Group 1 - GBA Group plans to issue up to 46.5669 million placement shares, representing approximately 16.67% of the enlarged issued share capital after the placement [1] - The placement price is set at HKD 0.200 per share, which is a discount of 12.66% compared to the closing price of HKD 0.229 on September 3 [1] - The total expected proceeds from the placement are estimated to be HKD 9.31 million, with a net amount of approximately HKD 8.61 million intended for general working capital and/or development of new businesses [1]

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告的內容概不 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 對 因 本 公 告 全部或任何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責 任。 本 公 告 僅 供 參 考，並 不 構 成 收 購、購 買 或 認 購 本 公 司 證 券 的 邀 請 或 要 約。 GBA HOLDINGS LIMITED GBA集團有限公司 （於百慕達註冊成立之有限公司） （股份代號：00261） 配售代理 根據一般授權配售新股份 配 售 於2025年9月3日 聯 交 所 交 易 時 段 後，本 公 司 與 配 售 代 理 訂 立 配 售 協 議，據 此，配 售 代 理（作 為 本 公 司 代 理）有 條 件 同 意 按 盡 力 基 準 促 使 不 少 於 六 名 承 配 人（彼 等 及 彼 等 的 最 終 實 益 擁 有 人 須 為 獨 立 第 三 方）按 配 售 價 每 股 配 售 股 份 0.200港元認購最多46,566,946股 配 售 股 份。 配 售 股 份 相 當 於：(a)本公告日期現有已發 ...

呈交日期: 2025年9月1日 I. 法定/註冊股本變動 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: GBA 集團有限公司 | 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) | 00261 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 15,000,000,000 | HKD | | 0.2 | HKD | | 3,000,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 15,000,000,000 | HKD | | 0.2 | HKD | | 3,00 ...

Core Viewpoint - GBA Group reported a revenue increase of approximately 6.3% year-on-year, reaching around HKD 31.2 million for the six months ending June 30, 2025, primarily driven by sales from real estate projects and dining services [1] Financial Performance - The group recorded a net loss attributable to shareholders of approximately HKD 43.2 million, representing an increase of about 81.9% year-on-year [1] - The increase in loss is mainly attributed to impairment losses and rising direct costs in the dining segment [1] Dividend Policy - The board of directors has decided not to declare any interim dividend for the six months ending June 30, 2025, consistent with the previous year [1]

Group 1 - The company GBA Group (00261) reported a mid-term performance for the six months ending June 30, 2025, with revenue of HKD 31.226 million, representing a year-on-year increase of 6.34% [1] - The company experienced a loss attributable to shareholders of HKD 43.248 million, which is an increase of 81.88% compared to the previous year [1] - The loss per share was reported at HKD 0.1464 [1]

Group 1 - The core viewpoint of the article is that GBA Group (00261) reported its interim results for the six months ending June 30, 2025, showing a revenue of HKD 31.226 million, which represents a year-on-year increase of 6.34% [1] - The company experienced a significant increase in shareholder losses, amounting to HKD 43.248 million, which is an 81.88% year-on-year expansion [1] - The loss per share for the company was reported at HKD 0.1464 [1]

[Company Information](index=2&type=section&id=Company%20Information) [Company Name and Basic Information](index=2&type=section&id=Company%20Name%20and%20Basic%20Information) This section provides GBA Holdings Limited's fundamental corporate details, including company name, stock code, board members, committee compositions, and key contact and governance information - Company Name: **GBA Holdings Limited**[2](index=2&type=chunk)[5](index=5&type=chunk) - Stock Code: **00261**[2](index=2&type=chunk)[5](index=5&type=chunk) - Executive Directors include WONG Cho Wai (Chairman), LAM Ka Lee, and WONG Sze Yu[5](index=5&type=chunk) - Independent Non-executive Directors include WU Wai Shan, LEUNG Ka Chun, and CHAN Sheung Yu[5](index=5&type=chunk) [Chairman's Report](index=4&type=section&id=Chairman's%20Report) [Interim Results Overview](index=4&type=section&id=Interim%20Results%20Overview) For the six months ended June 30, 2025, the Group's revenue increased by 6.3% to HKD 31.2 million, but net loss attributable to owners significantly rose by 81.9% to HKD 43.2 million, primarily due to impairment losses and increased catering costs, with no interim dividend recommended 2025 Half-Year Key Financial Data (Chairman's Report) | Metric | For the six months ended June 30, 2025 (HKD) | For the six months ended June 30, 2024 (HKD) | Change (%) | | :--- | :--------------------------------- | :--------------------------------- | :------- | | Revenue | 31,200,000 | 29,400,000 | +6.3% | | Net Loss Attributable to Owners of the Company | 43,200,000 | 23,800,000 | +81.9% | - The increase in loss was primarily due to increased impairment losses and direct costs for the catering business[6](index=6&type=chunk) - The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025 (June 30, 2024: nil)[7](index=7&type=chunk) [Business Review](index=4&type=section&id=Business%20Review) The Group's diversified businesses include property, financial, automobile, catering, and corporate advisory services, with property sales from Anshan, stable interest income from financial services, catering as the largest revenue contributor, no automobile revenue this period, and new corporate advisory services - Property Business: Primarily focused on three property projects in Anshan, Liaoning Province, with Phase 2.2 of "China Construction • Jun Gong Guan" completed in July 2025, generating approximately **HKD 7.6 million** in revenue for the period[8](index=8&type=chunk) - Financial Business: Operating money lending in Hong Kong, recorded approximately **HKD 4.2 million** in interest income for the period, with plans for expansion[9](index=9&type=chunk) - Automobile Business: Generated **no revenue** for the period but will continue to be developed[10](index=10&type=chunk) - Catering Business: Operating in Hong Kong, recorded approximately **HKD 19.3 million** in revenue for the period[11](index=11&type=chunk) - Corporate Advisory Services Business: Commenced