SINO GOLF HOLDINGS LIMITED * 00361 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聯合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聯合公佈全部或任何部 分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。 本聯合公佈僅供參考，並不擬亦不構成或組成於任何司法權區購買或認購要約人或本公 司證券之任何要約或購買或認購有關證券之邀請的一部分或招攬任何投票或批准，亦不 會於任何司法權區在違反適用法律之情況下出售、發行或轉讓要約人或本公司證券。 本聯合公佈不會在構成違反有關司法權區相關法律之情況下於或向任何司法權區發佈、 刊發或派發。 獨立董事委員會及獨立股東之獨立財務顧問 - 1 - 買賣契約 董事會獲接管人及要約人告知，於二零二五年九月二十三日（交易時段後），接管人 （代表押記人行事而毋須承擔任何個人責任）（作為賣方）與要約人（作為買方）訂立買賣 契約。據此，接管人有條件同意出售及要約人有條件同意收購(i)銷售股份，現金代價 為74,679,852港元（相當於每股銷售股份約0.029港元）；及(ii)可換股債券，現金代價為 18,661, ...

SINO GOLF HOLDINGS LIMITED 順龍控股有限公司* (Incorporated in Bermuda with limited liability) （於百慕達註冊成立之有限公司） Sino Golf Holdings Limited (the "Company") – Notice of publication of Interim Report 2025 (the "Current Corporate Communication") The English and Chinese versions of the Company's Current Corporate Communication are available on the website of the Company at www.sinogolf.com and the website of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") at www.hkexnews.hk respectively (the "Website Versio ...

NOTIFICATION LETTER 通知信函 Dear Registered Shareholders, Sino Golf Holdings Limited (the "Company") SINO GOLF HOLDINGS LIMITED 順龍控股有限公司* (Incorporated in Bermuda with limited liability) （於百慕達註冊成立之有限公司） （Stock Code 股份代號：00361） – Notice of publication of Interim Report 2025 (the "Current Corporate Communication") The English and Chinese versions of the Company's Current Corporate Communication are available on the website of the Company at www.sinogolf.com and the website of The Stock Exchange of Hong Kong Limi ...

[Company Information](index=3&type=section&id=Company%20Information) The company's board comprises executive, non-executive, and independent non-executive directors, with established audit, remuneration, and nomination committees - The Board of Directors includes executive (Chairman), non-executive, and independent non-executive directors, with established audit, remuneration, and nomination committees[5](index=5&type=chunk) - Ms. Choi Ka Ying is the Company Secretary, and Grant Thornton Hong Kong Limited is the auditor[5](index=5&type=chunk) - The company's stock code is **00361**, listed on the Main Board of The Stock Exchange of Hong Kong Limited[6](index=6&type=chunk) [Financial Highlights](index=5&type=section&id=Financial%20Highlights) The company reported a significant revenue decline and increased comprehensive expenses for the six months ended June 30, 2025, primarily due to a decrease in the golf equipment segment Financial Highlights for the Six Months Ended June 30 | Metric | 2025 (HK$'000) | 2024 (HK$'000) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 88,956 | 129,126 | (31)% | | - Golf Equipment Segment | 79,318 | 119,673 | (34)% | | - Golf Bag Segment | 9,638 | 9,453 | 2% | | Gross Profit | 21,561 | 29,250 | (26)% | | Loss (Profit) Before Interest, Tax, Depreciation and Amortisation (EBITDA) | (3,358) | 9,036 | (137)% | | Total Comprehensive Expense Attributable to Owners of the Company for the Period | (14,610) | (759) | 1,825% | | Loss Per Share (HK cents) | (0.28) | (0.01) | - | | Interim Dividend Per Ordinary Share | – | – | - | - The Board of Directors announced the unaudited condensed consolidated interim results and financial position for the six months ended June 30, 2025, which have been reviewed by the Audit Committee[8](index=8&type=chunk) [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The statement details the company's financial performance, showing a significant increase in loss for the period due to decreased revenue and higher administrative and finance costs Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the Six Months Ended June 30) | Metric | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Revenue | 88,956 | 129,126 | | Cost of Sales | (67,395) | (99,876) | | Gross Profit | 21,561 | 29,250 | | Other Operating Income | 1,340 | 2,970 | | Selling and Distribution Expenses | (26) | (95) | | Administrative Expenses | (31,825) | (27,857) | | Finance Costs | (5,116) | (3,847) | | Loss (Profit) Before Tax | (14,066) | 421 | | Income Tax Expense | (544) | (1,180) | | Loss for the Period | (14,610) | (759) | | Total Comprehensive Expense for the Period | (14,610) | (759) | | Loss for the Period Attributable to Owners of the Company | (14,610) | (759) | | Basic and Diluted Loss Per Share (HK cents) | (0.28) | (0.01) | [Condensed Consolidated Statement of Financial Position](index=8&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) The statement presents the company's assets, liabilities, and equity as of June 30, 2025, indicating a decrease in net assets and total equity compared to the previous year Condensed Consolidated Statement of Financial Position (As at June 30) | Metric | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | **Non-Current Assets** | | | | Property, Plant and Equipment | 62,914 | 65,295 | | Right-of-Use Assets | 158,936 | 161,902 | | **Current Assets** | | | | Inventories | 12,238 | 18,736 | | Trade and Other Receivables | 34,399 | 36,581 | | Bank Balances and Cash | 109,525 | 116,008 | | **Current Liabilities** | | | | Trade and Other Payables | 70,622 | 50,984 | | Bank Borrowings | 28,723 | 56,383 | | **Non-Current Liabilities** | | | | Convertible Bonds | 66,057 | 63,351 | | **Net Assets** | 213,002 | 227,612 | | **Total Equity** | 213,002 | 227,612 | [Condensed Consolidated Statement of Changes in Equity](index=10&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) The statement outlines changes in the company's equity components, reflecting the impact of losses for the period on accumulated losses and total equity Condensed Consolidated Statement of Changes in Equity (For the Six Months Ended June 30) | Item | As at January 1, 2024 (HK$'000) | Loss and Total Comprehensive Expense for the Period (HK$'000) | As at June 30, 2024 (HK$'000) | As at January 1, 2025 (HK$'000) | Loss and Total Comprehensive Expense for the Period (HK$'000) | As at June 30, 2025 (HK$'000) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Share Capital | 52,013 | – | 52,013 | 52,013 | – | 52,013 | | Share Premium | 399,369 | – | 399,369 | 399,369 | – | 399,369 | | Accumulated Losses | (294,732) | (759) | (295,491) | (297,096) | (14,610) | (311,706) | | Total Equity Attributable to Owners of the Company | 227,542 | (759) | 226,783 | 224,882 | (14,610) | 210,272 | | Non-Controlling Interests | 2,730 | – | 2,730 | 2,730 | – | 2,730 | | Total Equity | 230,272 | (759) | 229,513 | 227,612 | (14,610) | 213,002 | - The Group's contributed surplus includes the difference between the nominal value of shares of subsidiaries acquired and shares issued, and credits arising from capital reorganisation[13](index=13&type=chunk) - Chinese subsidiaries are required to transfer **10%** of their after-tax profit (after offsetting prior year losses) to a statutory surplus reserve fund until it reaches **50%** of their registered capital[13](index=13&type=chunk) [Condensed Consolidated Cash Flow Statement](index=11&type=section&id=Condensed%20Consolidated%20Cash%20Flow%20Statement) The statement summarizes the cash flows from operating, investing, and financing activities, showing a net decrease in cash and cash equivalents for the period Condensed Consolidated Cash Flow Statement (For the Six Months Ended June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (9,001) | (5,530) | | Net Cash Generated From (Used in) Investing Activities | 612 | (1,776) | | Net Cash Generated From Financing Activities | 1,906 | 14,971 | | Net (Decrease) Increase in Cash and Cash Equivalents | (6,483) | 7,665 | | Cash and Cash Equivalents at January 1 | 116,008 | 111,965 | | Cash and Cash Equivalents at June 30 | 109,525 | 119,630 | [Notes to the Condensed Consolidated Financial Information](index=12&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Information) This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements, covering general information, accounting policies, and specific financial items [1. General Information](index=12&type=section&id=1.