[57](index=57&type=chunk) - In 2021, Win Dynamic claimed the deed was invalid and immediately cancelled it, citing undue influence, duress, and undervalue transactions, a claim not recognized by the Company's Board of Directors (excluding dissenting directors)[58](index=58&type=chunk)[59](index=59&type=chunk) - Welab and the Company initiated legal proceedings against Win Dynamic and Mr. Ma King Hin in the High Court to enforce the deed and declare its validity; the Company has recognized **HK$200.641 million** (net of expected credit loss provision) as receivable from Win Dynamic donation and **HK$9.426 million** in imputed interest income[60](index=60&type=chunk)[62](index=62&type=chunk)[73](index=73&type=chunk) [17. Commitments and Contingent Liabilities](index=23&type=section&id=17.%20Commitments%20and%20Contingent%20Liabilities) As of the reporting period end, the Group's outstanding commitments primarily consist of irrevocable letters of credit totaling HK$1.536 million Commitments and Contingent Liabilities (As at end of reporting period) | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Irrevocable letters of credit | 1,536 | 1,581 | Management Discussion and Analysis [Interim Results](index=24&type=section&id=Interim%20Results) The Group's principal activities during the review period were operating department stores, trading securities, and providing life insurance - The Group's principal activities during the review period were operating department stores, trading securities, and providing life insurance[76](index=76&type=chunk) [Overall Financial Review](index=24&type=section&id=Overall%20Financial%20Review) The Group's consolidated revenue slightly decreased by **1.2%** in H1 2025, with net loss marginally improving by **0.7%**, while gross profit fell by **15.3%** due to market weakness and promotions, partially offset by a **43.4%** reduction in finance costs Overall Financial Performance (For the six months ended June 30) | Indicator | H1 2025 (HK$ million) | H1 2024 (HK$ million) | Change (HK$ million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Consolidated Revenue | 64.3 | 65.1 | (0.8) | -1.2% | | Net Loss | (26.5) | (26.7) | 0.2 | -0.7% | | Gross Profit | 30.4 | 35.9 | (5.5) | -15.3% | | Finance Costs | 8.1 | 14.3 | (6.2) | -43.4% | - The persistent weak consumer and retail market in Hong Kong led to extended promotional activities and price reductions in the department store business, consequently impacting gross profit[78](index=78&type=chunk) [Revenue](index=24&type=section&id=Revenue) In H1 2025, the Group's revenue was HK$64.3 million, a **1.2%** decrease from the prior year, primarily driven by the department store business Revenue Comparison (For the six months ended June 30) | Item | H1 2025 (HK$ million) | H1 2024 (HK$ million) | Change (HK$ million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | 64.3 | 65.1 | (0.8) | -1.2% | | Department Store Business Revenue | 64.2 | 65.3 | (1.1) | -1.7% | [Other Income and Net Gains](index=24&type=section&id=Other%20Income%20and%20Net%20Gains) Other income and net gains for H1 2025 amounted to HK$10.2 million, a **1.9%** decrease from the prior year, primarily comprising stable imputed interest income from Win Dynamic donation Other Income and Net Gains Comparison (For the six months ended June 30) | Item | H1 2025 (HK$ million) | H1 2024 (HK$ million) | Change (HK$ million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Other Income and Net Gains | 10.2 | 10.4 | (0.2) | -1.9% | | Imputed Interest from Win Dynamic Donation | 9.4 | 9.4 | 0.0 | 0.0% | [Selling and Distribution Expenses](index=25&type=section&id=Selling%20and%20Distribution%20Expenses) Selling and distribution expenses increased by **2.1%** to HK$34.2 million in H1 2025, mainly due to higher employee benefit expenses and short-term lease fees, despite a reduction in depreciation expenses Selling and Distribution Expenses Major Components (For the six months ended June 30) | Item | H1 2025 (HK$ million) | H1 2024 (HK$ million) | Change (HK$ million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total Selling and Distribution Expenses | 34.2 | 33.5 | 0.7 | 2.1% | | Depreciation Expenses | 8.1 | 16.4 | (8.3) | -50.6% | | Short-term Lease Fees and Other Occupancy Costs | 15.5 | 7.4 | 8.1 | 109.5% | | Employee Benefit Expenses | 9.4 | 8.3 | 1.1 | 13.3% | [General and Administrative Expenses](index=25&type=section&id=General%20and%20Administrative%20Expenses) General and administrative expenses decreased by **4.0%** to HK$24.1 million in H1 2025, primarily due to the absence of trademark registration fees in the current period, partially offset by increased depreciation expenses related to leased warehouses General and Administrative Expenses Comparison (For the six months ended June 30) | Item | H1 2025 (HK$ million) | H1 2024 (HK$ million) | Change (HK$ million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total General and Administrative Expenses | 24.1 | 25.1 | (1.0) | -4.0% | | Employee