in Hong Kong from April 2025, recorded approximately **HKD 72 thousand** in revenue for the period[12](index=12&type=chunk) [Outlook](index=6&type=section&id=Outlook) For 2025, the Group anticipates improved property sales driven by Chinese government policy support, while financial, automobile, and catering businesses are expected to remain stable or slightly improve due to projected interest rate reductions and increased consumer demand, as the Group seeks new opportunities to enhance shareholder returns - Property business sales are expected to improve in 2025, benefiting from the Chinese government's policy support for the property market[13](index=13&type=chunk) - Financial, automobile, and catering businesses are expected to remain stable or slightly improve, primarily influenced by anticipated interest rate reductions and increased consumer demand[13](index=13&type=chunk) - The Group will continue to expand its businesses based on market demand and available funds, and seek new opportunities to enhance shareholder returns[14](index=14&type=chunk) [Acknowledgements](index=6&type=section&id=Acknowledgements) The Chairman extends sincere gratitude to the Directors, management, employees, shareholders, investors, banks, customers, suppliers, and landlords for their unwavering commitment, loyalty, and strong support during challenging times - The Chairman thanks the Directors, management, and all employees for their unwavering commitment, loyalty, and diligent performance during challenging times[15](index=15&type=chunk) - Also thanks shareholders, investors, banks, customers, suppliers, and landlords for their encouragement and strong support during this special period[15](index=15&type=chunk) [Financial Review](index=7&type=section&id=Financial%20Review) [Revenue Analysis](index=7&type=section&id=Revenue%20Analysis) The Group's revenue for the six months ended June 30, 2025, increased by 6.3% to approximately HKD 31.2 million, with property business remaining the largest contributor at 24.3% despite a decline, while financial and catering businesses grew, and corporate advisory services contributed revenue for the first time Revenue Overview | Metric | For the six months ended June 30, 2025 (HKD) | For the six months ended June 30, 2024 (HKD) | Change (%) | | :--- | :--------------------------------- | :--------------------------------- | :------- | | Total Revenue | 31,200,000 | 29,400,000 | +6.3% | - Property business revenue was approximately **HKD 7.6 million**, primarily from the sale of remaining units in Land New City and China Construction • Jun Gong Guan, accounting for approximately **24.3%** of total revenue[17](index=17&type=chunk) - Financial business revenue was approximately **HKD 4.2 million**, compared to approximately HKD 2.9 million in the same period last year[18](index=18&type=chunk) - Catering business revenue was approximately **HKD 19.3 million**, compared to approximately HKD 14.3 million in the same period last year[19](index=19&type=chunk) - Corporate advisory services business contributed revenue of approximately **HKD 72 thousand** for the first time[20](index=20&type=chunk) [Cost of Revenue and Gross Profit](index=7&type=section&id=Cost%20of%20Revenue%20and%20Gross%20Profit) Cost of revenue for the period significantly increased by 134.0% to approximately HKD 59.2 million, primarily due to increased impairment losses in the property business, resulting in a gross loss of approximately HKD 27.9 million and a gross loss margin of 89.5%, a substantial decline from the prior period's gross profit Cost of Revenue and Gross Profit Overview | Metric | For the six months ended June 30, 2025 (HKD) | For the six months ended June 30, 2024 (HKD) | Change (%) | | :--- | :--------------------------------- | :--------------------------------- | :------- | | Cost of Revenue | 59,200,000 | 25,300,000 | +134.0% | | Gross (Loss)/Profit | (27,900,000) | 4,100,000 | N/A | | Gross (Loss)/Profit Margin | (89.5%) | 13.9% | N/A | - The increase in cost of revenue was primarily due to increased impairment losses on properties held for sale and properties under development in the property business[21](index=21&type=chunk) - The decrease in gross profit was primarily due to increased direct costs for the catering business and impairment losses on properties held for sale and properties under development[22](index=22&type=chunk) [Other Income and Expenses](index=8&type=section&id=Other%20Income%20and%20Expenses) Other income and gains for the period significantly increased to approximately HKD 7.1 million, mainly from lease modification gains and net reversal of impairment losses on expected credit losses, while sales and distribution expenses rose due to advertising, and administrative expenses decreased due to reduced staff salaries and depreciation - Financial assets at fair value through profit or loss recorded approximately **HKD 89 thousand** during the period[23](index=23&type=chunk) Other Income and Gains Overview | Metric | For the six months ended June 30, 2025 (HKD) | For the six months ended June 30, 2024 (HKD) | Change (%) | | :--- | :--------------------------------- | :--------------------------------- | :------- | | Other Income and Gains | 7,100,000 | 1,300,000 | +446.2% | - The increase in other income was primarily due to lease modification gains and net reversal of impairment losses on expected credit losses during the period[24](index=24&type=chunk) Sales and Distribution Expenses Overview | Metric | For the six months ended June 30, 2025 (HKD) | For the six months ended June 30, 2024 (HKD) | Change (%) | | :--- | :--------------------------------- | :--------------------------------- | :------- | | Sales and Distribution Expenses | 7,700,000 | 5,200,000 | +48.9% | - Administrative expenses decreased from approximately **HKD 23 million** to approximately **HKD 11.8 million**, primarily due to reduced staff salaries and depreciation[26](index=26&type=chunk) [Loss