%20General%20Information) The company is incorporated in Bermuda and listed in Hong Kong, with primary businesses in golf equipment and integrated resort development, presenting financial data in HKD - The company is an exempted company incorporated in Bermuda, with its shares listed on The Stock Exchange of Hong Kong Limited[15](index=15&type=chunk) - The Group's principal activities include manufacturing and trading golf equipment, golf bags, and accessories, and developing an integrated resort in the Commonwealth of Northern Mariana Islands[16](index=16&type=chunk) - The functional currency for the company and its Hong Kong and CNMI subsidiaries is USD, for Chinese subsidiaries it is RMB, and the condensed consolidated financial information is presented in HKD[16](index=16&type=chunk) [2. Basis of Preparation](index=12&type=section&id=2.%20Basis%20of%20Preparation) The condensed consolidated financial information is prepared in accordance with HKAS 34 and the disclosure requirements of Appendix D2 of the Listing Rules - The condensed consolidated financial information is prepared in accordance with Appendix D2 of the Listing Rules and Hong Kong Accounting Standard 34 'Interim Financial Reporting'[17](index=17&type=chunk) [3. Principal Accounting Policies](index=13&type=section&id=3.%20Principal%20Accounting%20Policies) The financial information is prepared using the historical cost convention, with leasehold land and building interests measured at revalued amounts, and new accounting standards having no material impact - The condensed consolidated financial information is prepared under the historical cost convention, with leasehold land and building interests measured at revalued amounts[18](index=18&type=chunk) - HKAS 21 (Revised) 'Lack of Exchangeability' was first applied in this interim period, but it had no material impact on financial performance or position[18](index=18&type=chunk) [4. Revenue](index=13&type=section&id=4.%20Revenue) Revenue primarily represents income generated from the sale of goods during the reporting period - Revenue refers to income generated from the sale of goods during the period[19](index=19&type=chunk) [5. Segment Information](index=14&type=section&id=5.%20Segment%20Information) The Group operates three reportable segments: golf equipment, golf bags, and hotel, with golf equipment revenue significantly declining and all segments reporting losses or reduced profits - The Group has three reportable operating segments: golf equipment (manufacturing and sales), golf bags (trading), and hotel (integrated resort development)[20](index=20&type=chunk)[21](index=21&type=chunk)[22](index=22&type=chunk) Segment Revenue and Results (For the Six Months Ended June 30) | Segment | 2025 Revenue (HK$'000) | 2024 Revenue (HK$'000) | Revenue Change (%) | 2025 Results (HK$'000) | 2024 Results (HK$'000) | | :--- | :--- | :--- | :--- | :--- | :--- | | Golf Equipment | 79,318 | 119,673 | (33.7)% | 763 | 11,536 | | Golf Bags | 9,638 | 9,453 | 2.0% | (1,000) | (631) | | Hotel | – | – | - | (2,833) | (2,863) | | Consolidated Total | 88,956 | 129,126 | (31.0)% | (3,070) | 8,042 | - Segment results represent the profit/(loss) generated by each segment, excluding allocation of interest income, central administrative expenses, directors' emoluments, and finance costs[24](index=24&type=chunk) [6. Other Operating Income](index=16&type=section&id=6.%20Other%20Operating%20Income) Total other operating income for the period significantly decreased to **HK$1,340 thousand**, primarily due to a reduction in net exchange gains Other Operating Income (For the Six Months Ended June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Interest Income | 851 | 1,175 | | Gain on Disposal of Property, Plant and Equipment | 7 | 5 | | Rental Income | 213 | 173 | | Scrap Sales Income | 35 | – | | Sample Income | 67 | 89 | | Mould Income | – | 226 | | Miscellaneous Income | 167 | 163 | | Net Exchange Gain | – | 1,139 | | **Total** | **1,340** | **2,970** | [7. Finance Costs](index=16&type=section&id=7.