Benefit Expenses | 9.3 | 8.5 | 0.8 | 9.4% | | Trademark Registration Fees | 0.0 | 2.3 | (2.3) | -100.0% | [Finance Costs](index=25&type=section&id=Finance%20Costs) Finance costs significantly decreased by **43.4%** to HK$8.1 million in H1 2025, mainly attributable to reduced interest expenses on bank borrowings and loans from related companies Finance Costs Comparison (For the six months ended June 30) | Item | H1 2025 (HK$ million) | H1 2024 (HK$ million) | Change (HK$ million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total Finance Costs | 8.1 | 14.3 | (6.2) | -43.4% | | Decrease in Bank Borrowing Interest Expense | - | - | (2.4) | - | | Decrease in Related Company Loan Interest Expense | - | - | (3.9) | - | [Loss Attributable to Owners of the Company](index=25&type=section&id=Loss%20Attributable%20to%20Owners%20of%20the%20Company) The loss attributable to owners of the Company for H1 2025 was HK$26.7 million, a **2.2%** decrease from the prior year, indicating a slight improvement in overall profitability Loss Attributable to Owners of the Company Comparison (For the six months ended June 30) | Item | H1 2025 (HK$ million) | H1 2024 (HK$ million) | Change (HK$ million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Loss Attributable to Owners of the Company | 26.7 | 27.3 | (0.6) | -2.2% | [Business Review](index=26&type=section&id=Business%20Review) [Department Store Business](index=26&type=section&id=Department%20Store%20Business) In H1 2025, department store business revenue decreased by **1.7%** to HK$64.2 million due to a weak Hong Kong consumer market, leading to extended promotions and price reductions, which increased segment loss by **37.0%** to HK$23.7 million, while inventory levels decreased by **14.9%** Department Store Business Performance (For the six months ended June 30) | Indicator | H1 2025 (HK$ million) | H1 2024 (HK$ million) | Change (HK$ million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 64.2 | 65.3 | (1.1) | -1.7% | | Segment Loss | (23.7) | (17.3) | (6.4) | 37.0% | | Inventory Level (Period-end) | 32.0 | 37.6 | (5.6) | -14.9% | - The weak consumer and retail market in Hong Kong led to extended promotional activities and price reductions, adversely affecting the department store business performance[85](index=85&type=chunk) [Securities Trading Business](index=26&type=section&id=Securities%20Trading%20Business) In H1 2025, the securities trading business recorded a net unrealized loss of approximately HK$0.7 million, while dividend income increased from HK$0.07 million to HK$0.4 million, with segment loss remaining at approximately HK$1.3 million, and the Group plans to regularly review and improve its investment portfolio Securities Trading Business Performance (For the six months ended June 30) | Indicator | H1 2025 (HK$ million) | H1 2024 (HK$ million) | | :--- | :--- | :--- | | Net Realized Loss | 0.0 | (0.3) | | Net Unrealized Loss | (0.7) | (0.1) | | Dividend Income | 0.4 | 0.07 | | Segment Loss | (1.3) | (1.3) | - The Group will regularly review and improve its investment portfolio based on market conditions and capital requirements[86](index=86&type=chunk) [Prospects](index=26&type=section&id=Prospects) The Group anticipates continued challenges in the Hong Kong retail sector due to a weak consumer market and growing online shopping trends, but management will continuously monitor and adjust department store business strategies, remaining optimistic with support from Dr. Lam and Merill Holdings - The Hong Kong retail sector is expected to continue facing challenges from a weak consumer and retail market and the increasing preference of retail customers for online shopping[87](index=87&type=chunk) - The Group will continue to monitor and flexibly adjust its department store business operating strategies to navigate the challenging operating environment[87](index=87&type=chunk) - With the support of Dr. Lam and Merill Holdings, the Board of Directors remains optimistic about the Group's prospects[88](index=88&type=chunk) [Liquidity and Financial Resources](index=27&type=section&id=Liquidity%20and%20Financial%20Resources) As of June 30, 2025, the Group's total cash and bank balances, pledged bank balances, and deposits amounted to approximately HK$20.0 million, a decrease from end-2024, facing net current liabilities of HK$195.7 million and a liquidity ratio of 0.27, indicating significant liquidity pressure, with management implementing measures to improve profitability and liquidity and monitoring exchange rate risks Liquidity Position (As at June 30, 2025) | Indicator | June 30, 2025 (HK$ million) | December 31, 2024 (HK$ million) | | :--- | :--- | :--- | | Cash and bank balances, pledged bank balances and deposits | 20.0 | 22.2 | | Pledged portion | 11.1 | 11.2 | | Unpledged cash and bank balances | 8.9 | 10.9 | | Interest-bearing bank borrowings | 8.8 | 8.6 | | Utilized related company loans | 179.6 | 157.6 | | Net current liabilities | 195.7 | 4.2 | | Equity attributable