Attributable to Owners of the Company](index=8&type=section&id=Loss%20Attributable%20to%20Owners%20of%20the%20Company) Due to a significant increase in cost of revenue, the Group recorded a loss attributable to owners of the Company of approximately HKD 43.2 million for the six months ended June 30, 2025, a substantial increase from the HKD 23.8 million loss in the prior period Loss Attributable to Owners of the Company | Metric | For the six months ended June 30, 2025 (HKD) | For the six months ended June 30, 2024 (HKD) | | :--- | :--------------------------------- | :--------------------------------- | | Loss Attributable to Owners of the Company | 43,200,000 | 23,800,000 | - The increase in loss was primarily due to increased cost of revenue[27](index=27&type=chunk) [Liquidity and Financial Resources](index=9&type=section&id=Liquidity%20and%20Financial%20Resources) The Group maintains capital adequacy with net current assets of approximately HKD 429.2 million and a current ratio of 367.25%, experiencing an increase in cash and cash equivalents alongside a rise in bank overdrafts, primarily relying on net cash from operating activities and bank borrowings for future working capital needs Liquidity Overview | Metric | As at June 30, 2025 (HKD) | As at December 31, 2024 (HKD) | | :--- | :------------------- | :-------------------- | | Net Current Assets | 429,200,000 | 436,900,000 | | Cash and Cash Equivalents | 18,200,000 | 14,800,000 | | Current Ratio | 367.25% | 436.32% | | Bank Overdrafts | 19,300,000 | 9,900,000 | - The Group's working capital primarily comes from cash on hand and net cash used in operating activities, and will rely on bank borrowings (if needed) to meet future requirements[28](index=28&type=chunk) [Treasury Management and Risks](index=9&type=section&id=Treasury%20Management%20and%20Risks) The Group adopts a prudent treasury management approach, centralizing cash management and risk control, with no interest rate risk due to the absence of bank borrowings during the period, and considers foreign currency exchange risk not significant, with no intention to engage in high-risk foreign exchange derivative instruments - The Group manages cash and controls risks with a prudent approach, centralizing treasury activities[30](index=30&type=chunk) - There was **no interest rate risk** during the period due to the absence of bank borrowings[30](index=30&type=chunk) - The Group has **no significant exchange rate risk** and no intention to engage in any high-risk foreign exchange derivative instruments[30](index=30&type=chunk) [Significant Corporate Activities](index=9&type=section&id=Significant%20Corporate%20Activities) During the period, the Company acquired 100% equity interest in Grand Shine Capital Limited on April 1, 2025, making it a wholly-owned subsidiary, and as at the reporting period end, the Group had no capital commitments, pledged assets, or significant contingent liabilities - On April 1, 2025, the Company acquired **100% equity interest** in Grand Shine Capital Limited, making it a wholly-owned subsidiary[31](index=31&type=chunk) - As at June 30, 2025, the Group had **no capital commitments** (December 31, 2024: nil)[29](index=29&type=chunk) - As at June 30, 2025, the Group had **no pledged assets** (December 31, 2024: nil)[33](index=33&type=chunk) - As at June 30, 2025, the Group had **no significant contingent liabilities** (December 31, 2024: nil)[34](index=34&type=chunk) [Employees and Remuneration Policy](index=10&type=section&id=Employees%20and%20Remuneration%20Policy) As at June 30, 2025, the Group's total number of employees increased to 89, with a remuneration policy based on fairness, offering market-competitive and performance-linked compensation packages, including MPF, medical insurance, and bonuses, with potential share option grants Employee Count | Date | Total Employees | | :--- | :------- | | June 30, 2025 | 89 | | December 31, 2024 | 70 | - The remuneration policy is based on fairness, providing motivating, performance-measured, and market-competitive compensation packages[35](index=35&type=chunk) - In addition to salaries, other employee benefits include MPF contributions, medical insurance, and performance-linked bonuses, with eligible employees also potentially receiving share options[35](index=35&type=chunk) [Post-Reporting Period Events and Dividends](index=10&type=section&id=Post-Reporting%20Period%20Events%20and%20Dividends) Subsequent to the reporting period, the Company adopted a new share option scheme (2025 Scheme) on July 7, 2025, valid for ten years, and the Board does not recommend an interim dividend for the period ended June 30, 2025 - The Company adopted a new share option scheme (2025 Scheme) by ordinary resolution at an extraordinary general meeting held on July 7, 2025, valid for **ten years**[36](index=36&type=chunk) - The Board does not recommend the declaration of an interim dividend for the period ended June 30, 2025 (2024: nil)[38](index=38&type=chunk) [Use of Proceeds from Rights Issue](index=11&type=section&id=Use%20of%20Proceeds%20from%20Rights%20Issue) The Company received net proceeds of approximately HKD 48.3 million from the rights issue, with HKD 34.219 million utilized by June 30, 2025, for general working capital, catering and food-related investments, and financial business expansion, while the remaining HKD 14.081 million is earmarked for live streaming business investment, expected to be used by December 2026 - Net proceeds from the rights issue were approximately **HKD 48.3 million**[42](index=42&type=chunk) Use of Proceeds from Rights Issue (As at June 30, 2025) | Purpose | Planned Net Proceeds (HKD thousands) | Actual Net Proceeds Used (HKD thousands) | Unused Net Proceeds (HKD thousands) | Expected Timeline for Use | | :--- | :----------------------------- | :----------------------------- | :----------------------------- | :--------------- | | General working capital