%20Finance%20Costs) Total finance costs increased to **HK$5,116 thousand**, mainly driven by higher interest expenses on amounts due to a former director and convertible bonds Finance Costs (For the Six Months Ended June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Interest Expense on Amount Due to a Former Director | 1,448 | 255 | | Interest Expense on Convertible Bonds | 2,706 | 2,494 | | Interest Expense on Bank Borrowings | 950 | 1,083 | | Interest Expense on Lease Liabilities | 12 | 15 | | **Total** | **5,116** | **3,847** | [8. Income Tax Expense](index=17&type=section&id=8.%20Income%20Tax%20Expense) Income tax expense for the period was **HK$544 thousand**, primarily from Chinese enterprise income tax, with no provision for Hong Kong profits tax due to tax losses Income Tax Expense (For the Six Months Ended June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Hong Kong Profits Tax | – | 150 | | PRC Enterprise Income Tax | 544 | 1,017 | | Underprovision in Prior Periods | – | 13 | | **Total** | **544** | **1,180** | - No provision for Hong Kong profits tax was made for the six months ended June 30, 2025, due to no assessable profits or offset by tax losses[28](index=28&type=chunk) - Chinese subsidiaries are taxed at **25%**, and CNMI corporate income tax is calculated at **30%** of estimated profits, but no provision was made due to no income during the period[28](index=28&type=chunk) [9. Loss (Profit) Before Tax](index=18&type=section&id=9.%20Loss%20(Profit)%20Before%20Tax) The loss before tax for the period was **HK$14,066 thousand**, influenced by inventory recognized as expense, depreciation of property, plant and equipment, right-of-use assets, and net exchange losses Components of Loss (Profit) Before Tax (For the Six Months Ended June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Amount of Inventories Recognised as Expense | 67,395 | 99,876 | | Depreciation of Property, Plant and Equipment | 2,627 | 1,737 | | Depreciation of Right-of-Use Assets | 2,966 | 3,031 | | Net Exchange Loss (Gain) | 490 | (1,139) | | Expenses Relating to Short-Term Leases | 987 | 984 | | Gain on Disposal of Property, Plant and Equipment | (7) | (5) | [10. Dividends](index=18&type=section&id=10.%20Dividends) The Board of Directors decided not to declare or pay any dividends for the six months ended June 30, 2025 - No dividends were paid, declared, or proposed during the period, and the Board decided not to pay any dividends[30](index=30&type=chunk) [11. Loss Per Share](index=19&type=section&id=11.%20Loss%20Per%20Share) Basic and diluted loss per share attributable to owners of the company increased significantly to **0.28 HK cents**, with diluted loss per share not assuming convertible bond conversion as it would be anti-dilutive Loss Per Share Calculation (For the Six Months Ended June 30) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Loss for the Period Attributable to Owners of the Company (HK$'000) | (14,610) | (759) | | Number of Ordinary Shares (thousands of shares) | 5,201,250 | 5,201,250 | | Basic and Diluted Loss Per Share (HK cents) | (0.28) | (0.01) | - The calculation of diluted loss per share did not assume conversion of the company's outstanding convertible bonds, as their exercise would reduce the loss per share[31](index=31&type=chunk) [12. Property, Plant and Equipment](index=20&type=section&id=12.%20Property,%20Plant%20and%20Equipment) The Group acquired **HK$246 thousand** in property, plant and equipment and recognized a **HK$7 thousand** gain from asset disposals, with certain leasehold land and building interests pledged as collateral for bank borrowings - Acquisitions of property, plant and equipment amounted to approximately **HK$246 thousand** during the period (2024: HK$2,755 thousand)[32](index=32&type=chunk) - Net gain on disposal of assets with zero net book value was approximately **HK$7 thousand** (2024: HK$5 thousand)[32](index=32&type=chunk) - As at June 30, 2025, leasehold land and building interests with a carrying amount of **HK$56,447 thousand** were pledged as collateral for bank borrowings[32](index=32&type=chunk) [13. Right-of-Use Assets and Lease Liabilities](index=20&type=section&id=13.