to owners of the Company | 20.7 | 46.6 | | Current Ratio | 0.27 | 0.95 | | Capital to Debt Ratio | 314% | 195% | - Management is implementing measures to improve profitability, control operating costs, and reduce capital expenditures to enhance operational performance and mitigate liquidity risks[91](index=91&type=chunk) - The Group currently has no foreign exchange hedging policy, but management will continue to closely monitor foreign exchange risks[92](index=92&type=chunk) [Employees and Remuneration Policy](index=28&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the Group had 191 employees and offers a diverse remuneration package including basic salary, discretionary bonuses, sales commissions, defined benefit retirement plans, MPF, staff purchase discounts, medical, and training subsidies Number of Employees | Date | Number of Employees | | :--- | :--- | | June 30, 2025 | 191 | | December 31, 2024 | 199 | - The Group provides employee benefits such as basic salary, discretionary bonuses, sales commissions, defined benefit retirement plans, Mandatory Provident Fund schemes, staff purchase discounts, medical, and training subsidies[93](index=93&type=chunk) [Interim Dividend](index=28&type=section&id=Interim%20Dividend) The Board of Directors has resolved not to declare an interim dividend for H1 2025 - The Board of Directors has resolved not to declare an interim dividend for H1 2025[94](index=94&type=chunk) [Directors' Interests in Transactions, Arrangements or Contracts](index=28&type=section&id=Directors'%20Interests%20in%20Transactions,%20Arrangements%20or%20Contracts) Except as disclosed elsewhere in this announcement, no director or their associated entities had a material interest in any significant transaction, arrangement, or contract of the Group during H1 2025 - During H1 2025, no director or their respective associated entities had a material interest, directly or indirectly, in any transaction, arrangement, or contract entered into by the Company or any of its subsidiaries that was significant to the Group's business[95](index=95&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=28&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during H1 2025 - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during H1 2025[96](index=96&type=chunk) [Directors' Interests in Competing Business](index=28&type=section&id=Directors'%20Interests%20in%20Competing%20Business) No director was considered to have an interest in any business that competes or is likely to compete, directly or indirectly, with the Group's business during H1 2025 - During H1 2025, no director was considered to have an interest in any business that competes or is likely to compete, directly or indirectly, with the Group's business[97](index=97&type=chunk) [Litigation](index=29&type=section&id=Litigation) The Group has no other material litigation apart from what is disclosed in Note 16 to the condensed consolidated interim financial statements - The Group has no other material litigation, with details provided in Note 16 to the condensed consolidated interim financial statements[98](index=98&type=chunk) [Commitments and Contingent Liabilities](index=29&type=section&id=Commitments%20and%20Contingent%20Liabilities) The Group has no other material commitments apart from what is disclosed in Note 17 to the condensed consolidated interim financial statements - The Group has no other material commitments, with details provided in Note 17 to the condensed consolidated interim financial statements[99](index=99&type=chunk) [Material Investments, Acquisitions and Disposals of Subsidiaries and Associates](index=29&type=section&id=Material%20Investments,%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%20and%20Associates) The Group did not undertake any material acquisitions or disposals of subsidiaries and associates, nor made any material investments, during H1 2025 - The Group did not undertake any material acquisitions or disposals of subsidiaries and associates, nor made any material investments, during H1 2025[100](index=100&type=chunk) [Standard Code for Securities Transactions](index=29&type=section&id=Standard%20Code%20for%20Securities%20Transactions) The Company has adopted the Standard Code as set out in Appendix C3 of the Listing Rules for directors' securities dealings, and all directors confirmed compliance during H1 2025 - The Company has adopted the Standard Code as set out in Appendix C3 of the Listing Rules, and all directors confirmed compliance with the code during H1 2025[101](index=101&type=chunk) [Corporate Governance](index=29&type=section&id=Corporate%20Governance) The Company complied with the Corporate Governance Code in Appendix C1 of the Listing Rules during H1 2025, except for code provision C.1.5, as one independent non-executive director was unable to attend the general meeting due to business arrangements - The Company complied with the Corporate Governance Code as set out in Appendix C1 of the Listing Rules during H1 2025, with