of the Company | 9,660 | 9,660 | – | Not applicable | | Investment in catering and food-related businesses | 14,490 | 14,490 | – | Not applicable | | Investment in live streaming business | 14,490 | 409 | 14,081 | December 2026 | | Expansion of financial business | 9,660 | 9,660 | – | Not applicable | | **Total** | **48,300** | **34,219** | **14,081** | | [Use of Proceeds from Placing](index=13&type=section&id=Use%20of%20Proceeds%20from%20Placing) The Company received net proceeds of approximately HKD 15.65 million from the placing, with HKD 9.233 million utilized by June 30, 2025, for general working capital and financial business expansion, and the remaining HKD 6.417 million expected to be used by December 31, 2025 - Net proceeds from the placing were approximately **HKD 15.65 million**[45](index=45&type=chunk) Use of Proceeds from Placing (As at June 30, 2025) | Purpose | Planned Net Proceeds (HKD thousands) | Actual Net Proceeds Used (HKD thousands) | Unused Net Proceeds (HKD thousands) | Expected Timeline for Use | | :--- | :----------------------------- | :----------------------------- | :----------------------------- | :--------------- | | General working capital of the Company | 6,260 | 3,358 | 2,902 | December 31, 2025 | | Expansion of financial business | 9,390 | 5,875 | 3,515 | December 31, 2025 | | **Total** | **15,650** | **9,233** | **6,417** | | [Interim Results](index=14&type=section&id=Interim%20Results) [Unaudited Condensed Consolidated Statement of Profit or Loss](index=14&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) The Group's revenue for the six months ended June 30, 2025, was HKD 31.226 million, but a significant increase in cost of revenue to HKD 59.163 million resulted in a gross loss of HKD 27.937 million, with the loss for the period expanding to HKD 41.006 million and basic and diluted loss per share attributable to owners of the Company at HKD 14.64 cents Unaudited Condensed Consolidated Statement of Profit or Loss Summary | Metric | For the six months ended June 30, 2025 (HKD thousands) | For the six months ended June 30, 2024 (HKD thousands) | | :--- | :--------------------------------- | :--------------------------------- | | Revenue | 31,226 | 29,363 | | Cost of Revenue | (59,163) | (25,282) | | Gross (Loss)/Profit | (27,937) | 4,081 | | Other Income and Gains | 7,148 | 1,271 | | Sales and Distribution Expenses | (7,678) | (5,157) | | Administrative Expenses | (11,773) | (22,953) | | Loss Before Tax | (41,170) | (25,614) | | Loss for the Period | (41,006) | (26,707) | | Loss for the Period Attributable to Owners of the Company | (43,248) | (23,778) | | Basic and Diluted Loss Per Share | (14.64 HK cents) | (2.45 HK cents) | [Unaudited Consolidated Statement of Comprehensive Income](index=15&type=section&id=Unaudited%20Consolidated%20Statement%20of%20Comprehensive%20Income) The Group's total comprehensive loss for the six months ended June 30, 2025, was HKD 41.006 million, an increase from HKD 38.875 million in the prior period, primarily reflecting the increased loss for the period Unaudited Consolidated Statement of Comprehensive Income Summary | Metric | For the six months ended June 30, 2025 (HKD thousands) | For the six months ended June 30, 2024 (HKD thousands) | | :--- | :--------------------------------- | :--------------------------------- | | Loss for the Period | (41,006) | (26,707) | | Exchange differences on translation of foreign operations | – | (12,168) | | Total Comprehensive Loss for the Period | (41,006) | (38,875) | | Total Comprehensive Loss for the Period Attributable to Owners of the Company | (43,248) | (35,946) | [Unaudited Condensed Consolidated Statement of Financial Position](index=16&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As at June 30, 2025, the Group's total assets increased to HKD 683.6 million, with current assets at HKD 589.8 million, total shareholders' equity at HKD 523.0 million, current liabilities rising to HKD 160.6 million, and net current assets at HKD 429.2 million Unaudited Condensed Consolidated Statement of Financial Position Summary | Metric | As at June 30, 2025 (HKD thousands) | As at December 31, 2024 (HKD thousands) | | :--- | :--------------------- | :--------------------- | | Total Non-current Assets | 93,768 | 93,129 | | Total Current Assets | 589,834 | 566,812 | | **Total Assets** | **683,602** | **659,941** | | Equity Attributable to Owners of the Company | 538,063 | 547,348 | | Total Equity | 522,991 | 530,034 | | Total Current Liabilities | 160,611 | 129,907 | | **Total Liabilities** | **160,611** | **129,907** | | Net Current Assets | 429,223 | 436,905 | [Unaudited Condensed Consolidated Statement of Changes in Equity](index=18&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) The Group's total equity decreased to HKD 523.0 million for the six months ended June 30, 2025, with changes primarily driven by a HKD 21.222 million increase from shares issued under placing, a HKD 43.248 million loss attributable to owners of the Company, and exchange differences Unaudited Condensed Consolidated Statement of Changes in Equity Summary | Metric | As at June 30, 2025 (HKD thousands) | As at December 31, 2024 (HKD thousands) | | :--- | :--------------------- | :--------------------- | | Total Equity at Beginning of Period | 530,034 | 608,509 | | Shares issued under placing | 21,222 | – | | Loss for the Period (Attributable to Owners of the Company) | (43,248) | (23,778) | | Exchange differences on translation of foreign operations | 12,741 | (12,168) | | Total Equity at End of Period | 522,991 | 530,034 | [Unaudited Condensed Consolidated Statement of Cash Flows](index=19&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash flow from operating activities was an outflow of HKD 17.408 million, and from investing activities was an outflow of HKD 15.018 million, while financing activities generated an inflow of HKD 23.488 million due to share issuance, resulting in cash