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: | 2026年3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: | 國家聯合資源控股有限公司 | | | 呈交日期: | 2026年4月1日 | | | I. 法定/註冊股本變動 不適用 | | | FF301 第 1 頁 共 10 頁 v 1.2.1 FF301 II. 已發行股份及/或庫存股份變動及足夠公眾持股量的確認 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) 00254 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 563,762,840 0 563,762,840 增加 / 減少 (-) 本月底結存 563,762,840 0 563,762,840 足夠公眾持股量的確認(註4) | 根據《主板上市規則》第13.32D(1)條或第19A.28D(1)條 / 《GEM上市規則》第17.37D(1)條或第25.21D(1)條，我們在此確 ...

(Incorporated in Hong Kong with limited liability) （於香港註冊成立之有限公司） (Stock Code: 254) （股份代號：254） NOTIFICATION LETTER 通知信函 9 March 2026 Dear Non-Registered Shareholder(1), National United Resources Holdings Limited (the "Company") – Notification of publication of 2025 Interim Report ("Current Corporate Communication") on the Company's website NATIONAL UNITED RESOURCES HOLDINGS LIMITED 國家聯合資源控股有限公 司 The Current Corporate Communication of the Company, in both English and Chinese versions, is available on the web ...

NATIONAL UNITED RESOURCES HOLDINGS LIMITED 國家聯合資源控股有限公 司 (Incorporated in Hong Kong with limited liability) （於香港註冊成立之有限公司） (Stock Code: 254) （股份代號：254） • Interim Report for the six months ended 31 December 2025 You may access the Current Corporate Communications through the Company's website or the Stock Exchange's website or by referring to the attached printed version (if applicable). For shareholders who have chosen (or are deemed to have consented) to receive the Corporate Communications (Note) by elect ...

（於香港註冊成立之有限公司） （股份代號：254） 致新登記股東： 選擇公司通訊的收取方式 吾等根據香港聯合交易所有限公司證券上市規則第2.07A條及國家聯合資源控股有限公司（「本公司」）的組織章 程細則，通知 閣下可以以下方式獲取本公司日後公司通訊（「公司通訊」），該等公司通訊包括本公司將就其供 任何證券持有人參考或行動而發出的任何文件，包括但不限於：(a)董事會報告、年度賬目連同核數師報告及財 務摘要報告（如適用）；(b)中期報告及中期摘要報告（如適用）；(c)會議通告；(d)上市文件；(e)通函及(f)代表委任 表格： 選擇一： 透過本公司網站https://www.irasia.com/listco/hk/nur/以電子方式收取所有日後公司通訊（「網上版 本」），以代替收取印刷本，並收取公司通訊已在本公司網站登載之通知；或 選擇二： 同時收取所有日後公司通訊之英文及中文印刷本。 為響應保護環境及促進與 閣下之有效溝通，吾等鼓勵 閣下選擇上述選擇一以收取所有日後公司通訊之網 上版本。即使選擇網上版本， 閣下仍有權隨時向本公司於香港的股份過戶登記處卓佳證券登記有限公司（「股 份過戶登記處」）發出書面合理通 ...

Financial Performance - Revenue for the six months ended December 31, 2025, was HKD 34,343,000, a decrease of 38.8% compared to HKD 56,029,000 for the same period in 2024[5] - Gross loss for the period was HKD 3,885,000, compared to a gross profit of HKD 21,700,000 in the previous year[5] - Operating loss increased to HKD 19,643,000 from HKD 3,404,000 year-on-year[5] - Loss before tax was HKD 24,453,000, compared to HKD 18,106,000 in the prior period[5] - Net loss attributable to owners of the company was HKD 23,535,000, compared to HKD 19,238,000 in the same period last year[5] - Total comprehensive loss for the period was HKD 17,819,000, a decrease from HKD 20,226,000 in the previous year[7] - The company reported a net loss of HKD 23,642,000 for the six months ended December 31, 2025, compared to a net loss of HKD 19,133,000 in 2024[23] - The group recorded a loss attributable to owners of the company of approximately HKD 23,535,000, an increase of approximately HKD 4,297,000 or 22.3% compared to the corresponding period[70] Assets and Liabilities - Non-current assets decreased to HKD 115,481,000 from HKD 178,445,000 as of June 30, 2025[8] - Current liabilities increased to HKD 449,539,000 from HKD 514,413,000[8] - Total assets as of December 31, 2025, were HKD 529,644,000, a decrease from HKD 564,554,000 as of June 30, 2025[23] - The company’s total liabilities as of December 31, 2025, were HKD 452,739,000, an increase from HKD 519,623,000 as of June 30, 2025[23] - The company had total borrowings of HKD 99,862,000 as of December 31, 2025, down from HKD 192,099,000 as of June 30, 2025[48] Cash Flow - The company reported a net cash outflow from operating activities of HKD 94,604,000 for the six months ended December 31, 2025, compared to a net inflow of HKD 109,926,000 for the same period in 2024[12] - The net cash inflow from investing activities was HKD 119,461,000 for the six months ended December 31, 2025, contrasting with a net outflow of HKD 10,991,000 in 2024[12] - The company’s cash and cash equivalents increased to HKD 180,099,000 as of December 31, 2025, up from HKD 152,945,000 at the end of 2024[12] Business Operations - The company has two reportable operating segments: automotive leasing and IT services, with no inter-segment sales reported for the periods[19][20] - The company plans to continue its operations in the automotive leasing market and expand its IT services, including cloud computing and digital transformation solutions[21] - The management has decided against large-scale business expansion in the second half of 2025, focusing instead on optimizing internal processes and improving service quality[58] - The company plans to enhance resource planning and control technology to improve operational efficiency and has signed a memorandum of understanding for the acquisition of a technology company to strengthen its logistics management system[60] Share Capital and Financing - The company completed a subscription and public offering, raising a total of HKD 174,680,000 from the subscription of 1,588,000,000 new consolidated shares at a price of HKD 0.11 per share, which represents a discount of approximately 92.3% from the theoretical closing price of HKD 1.42 per share[77] - The company announced a proposed share consolidation on July 16, 2025, merging every 10 existing shares into 1 consolidated share to strengthen its financial position[81] - The company issued a total of 125,000,000 shares on August 19, 2025, to five subscribers[99] Governance and Compliance - The audit committee has reviewed the unaudited interim results for the six months ended December 31, 2025, confirming compliance with applicable accounting standards[102] - The company has adopted the corporate governance code and has complied with its relevant provisions, with some exceptions noted[100] - The company has confirmed compliance with the standard code of conduct for securities trading by all directors during the six months ended December 31, 2025[103]