the exception of code provision C.1.5[102](index=102&type=chunk) - Mr. Chung Chun Hung, an independent non-executive director, was unable to attend the Company's relevant general meeting during H1 2025 due to business arrangements[102](index=102&type=chunk) [Audit Committee and Review of Financial Statements](index=30&type=section&id=Audit%20Committee%20and%20Review%20of%20Financial%20Statements) The Audit Committee, comprising three independent non-executive directors, reviewed the Group's accounting principles and practices, and discussed audit, risk management, internal control, and financial reporting matters, including the unaudited condensed consolidated interim financial statements for H1 2025 - The Audit Committee comprises three independent non-executive directors, with Mr. Yu Leung Fai as Chairman[103](index=103&type=chunk) - The Audit Committee has reviewed the accounting principles and practices adopted by the Group and discussed matters concerning audit, risk management, internal control, and financial reporting, including the review of the unaudited condensed consolidated interim financial statements for H1 2025[103](index=103&type=chunk) [Publication of Interim Results and 2025 Interim Report on HKEX and Company Website](index=30&type=section&id=Publication%20of%20Interim%20Results%20and%202025%20Interim%20Report%20on%20HKEX%20and%20Company%20Website) This interim results announcement has been published on the HKEX and the Company's website, with the full 2025 interim report containing all required information to be dispatched to shareholders and published on the respective websites later - This interim results announcement has been published on the HKEX website (www.hkexnews.hk) and the Company's website (www.sincere.com.hk)[104](index=104&type=chunk) - The 2025 interim report, containing all information required by the Listing Rules, will be dispatched to shareholders and published on the HKEX and the Company's websites at a later date[104](index=104&type=chunk) [Acknowledgement](index=30&type=section&id=Acknowledgement) The Board extends its sincere gratitude to all employees for their dedication and loyalty, and to customers, suppliers, business partners, and shareholders for their continuous support during the period - The Board extends its sincere gratitude to all employees for their dedication and loyalty to the Group during the period, and to all customers, suppliers, business partners, and shareholders for their continuous support[105](index=105&type=chunk)

Group 1 - The company, Xian Shi (00244.HK), will hold a board meeting on August 26, 2025, to consider and approve its unaudited interim results for the six months ending June 30, 2025 [1] - The board meeting will also discuss the potential declaration of an interim dividend, if applicable [1]

先施有限公司 （於香港註冊成立之有限公司） 香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈之內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示概不就因本公佈全部或任何部份內容而 產生或因倚賴該等內容而引致之任何損失承擔任何責任。 先施有限公司（「本公司」）董事會（「董事會」）謹此公佈，本公司將於二零二五年八月二 十六日（星期二）舉行董事會會議，藉以考慮及批准（其中包括）本公司及其附屬公司截至 二零二五年六月三十日止六個月之未經審核中期業績及其發佈，以及考慮派付中期股息 （如有）。 承董事會命 先施有限公司 公司秘書 葉浩榮 香港，二零二五年八月十三日 於本公佈日期，執行董事為林曉輝博士、蘇嬌華女士及禹來博士，非執行董事為戴德豐 博士，以及獨立非執行董事為余亮暉先生、鍾振雄先生及林琳先生。 （股份代號：0244） 董事會會議通告 ...

Group 1 - The Hang Seng Index rose by 0.25% to close at 24,969.68 points on August 12 [1] - The stock price of Sincere Company (先施) increased by 34.0% to HKD 0.335 per share, with a trading volume of 6.745 million shares and a turnover of HKD 2.0917 million, showing a volatility of 36.0% [1] - Over the past month, Sincere has seen a cumulative increase of 0.4%, while its year-to-date increase is 13.64%, underperforming the Hang Seng Index by 24.16% [1] Group 2 - For the fiscal year ending December 31, 2024, Sincere reported total revenue of HKD 122 million, a year-on-year decrease of 10.17%, and a net profit attributable to shareholders of -HKD 37.1712 million, an increase of 20.48% [1] - The gross profit margin for Sincere is 52.74%, with a debt-to-asset ratio of 73.14% [1] - Currently, there are no institutional investment ratings for Sincere [1] Group 3 - The average price-to-earnings (P/E) ratio for the professional retail industry (TTM) is -4.26 times, with a median of -0.2 times [1] - Sincere's P/E ratio stands at -8.18 times, ranking 53rd in the industry [1] - Other companies in the industry include Chen Chang International (陈唱国际) at 6.13 times, Aoki Holdings (傲基股份) at 6.16 times, and Bauhaus International (包浩斯国际) at 6.93 times [1] Group 4 - Sincere Company, established in 1900, is one of the oldest and most renowned department stores in Hong Kong [2] - The company primarily focuses on retail, offering a wide range of products including fashion apparel, bags, outdoor sports goods, beauty products, home goods, electronics, bedding, bathroom supplies, travel items, and food [2] - Sincere operates four stores located in Central, Mong Kok, Sham Shui Po, and Tsuen Wan, with the Mong Kok store covering approximately 40,000 square feet [2]