and cash equivalents of HKD 8.849 million at period-end Unaudited Condensed Consolidated Statement of Cash Flows Summary | Metric | For the six months ended June 30, 2025 (HKD thousands) | For the six months ended June 30, 2024 (HKD thousands) | | :--- | :--------------------------------- | :--------------------------------- | | Net cash flows (used in)/from operating activities | (17,408) | (1,158) | | Net cash flows (used in)/from investing activities | (15,018) | 6,142 | | Net cash flows from/(used in) financing activities | 23,488 | (4,923) | | Net (decrease)/increase in cash and cash equivalents | (8,938) | 61 | | Cash and cash equivalents at end of period | 8,849 | 39,910 | [Notes to the Financial Statements](index=21&type=section&id=Notes%20to%20the%20Financial%20Statements) This section provides detailed notes to the interim financial statements, covering basis of preparation, accounting policies, operating segment information, revenue composition, other income and gains, loss before tax, income tax, finance costs, dividends, loss per share, property, plant and equipment, inventories, loans and interest receivable, investments in associates/subsidiaries, trade receivables, pledged time deposits and cash, share capital, trade payables, other payables and accrued liabilities, contingent liabilities, pledged assets, commitments, related party transactions, and post-reporting period events [Basis of Preparation and Principal Accounting Policies](index=21&type=section&id=Basis%20of%20Preparation%20and%20Principal%20Accounting%20Policies) The unaudited condensed interim consolidated financial statements are prepared in accordance with Appendix 16 of the Listing Rules and HKAS 34, with accounting policies consistent with the 2024 annual report, except for newly adopted HKFRS that had no impact on financial position or performance - The unaudited condensed interim consolidated financial statements are prepared in accordance with Appendix 16 of the Listing Rules and Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants[55](index=55&type=chunk) - The accounting policies adopted are consistent with those in the 2024 annual report, except for the revised Hong Kong Financial Reporting Standards adopted for the first time in the current period, where the amendments to HKAS 21 had no impact on financial position and performance[56](index=56&type=chunk)[57](index=57&type=chunk) [Operating Segment Information](index=22&type=section&id=Operating%20Segment%20Information) The Group is organized into five reportable operating segments: property, financial, automobile, catering, and corporate advisory services, with segment performance evaluated based on adjusted profit/(loss) before tax, excluding specific costs, and all revenue is concentrated in Mainland China and Hong Kong, with no single customer accounting for more than 10% of total revenue - The Group is organized into five reportable operating segments: property business, financial business, automobile business, catering business, and corporate advisory services business[58](index=58&type=chunk)[60](index=60&type=chunk) - Segment performance is evaluated based on adjusted profit/(loss) before tax, which excludes finance costs, equity-settled share option expenses, and head office and corporate expenses[58](index=58&type=chunk) - The Group's markets are concentrated solely in Mainland China and Hong Kong, which contributed all of the Group's total revenue for the six months ended June 30, 2025, and 2024[64](index=64&type=chunk) - For the six months ended June 30, 2025, **no single customer** accounted for more than **10%** of the Group's total revenue[66](index=66&type=chunk) [Revenue Composition](index=27&type=section&id=Revenue%20Composition) This section details the Group's revenue composition, primarily from property sales, restaurant operations, interest income from loans, and corporate advisory services, with property sales revenue from Mainland China recognized at the point of transfer, and performance obligations satisfied upon transfer of properties, delivery of collectible cars, or provision of restaurant services Revenue Source Analysis | Revenue Source | For the six months ended June 30, 2025 (HKD thousands) | For the six months ended June 30, 2024 (HKD thousands) | | :--- | :--------------------------------- | :--------------------------------- | | Sale of properties | 7,581 | 12,114 | | Restaurant operations | 19,327 | 14,337 | | Interest income from loans receivable | 4,247 | 2,912 | | Corporate advisory services | 72 | – | | **Total** | **31,227** | **29,363** | - Property sales revenue of approximately **HKD 7.6 million** was from Mainland China, recognized at the point of property transfer[70](index=70&type=chunk) - Performance obligations are satisfied upon transfer of properties, delivery of collectible cars, or provision of restaurant services[71](index=71&type=chunk)[72](index=72&type=chunk)[73](index=73&type=chunk) [Other Income and Gains](index=29&type=section&id=Other%20Income%20and%20Gains) This section provides a detailed breakdown of other income and gains, including interest income, exchange difference gains, lease modification gains, net reversal of impairment losses on expected credit losses, and other miscellaneous items Other Income and Gains Details | Item | For the six months ended June 30, 2025 (HKD thousands) | For the six months ended June 30, 2024 (HKD thousands) | | :--- | :--------------------------------- | :--------------------------------- | | Interest income | 295 | 721 | | Exchange difference gain | 207 | 23 | | Lease modification gain | 2,173 | – | | Net reversal of impairment losses on expected credit losses | 4,425 | – | | Others | 48 | 71 | | **Total** | **7,148** | **1,271** | [Loss Before Tax and Income Tax](index=29&type=section&id=Loss%20Before%20Tax%20and%20Income%20Tax) Loss before tax is stated after deducting cost of revenue of HKD 59.163 million and depreciation of