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: | 2026年2月28日 | 狀態: 新提交 | | --- | --- | --- | | 致：香港交易及結算所有限公司 | | | | 公司名稱: | 國家聯合資源控股有限公司 | | | 呈交日期: | 2026年3月3日 | | | I. 法定/註冊股本變動 不適用 | | | | 根據《主板上市規則》第13.32D(1)條或第19A.28D(1)條 / 《GEM上市規則》第17.37D(1)條或第25.21D(1)條，我們在此確認，就上述所列股份類別而言，截至本月底: | | --- | | ✔ 已符合適用的公眾持股量要求（見下方） | | 未符合適用的公眾持股量要求（見下方） | | 根據《主板上市規則》第13.32B條或第19A.28B條 / 《GEM上市規則》第17.37B條或第25.21B條（視情況而定）所載的有關股份類別的最低公眾持股量要求為： | | 適用的公眾持股量門檻 初始指定門檻 - 上市股份所屬類別的已發行股份總數(不包括庫存股份)的25% | | 額外信息 | FF301 第 1 頁 ...

Group 1 - The company reported a revenue of HKD 34.343 million for the six months ending December 31, 2025, representing a year-on-year decrease of 38.7% [1] - The loss attributable to the company's owners was HKD 23.535 million, which expanded by 22.34% year-on-year [1] - The basic loss per share was HKD 0.0444 [1]

Group 1 - The company reported revenue of HKD 34.343 million for the six months ending December 31, 2025, representing a year-on-year decrease of 38.7% [1] - The loss attributable to the company's owners was HKD 23.535 million, which widened by 22.34% compared to the previous year [1] - The basic loss per share was HKD 0.0444 [1]

Core Viewpoint - The company reported a significant loss in its interim results for the six months ending December 31, 2025, indicating challenges in both its automotive leasing and IT services sectors [1] Financial Performance - Total revenue for the period was approximately HKD 34,343,000, with HKD 14,245,000 from automotive leasing and commuter bus services, and HKD 20,098,000 from IT services [1] - The corresponding period's total revenue was approximately HKD 56,029,000, with HKD 21,512,000 from automotive leasing and commuter bus services, and HKD 34,517,000 from IT services [1] Loss Analysis - The company recorded a loss of approximately HKD 23,642,000 after tax expenses for the period, an increase of about HKD 4,509,000 or 23.6% compared to the previous period's loss of HKD 19,133,000 [1] - The loss attributable to shareholders for the current period was approximately HKD 23,535,000, compared to HKD 19,238,000 in the corresponding period, reflecting an increase of about HKD 4,297,000 or 22.3% [1]