%20Right-of-Use%20Assets%20and%20Lease%20Liabilities) The Group's right-of-use assets primarily consist of land use rights in China and CNMI, with some pledged as collateral, and total lease liabilities amounting to **HK$564 thousand** Right-of-Use Assets (As at June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Land | 158,416 | 161,320 | | Buildings | 520 | 582 | | **Total** | **158,936** | **161,902** | - Approximately **HK$5,803 thousand** of right-of-use assets were pledged as collateral for bank borrowings[33](index=33&type=chunk) Lease Liabilities (As at June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Non-current | 448 | 508 | | Current | 116 | 108 | | **Total** | **564** | **616** | - Total cash outflow for leases (including expenses related to short-term leases) during the period was approximately **HK$1,051 thousand**[36](index=36&type=chunk) [14. Trade and Other Receivables](index=22&type=section&id=14.%20Trade%20and%20Other%20Receivables) Total trade and other receivables decreased to **HK$34,399 thousand** as of June 30, 2025, with credit terms typically ranging from 30 to 60 days Trade and Other Receivables (As at June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Trade Receivables at Amortised Cost | 29,182 | 30,731 | | Deposits and Other Receivables | 2,714 | 2,971 | | Prepayments | 2,427 | 2,768 | | Prepayments to Suppliers | 76 | 111 | | **Total** | **34,399** | **36,581** | - The Group's trade terms with customers are primarily credit-based, with credit periods generally ranging from **30 to 60 days**[37](index=37&type=chunk) Ageing Analysis of Trade Receivables (As at June 30) | Ageing | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | 0 to 30 days | 20,662 | 24,876 | | 31 to 90 days | 8,520 | 5,586 | | 91 to 180 days | – | 269 | | **Total** | **29,182** | **30,731** | [15. Trade and Other Payables](index=23&type=section&id=15.%20Trade%20and%20Other%20Payables) Total trade and other payables increased to **HK$70,622 thousand** as of June 30, 2025, mainly due to an increase in amounts due to a former director, with average credit terms of 30 to 90 days Trade and Other Payables (As at June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Trade Payables | 16,223 | 23,991 | | Contract Liabilities | 597 | 553 | | Accruals and Other Payables | 23,222 | 26,440 | | Amount Due to a Former Director | 30,580 | – | | **Total** | **70,622** | **50,984** | - The amount due to Mr. Chu Chun Man, a former director of the company, bears interest at an annual rate of **9.75%**[39](index=39&type=chunk) - The average credit period for purchases of goods ranges from **30 to 90 days**, and the Group has established financial risk management policies to ensure all payables are settled within credit terms[40](index=40&type=chunk) [16. Bank Borrowings](index=24&type=section&id=16.%20Bank%20Borrowings) Bank borrowings significantly decreased to **HK$28,723 thousand** as of June 30, 2025, comprising secured fixed-rate loans repayable within one year and collateralized by property, plant and equipment and right-of-use assets Bank Borrowings (As at June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Secured Bank Loans Repayable Within One Year | 28,723 | 56,383 | - New bank borrowings of approximately **HK$21,276 thousand** were raised, and bank borrowings of approximately **HK$48,936 thousand** were repaid during the period[41](index=41&type=chunk) - Bank borrowings are fixed-rate loans bearing interest at an annual rate of **3.20%** and are secured by leasehold land and building interests and certain right-of-use assets[41](index=41&type=chunk)[42](index=42&type=chunk) [17. Convertible Bonds](index=24&type=section&id=17.