HKD 53 thousand, with an income tax credit of HKD 164 thousand recorded for the period, primarily from Mainland China land appreciation tax, and no provision for Hong Kong profits tax due to the absence of assessable profits - Loss before tax is stated after deducting cost of revenue of **HKD 59.163 million** (2024: HKD 25.282 million) and depreciation of **HKD 53 thousand** (2024: HKD 5.418 million)[76](index=76&type=chunk) - Income tax credit of **HKD 164 thousand** (2024: expense of HKD 1.093 million) was recorded for the period, primarily from Mainland China land appreciation tax[78](index=78&type=chunk) - No provision for Hong Kong profits tax was made for the period as the Group had no assessable profits in Hong Kong[77](index=77&type=chunk) [Finance Costs and Dividends](index=30&type=section&id=Finance%20Costs%20and%20Dividends) This section details the Group's finance costs, including interest on lease liabilities and other loans/bank overdrafts, and confirms that the Board does not recommend an interim dividend for the six months ended June 30, 2025 Finance Costs Analysis | Item | For the six months ended June 30, 2025 (HKD thousands) | For the six months ended June 30, 2024 (HKD thousands) | | :--- | :--------------------------------- | :--------------------------------- | | Interest on lease liabilities | 372 | 352 | | Interest on other loans and bank overdrafts | 231 | 467 | | **Total** | **603** | **819** | - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 (2024: nil)[80](index=80&type=chunk) [Loss Per Share](index=31&type=section&id=Loss%20Per%20Share) This section presents the basic and diluted loss per share attributable to owners of the Company's ordinary shares, along with the weighted average number of ordinary shares used in the calculation, adjusted to reflect the share consolidation subsequent to the reporting period Basic and Diluted Loss Per Share | Metric | For the six months ended June 30, 2025 (HK cents) | For the six months ended June 30, 2024 (HK cents) | | :--- | :--------------------------------- | :--------------------------------- | | Loss attributable to owners of the Company's ordinary shares | (14.64) | (2.45) | Weighted Average Number of Ordinary Shares Outstanding for the Period | Date | Number of Shares | | :--- | :------------- | | June 30, 2025 | 295,329,737 | | June 30, 2024 | 970,157,660 | - The weighted average number of ordinary shares used for calculating basic and diluted loss per share has been adjusted to reflect the share consolidation subsequent to the reporting period[84](index=84&type=chunk) [Property, Plant and Equipment](index=32&type=section&id=Property%2C%20Plant%20and%20Equipment) This section provides the carrying amount of property, plant and equipment, noting an increase primarily due to additions and the acquisition of a subsidiary Carrying Amount of Property, Plant and Equipment | Date | Carrying Amount (HKD thousands) | | :--- | :-------------- | | June 30, 2025 | 616 | | December 31, 2024 | 129 | - The increase in carrying amount was primarily due to additions and acquisition of a subsidiary[86](index=86&type=chunk) [Inventories](index=33&type=section&id=Inventories) This section presents the total inventories, primarily comprising automobile inventory and catering materials Total Inventories | Date | Total (HKD thousands) | | :--- | :------------ | | June 30, 2025 | 48,144 | | December 31, 2024 | 48,195 | - Inventories primarily comprise automobile inventory of **HKD 47.68 million** and catering materials of **HKD 464 thousand**[87](index=87&type=chunk) [Loans and Interest Receivable](index=33&type=section&id=Loans%20and%20Interest%20Receivable) This section details the total loans and interest receivable, including loans receivable, interest receivable, and provision for expected credit losses Total Loans and Interest Receivable | Date | Total (HKD thousands) | | :--- | :------------ | | June 30, 2025 | 108,312 | | December 31, 2024 | 98,146 | - Loans receivable were **HKD 96.5 million**, interest receivable was **HKD 16.704 million**, and provision for expected credit losses was **HKD 4.892 million**[88](index=88&type=chunk) [Investments in Associates/Subsidiaries](index=33&type=section&id=Investments%20in%20Associates%2FSubsidiaries) This section outlines the Group's investments, including goodwill on acquisition and its equity interests in Kei Wah Limited (catering and related food business) and Grand Shine Capital Limited (corporate advisory services business) - Goodwill on acquisition was **HKD 152 thousand**[89](index=89&type=chunk) - The Group holds **51% interest** in Kei Wah Limited (catering and related food business) and **100% interest** in Grand Shine Capital Limited (corporate advisory services business)[90](index=90&type=chunk)[91](index=91&type=chunk) [Trade Receivables](index=35&type=section&id=Trade%20Receivables) This section provides an ageing analysis of trade receivables as at June 30, 2025, which primarily represent amounts due from the catering and related food business in Hong Kong Ageing Analysis of Trade Receivables (As at June 30, 2025) | Ageing | Balance (HKD thousands) | Percentage | | :--- | :------------ | :------- | | Current to 30 days | 773 | 33% | | 31 to 60 days | 108 | 5% | | 61 to 90 days | 133 | 6% | | Over 90 days | 1,320 | 56% | | **Total** | **2,334** | **100%** | - As at June 30, 2025, trade receivables were amounts due from the catering and related food business in Hong Kong[92](index=92&type=chunk) [Pledged Time Deposits and Cash and Cash Equivalents](index=35&type=section&id=Pledged%20Time%20Deposits%20and%20Cash%20and%20Cash%20Equivalents) This section provides an analysis of cash and cash equivalents, including cash and bank equivalents, pledged time deposits, and bank overdrafts, along with details on available banking facilities and RMB-denominated cash Cash and Cash Equivalents Analysis | Item | As at June 30, 2025 (HKD thousands) | As at December 31, 