Financial Performance - The company reported revenue of HKD 34,343,000 for the six months ended December 31, 2025, a decrease of 38.7% compared to HKD 56,029,000 for the same period in 2024[6]. - The gross loss for the period was HKD 3,885,000, compared to a gross profit of HKD 21,700,000 in the previous year, indicating a significant decline in profitability[6]. - Operating loss increased to HKD 19,643,000 from HKD 3,404,000 year-on-year, reflecting higher operational challenges[6]. - The net loss attributable to the owners of the company was HKD 23,535,000, compared to HKD 19,238,000 in the prior period, representing a 22.5% increase in losses[6]. - The company reported a total comprehensive loss of HKD 17,819,000 for the period, an improvement from HKD 20,226,000 in the previous year[8]. - The basic and diluted loss per share for the period was HKD 4.44, slightly higher than HKD 4.38 in the previous year[6]. - The company reported a net loss of approximately HKD 23,642,000 for the six months ended December 31, 2025, compared to a profit of HKD 109,926,000 for the same period in 2024[15]. - The total segment loss for the six months ended December 31, 2025, was HKD (6,871,000), compared to a profit of HKD 8,277,000 in the same period of 2024[24]. - The company reported a total operating loss of HKD (19,643,000) for the six months ended December 31, 2025, compared to a loss of HKD (3,404,000) in the same period of 2024[24]. Assets and Liabilities - Non-current assets decreased to HKD 115,481,000 from HKD 178,445,000, indicating a reduction in long-term asset holdings[9]. - Current assets increased to HKD 414,163,000 from HKD 320,602,000, showing improved liquidity[9]. - Total liabilities decreased from HKD 514,413,000 to HKD 449,539,000, reflecting a reduction in financial obligations[10]. - The company's equity attributable to owners increased to HKD 118,967,000 from HKD 85,551,000, indicating a strengthening of the company's financial position[10]. - The total assets as of December 31, 2025, were HKD 305,899,000, down from HKD 421,583,000 as of June 30, 2025[24]. - The total liabilities as of December 31, 2025, were HKD (244,885,000), compared to HKD (226,704,000) as of June 30, 2025[24]. - The company had total borrowings of HKD 99,862,000 as of December 31, 2025, down from HKD 192,099,000 as of June 30, 2025[49]. - The company’s total liabilities included a net current liability of approximately HKD 35,376,000 as of December 31, 2025, indicating potential liquidity concerns[15]. Cash Flow and Financing - Cash flow from operating activities was negative at HKD 94,604,000 for the six months ended December 31, 2025, a significant decline from the previous year's positive cash flow[13]. - The company generated a net cash inflow from investing activities of HKD 119,461,000, contrasting with a cash outflow of HKD 10,991,000 in the prior year[13]. - The company raised HKD 49,793,000 from share subscriptions during the reporting period[11]. - The company reported a financing cost of HKD 4,810,000 for the six months ended December 31, 2025, down from HKD 5,354,000 in 2024[37]. - The company plans to use approximately HKD 40 million of the net proceeds for potential payment related to the acquisition of City Gear Limited, with the remaining HKD 9.8 million allocated for general operating funds[83]. Share Capital and Equity - The issued share capital increased to HKD 3,637,562,000 with 563,762,840 shares as of December 31, 2025, following a share consolidation[50]. - The company raised approximately HKD 50,000,000 from the issuance of 125,000,000 new shares at a subscription price of HKD 0.40 per share[50]. - The total planned amount for debt restructuring is HKD 160 million, with HKD 41.906 million already utilized as of December 31, 2025[85]. - The net asset value increased to HKD 76,905,000 as of December 31, 2025, up HKD 31,974,000 from approximately HKD 44,931,000 on June 30, 2025, mainly due to a share subscription in August 2025[75]. Business Operations and Strategy - The company is engaged in the car rental and commuter bus services market in China, indicating a focus on expanding its operational footprint in this sector[14]. - The management has decided against large-scale business expansion in the second half of 2025, focusing instead on optimizing internal processes and improving service quality[59]. - The company plans to enhance resource planning and control technology to improve operational efficiency and has signed a memorandum of understanding for the acquisition of a technology company to support this initiative[61]. - The group is exploring opportunities in the bulk commodity trade and transportation sector, viewing it as a more stable business compared to passenger transport[62]. - A pilot frozen food trade project is set to launch in December 2025, in collaboration with two companies in Tianjin, marking a strategic entry into the frozen food trade[63]. - The group aims to expand into tourism and related markets, leveraging its experience in passenger transport to explore new business opportunities[64]. - The group is engaging with potential investors and partners in the renewable energy sector to explore collaborative development opportunities[65]. Governance and Compliance - The audit committee has reviewed the unaudited condensed consolidated interim results for the six months ended December 31, 2025, ensuring compliance with applicable accounting standards[103]. - The company has adhered to the corporate governance code, with some deviations noted[101]. - The board of directors has not appointed a dedicated CEO, believing that the current structure allows for efficient decision-making[102]. - No directors or their close associates held any interests in competing businesses during the six months ended December 31, 2025[99]. Shareholder Information - As of December 31, 2025, the major shareholders include Qianyi Limited with 97,250,000 shares, representing 17.25% of the issued shares[96]. - Hot Mediatech Group and Ms. Li Jiayi each hold 70,000,000 shares, accounting for 12.42% of the total issued shares[96]. - Hantian Marine Resources Limited holds 61,550,000 shares, which is 10.92% of the issued shares[96]. - The company did not declare any interim dividend for the six months ended December 31, 2025, consistent with the previous year[107].