%20Convertible%20Bonds) The company issued **HK$74,100 thousand** zero-coupon convertible bonds to Gold Sail Limited, maturing on November 7, 2026, with a conversion price of **HK$0.114** per ordinary share and an effective interest rate of **8.8%** for the liability component - The company issued zero-coupon convertible bonds with a principal amount of **HK$74,100 thousand** to Gold Sail Limited, maturing on **November 7, 2026**[43](index=43&type=chunk) - Holders of the convertible bonds have the right to convert them into ordinary shares of the company at a conversion price of **HK$0.114** per ordinary share[44](index=44&type=chunk) Movements in Convertible Bonds (As at June 30) | Item | Liability Component (HK$'000) | Equity Component (HK$'000) | Total (HK$'000) | | :--- | :--- | :--- | :--- | | As at January 1, 2024 | 58,227 | 8,333 | 66,560 | | Actual Interest Expense for the Year | 5,124 | – | 5,124 | | As at December 31, 2024 and January 1, 2025 | 63,351 | 8,333 | 71,684 | | Actual Interest Expense for the Period | 2,706 | – | 2,706 | | As at June 30, 2025 | 66,057 | 8,333 | 74,390 | - The effective annual interest rate for the liability component of the convertible bonds is **8.8%**[45](index=45&type=chunk) [18. Share Capital](index=26&type=section&id=18.%20Share%20Capital) As of June 30, 2025, the company's authorized share capital remained **10,000,000 thousand shares**, with **5,201,250 thousand shares** issued and fully paid, totaling **HK$52,013 thousand** Share Capital Structure (As at June 30) | Item | Number of Shares (thousands of shares) | Share Capital (HK$'000) | | :--- | :--- | :--- | | Authorised Share Capital | 10,000,000 | - | | Issued and Fully Paid Share Capital | 5,201,250 | 52,013 | [19. Capital Commitments](index=26&type=section&id=19.%20Capital%20Commitments) As of June 30, 2025, the Group had capital commitments of **HK$72 thousand** for plant and equipment, contracted but not yet provided for in the financial statements Capital Commitments (As at June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Capital Commitments for Plant and Equipment Contracted But Not Provided For | 72 | 72 | [20. Litigation](index=27&type=section&id=20.%20Litigation) The Group had no significant contingent liabilities as of June 30, 2025 - The Group had no significant contingent liabilities as at June 30, 2025, and December 31, 2024[52](index=52&type=chunk) [21. Fair Value Disclosure](index=27&type=section&id=21.%20Fair%20Value%20Disclosure) Directors believe that the carrying amounts of financial assets and liabilities measured at amortized cost approximate their fair values due to their short-term maturity and minimal discount effect - The directors believe that the carrying amounts of financial assets and financial liabilities measured at amortised cost approximate their fair values due to their short-term maturity and minimal discount effect[53](index=53&type=chunk) [22. Related Party Transactions](index=27&type=section&id=22.%20Related%20Party%20Transactions) The Group engaged in significant related party transactions, including short-term lease payments, interest expenses on convertible bonds to its direct holding company, and interest expenses to a former director Related Party Transactions (For the Six Months Ended June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Short-Term Lease Payments to Sino Orange (China) Company Limited | 840 | 840 | | Interest Expense on Convertible Bonds Paid to Direct Holding Company | 2,706 | 2,494 | | Interest Expense on Amount Due to a Former Director | 1,448 | 255 | - Lease payments to a related company, in which Mr. Chu, a former director of the company, has beneficial interest, were determined at agreed rates[55](index=55&type=chunk) - Total key management personnel remuneration increased to **HK$6,628 thousand** from HK$5,554 thousand in the prior year period[56](index=56&type=chunk) [23. Events After the Reporting Period](index=28&type=section&id=23.%20Events%20After%20the%20Reporting%20Period) No significant events occurred between June 30, 2025, and the date of this interim report - No significant events occurred between June 30, 2025, and the date of this interim report[57](index=57&type=chunk) [24. Approval of Unaudited Condensed Consolidated Financial Information](index=28&type=section&id=24.