2024 (HKD thousands) | | :--- | :--------------------- | :--------------------- | | Cash and bank equivalents | 18,160 | 14,830 | | Pledged time deposits | 10,000 | 10,000 | | Less: Bank overdrafts | (19,311) | (9,911) | | **Cash and cash equivalents (Consolidated Statement of Cash Flows)** | **8,849** | **14,919** | - The Group's available banking facilities were **HKD 10 million**, of which approximately **HKD 9.958 million** was utilized[94](index=94&type=chunk) - RMB-denominated cash and cash equivalents were **HKD 2.192 million** (December 31, 2024: HKD 1.054 million)[93](index=93&type=chunk) [Share Capital](index=36&type=section&id=Share%20Capital) This section presents the issued and fully paid share capital, detailing the number of shares and their par value Issued and Fully Paid Share Capital | Date | Number of Shares | Ordinary shares of HKD 0.20 par value each (HKD thousands) | | :--- | :------------- | :--------------------------------- | | June 30, 2025 | 238,234,732 | 47,647 | | December 31, 2024 | 970,157,660 | 38,806 | [Trade Payables](index=37&type=section&id=Trade%20Payables) This section provides an ageing analysis of trade payables as at June 30, 2025, noting that they are non-interest bearing and generally have credit payment terms ranging from 30 to 120 days Ageing Analysis of Trade Payables (As at June 30, 2025) | Ageing | Balance (HKD thousands) | Percentage | | :--- | :------------ | :------- | | Current to 30 days | 11,022 | 26.0% | | Over 90 days | 31,371 | 74.0% | | **Total** | **42,399** | **100%** | - Trade payables are non-interest bearing and generally have credit payment terms ranging from **30 to 120 days**[96](index=96&type=chunk) [Other Payables and Accrued Liabilities](index=37&type=section&id=Other%20Payables%20and%20Accrued%20Liabilities) This section details the total other payables and accrued liabilities, highlighting a significant increase in contract liabilities, including amounts received for property sales, and notes other unsecured loans from an independent third party Total Other Payables and Accrued Liabilities | Date | Total (HKD thousands) | | :--- | :------------ | | June 30, 2025 | 98,897 | | December 31, 2024 | 79,543 | - Contract liabilities significantly increased to **HKD 48.792 million** (December 31, 2024: HKD 25.367 million), including amounts received and/or deposits for property sales[97](index=97&type=chunk)[99](index=99&type=chunk) - Other loans are unsecured loans from independent third party Mideast Investment Limited, bearing interest at **5% per annum** and repayable within one year[97](index=97&type=chunk) [Contingent Liabilities, Pledged Assets and Commitments](index=38&type=section&id=Contingent%20Liabilities%2C%20Pledged%20Assets%20and%20Commitments) As at June 30, 2025, the Group had no significant contingent liabilities, pledged assets, or commitments - As at June 30, 2025, the Group had **no significant contingent liabilities** (December 31, 2024: nil)[100](index=100&type=chunk) - As at June 30, 2025, the Group had **no pledged assets** (December 31, 2024: nil)[101](index=101&type=chunk) - As at June 30, 2025, the Group had **no significant commitments** (December 31, 2024: nil)[102](index=102&type=chunk) [Related Party Transactions](index=38&type=section&id=Related%20Party%20Transactions) This section details related party transactions, including interest income from Ohoh, and notes that China Construction Fortunes Group ceased to be a related party after July 5, 2022 - For the six months ended June 30, 2025, interest income from Ohoh was **HKD 179 thousand**[103](index=103&type=chunk) - China Construction Fortunes Group ceased to be a related party of the Group after July 5, 2022[103](index=103&type=chunk) [Post-Reporting Period Events and Approval of Interim Report](index=39&type=section&id=Post-Reporting%20Period%20Events%20and%20Approval%20of%20Interim%20Report) This section outlines post-reporting period events, specifically the adoption of a new share option scheme on July 7, 2025, valid for 10 years, and confirms the approval date of this interim report by the Board - The Company adopted a new share option scheme (2025 Scheme) on July 7, 2025, valid for **10 years**[104](index=104&type=chunk) - This interim report was approved by the Board on **August 29, 2025**[106](index=106&type=chunk) [Disclosure of Interests](index=40&type=section&id=Disclosure%20of%20Interests) [Directors' and Chief Executive's Interests in Shares and Underlying Shares](index=40&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20in%20Shares%20and%20Underlying%20Shares) As at June 30, 2025, Executive Director Mr. WONG Cho Wai held 3,638,400 shares through a controlled corporation, representing 1.53% of the total issued shares, with no other Directors or chief executive having disclosable interests Directors' Interests in Shares and Underlying Shares (Long Position, As at June 30, 2025) | Director's Name | Capacity/Nature of Interest | Number of Shares | Number of Share Options | Total Interest | Approximate Percentage of Total Issued Shares | | :--- | :--- | :--- | :--- | :--- | :--- | | WONG Cho Wai | Interest in a controlled corporation | 3,638,400 | – | 3,638,400 | 1.53% | - Mr. WONG Cho Wai beneficially owns **100%** of the issued share capital of Top Pioneer Holdings Limited and is therefore deemed to be interested in all shares held by it[108](index=108&type=chunk) [Substantial Shareholders' Interests](index=41&type=section&id=Substantial%20Shareholders'%20Interests) As at June 30, 2025, apart from Directors, substantial shareholder Mr. SHEN Shui Ping held 9,712,000 shares, representing 4.08% of the total issued shares Substantial Shareholders' Interests in Shares and Underlying Shares (Long Position, As at June 30, 2025) | Name of Substantial Shareholder | Capacity/Nature of Interest | Number of Shares | Total Interest | Approximate Percentage of Total Issued Shares | | :--- | :--- | :--- | :--- | :--- | | SHEN