%20Approval%20of%20Unaudited%20Condensed%20Consolidated%20Financial%20Information) The unaudited condensed consolidated financial information was approved and authorized for issue by the Board of Directors on August 27, 2025 - The unaudited condensed consolidated financial information was approved and authorised for issue by the Board of Directors on **August 27, 2025**[58](index=58&type=chunk) [Management Discussion and Analysis](index=29&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the company's financial performance, business segments, and future outlook, highlighting the impact of external factors and strategic responses [Financial Performance and Business Review](index=29&type=section&id=Financial%20Performance%20and%20Business%20Review) The Group experienced a **31%** revenue decline and a significant loss in H1 2025 due to US tariffs, leading to rationalization efforts and exploration of diversification opportunities - Exorbitant US tariffs on exports from China adversely impacted the Group's business, leading to a significant decline in sales in the first half of 2025[59](index=59&type=chunk) - US tariff rates were temporarily reduced from as high as **145%** to **30%**, with a **90-day** period for trade negotiation outcomes, yet sales still significantly declined[59](index=59&type=chunk) Key Financial Performance (For the Six Months Ended June 30) | Metric | 2025 (HK$'000) | 2024 (HK$'000) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 88,956 | 129,126 | (31)% | | Loss for the Period Attributable to Owners of the Company | (14,610) | (759) | 1,825% | | Basic and Diluted Loss Per Share (HK cents) | (0.28) | (0.01) | - | [Golf Equipment Business](index=30&type=section&id=Golf%20Equipment%20Business) The golf equipment business saw a **33.7%** revenue drop and a substantial profit decline due to US tariffs, prompting cost optimization and supply chain diversification efforts, with a cautious outlook for H2 - Revenue from the golf equipment business plummeted by approximately **33.7%** to **HK$79,318 thousand**, accounting for about **89.2%** of the Group's total revenue[61](index=61&type=chunk) - Sales to the largest segment customer decreased by approximately **26.9%** to **HK$65,725 thousand**, representing about **82.9%** of segment revenue[61](index=61&type=chunk) - The Group implemented rationalization measures at its Shandong production facilities to enhance production efficiency, reduce manufacturing costs, and expand its supply chain for better sources[62](index=62&type=chunk) - Profit from the golf equipment segment significantly decreased to **HK$763 thousand** (2024: HK$11,536 thousand), with a cautious outlook for the second half of the year[62](index=62&type=chunk) [Golf Bag Business](index=31&type=section&id=Golf%20Bag%20Business) The golf bag segment, now operating as a trading business, saw a **2.0%** revenue increase to **HK$9,638 thousand** but recorded a **HK$1,000 thousand** loss, as some customers shifted to non-Chinese suppliers, leading to continued cost optimization efforts - The golf bag segment has transitioned to a trading business model, with production outsourced to external factories[63](index=63&type=chunk) - Segment revenue slightly increased by approximately **2.0%** to **HK$9,638 thousand**, accounting for about **10.8%** of the Group's total revenue[63](index=63&type=chunk) - Sales to the largest segment customer surged by approximately **81.9%** to **HK$7,633 thousand**, but sales to other customers decreased or disappeared as they shifted to non-Chinese suppliers[64](index=64&type=chunk) - The golf bag segment recorded a loss of approximately **HK$1,000 thousand** (2024: HK$631 thousand), with a cautious outlook for the second half of the year[64](index=64&type=chunk) [Hotel Business](index=32&type=section&id=Hotel%20Business) The hotel development project in CNMI has been delayed due to a shortage of local construction workers and uncertainty regarding overseas work visa quotas, resulting in no revenue for the period - The hotel development plan has been delayed due to a shortage of local construction workers and uncertainty regarding overseas work visa quotas[65](index=65&type=chunk) - At the end of the period, the hotel business generated no revenue (2024: nil)[66](index=66&type=chunk) [Outlook](index=32&type=section&id=Outlook) Facing