Shui Ping | Beneficial owner | 9,712,000 | 9,712,000 | 4.08% | [Share Option Schemes](index=42&type=section&id=Share%20Option%20Schemes) [2021 Scheme](index=42&type=section&id=2021%20Scheme) For the six months ended June 30, 2025, no share options were outstanding at the beginning of the period under the 2021 Scheme, with 9 million options granted and 5.4 million exercised by employees, leaving 3.6 million options outstanding at period-end, granted to Executive Directors LAM Ka Lee and WONG Sze Yu 2021 Scheme Share Option Movement Details (As at June 30, 2025) | Name and/or Category | Outstanding as at January 1, 2025 | Granted during the period | Exercised during the period | Outstanding as at June 30, 2025 | | :--- | :--- | :--- | :--- | :--- | | LAM Ka Lee (Executive Director) | – | 1,800,000 | – | 1,800,000 | | WONG Sze Yu (Executive Director) | – | 1,800,000 | – | 1,800,000 | | Employees | – | 5,400,000 | 5,400,000 | – | | **Total** | **–** | **9,000,000** | **5,400,000** | **3,600,000** | - As at the date of this interim report, a total of **3.6 million** share options remained outstanding under the 2021 Scheme[113](index=113&type=chunk) [2025 Scheme](index=43&type=section&id=2025%20Scheme) The Company adopted a new share option scheme (2025 Scheme) on July 7, 2025, which is valid for 10 years from its adoption date - The 2025 Scheme became effective on **July 7, 2025**, and will be valid for **10 years** from its adoption date[114](index=114&type=chunk) [Other Information](index=44&type=section&id=Other%20Information) [Purchase, Sale or Redemption of the Company's Listed Securities or Treasury Shares](index=44&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities%20or%20Treasury%20Shares) During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities, and no treasury shares were held at period-end - During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[115](index=115&type=chunk) - As at the end of the reporting period, the Company held **no treasury shares**[115](index=115&type=chunk) [Corporate Governance](index=44&type=section&id=Corporate%20Governance) The Company is committed to maintaining high corporate governance standards and complied with all code provisions of the Corporate Governance Code during the six months ended June 30, 2025, with a minor deviation regarding the separation of roles between Chairman and Chief Executive, as the CEO position is currently vacant and responsibilities are shared among Board members - The Company has complied with all code provisions of the Corporate Governance Code and Corporate Governance Report in Appendix 14 of the Listing Rules during the six months ended June 30, 2025, except for a minor deviation from code provision C.2.1[116](index=116&type=chunk) - Code provision C.2.1 stipulates that the roles of chairman and chief executive should be separate and not performed by the same individual; the position of Chief Executive is currently vacant, and its roles and responsibilities are shared among Board members[116](index=116&type=chunk)[117](index=117&type=chunk) [Standard Code for Securities Transactions by Directors](index=45&type=section&id=Standard%20Code%20for%20Securities%20Transactions%20by%20Directors) The Company has adopted a code of conduct for Directors' securities transactions that is no less stringent than the Standard Code, and all Directors confirmed compliance with this code during the reporting period - The Company has adopted a code of conduct for Directors' securities transactions, the terms of which are no less stringent than the required standard set out in the Standard Code[119](index=119&type=chunk) - Following specific enquiries with all Directors, they have confirmed compliance with the required standard set out in the Company's adopted Standard Code for the six months ended June 30, 2025[119](index=119&type=chunk) [Review of Interim Report](index=45&type=section&id=Review%20of%20Interim%20Report) The Audit Committee has reviewed the Group's interim report, including the unaudited condensed consolidated financial statements for the six months ended June 30, 2025 - The Audit Committee has reviewed the Group's interim report, including the Group's unaudited condensed consolidated financial statements for the six months ended June 30, 2025[120](index=120&type=chunk) [Changes in Directors' Information](index=45&type=section&id=Changes%20in%20Directors'%20Information) Since the approval date of the Company's 2024 annual report, there have been no other changes in Directors' information requiring disclosure under Rule 13.51B(1) of the Listing Rules - Save as disclosed, there have been no changes in the Company's Directors for the six months ended June 30, 2025, and up to the date of this interim report, and no other information is required to be disclosed under Rule 13.51B(1) of the Listing Rules[121](index=121&type=chunk)

格隆汇8月18日丨GBA集团(00261.HK)公布，公司将于2025年8月29日召开董事会会议，以(其中包括)审 议及通过集团截至2025年6月30日止六个月的中期业绩及其发布，以及审议派发中期股息的建议(如 有)。 GBA集团(00261.HK)将于8月29日召开董事会会议以审批中期业绩 GBA集团(00261.HK)拟150万港元收 购丰曜资本全部股权 相关事件 ...

GBA Holdings Limited GBA 集團有限公司 ( 於百慕達註冊成立之有限公司 ) (股份代號：0261) 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告的內容概不負責，對其 準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容 而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 承董事會命 GBA 集團有限公司 主席兼執行董事 王祖偉 香港，二零二五年八月十八日 於本公佈刊發日期，本公司執行董事為王祖偉先生，王思語女士及林珈莉女士；及獨立 非執行董事為陳湘洳女士、胡惠珊女士及梁家進先生。 董事會會議召開日期 GBA集團有限公司(「本公司」及其附屬公司「本集團」) 董事(「董事」)會(「董事會」) 兹通告謹定於二零二五年八月二十九日(星期五) 舉行董事會會議，董事會將於會上通過議 案，其中包括批准本集團截至二零二五年六月三十日止的中期業績，以及考慮派發中期 股息(如有)。 ...

致：香港交易及結算所有限公司 公司名稱: GBA 集團有限公司 呈交日期: 2025年8月1日 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 | | | I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00261 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 15,000,000,000 | HKD | | 0.2 | HKD | | 3,000,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 15,000,000,000 | HKD | | 0.2 | HKD | | 3,000,000,000 | 本月底法定/註冊股本總額： HKD 3,000 ...