persistent US tariffs, the Group is actively seeking to establish or acquire overseas manufacturing bases, streamline operations, optimize costs, and strengthen customer relationships, while deferring hotel development until optimal timing - The US high tariff policy adversely affected the Group's business, with major customers shifting orders or suspending shipments[67](index=67&type=chunk) - The Group is actively seeking to establish or acquire golf factories outside China to counter high tariffs and retain customer business[67](index=67&type=chunk) - The Group has implemented stringent measures to rationalize operations, optimize costs, and strengthen customer relationships through value-added services[67](index=67&type=chunk) - The hotel development plan is currently delayed, but the Group will continue to monitor market conditions and initiate it at the optimal time[68](index=68&type=chunk) [Dividends](index=33&type=section&id=Dividends) The Board of Directors does not recommend paying any dividends for the six months ended June 30, 2025 - The Board of Directors does not recommend paying any dividends for the six months ended June 30, 2025 (2024: nil)[69](index=69&type=chunk) [Financial Resources, Liquidity, and Gearing Ratio](index=33&type=section&id=Financial%20Resources,%20Liquidity,%20and%20Gearing%20Ratio) The Group's funding primarily comes from operations, borrowings, and directors' advances, with bank balances and cash at **HK$109,525 thousand**, interest-bearing borrowings at **HK$28,723 thousand**, and a gearing ratio of **7.4%** as of June 30, 2025 Financial Resources Overview (As at June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Bank Balances and Cash | 109,525 | 116,008 | | Interest-Bearing Borrowings (Bank Borrowings) | 28,723 | 56,383 | | Amount Due to a Former Director | 30,580 | – | | Gearing Ratio | 7.4% | 1.6% | | Current Ratio | 1.56 | 1.58 | | Quick Ratio | 1.44 | 1.41 | - The amount due to a former director is unsecured, bears interest at an annual rate of **9.75%**, and is repayable on demand[70](index=70&type=chunk) - The Group's total assets and net assets were approximately **HK$379,462 thousand** and **HK$213,002 thousand**, respectively[72](index=72&type=chunk) [Significant Acquisitions and Disposals of Subsidiaries, Associates, and Joint Ventures](index=34&type=section&id=Significant%20Acquisitions%20and%20Disposals%20of%20Subsidiaries,%20Associates,%20and%20Joint%20Ventures) The Group did not undertake any significant acquisitions or disposals of subsidiaries, associates, or joint ventures during the six months ended June 30, 2025 - The Group had no significant acquisitions or disposals of subsidiaries, associates, or joint ventures for the six months ended June 30, 2025[73](index=73&type=chunk) [Pledge of Assets](index=34&type=section&id=Pledge%20of%20Assets) As of June 30, 2025, bank borrowings of approximately **HK$28,723 thousand** were secured by property, plant and equipment and right-of-use assets with a carrying amount of approximately **HK$62,250 thousand** - As at June 30, 2025, bank borrowings of approximately **HK$28,723 thousand** were secured by property, plant and equipment and right-of-use assets with a carrying amount of approximately **HK$62,250 thousand**[74](index=74&type=chunk) [Exchange Rate Fluctuation Risk](index=34&type=section&id=Exchange%20Rate%20Fluctuation%20Risk) The Group is primarily exposed to exchange rate fluctuations between RMB, HKD, and USD, but did not enter into any derivative contracts to hedge this risk during the period, continuously monitoring currency exposure - The Group's foreign exchange risk primarily arises from transactions denominated in currencies other than its functional currency, mainly RMB[75](index=75&type=chunk) - The Group did not enter into any derivative contracts to hedge this risk for the six months ended June 30, 2025[75](index=75&type=chunk) [Contingent Liabilities](index=35&type=section&id=Contingent%20Liabilities) The Group had no significant contingent liabilities as of June 30, 2025 - The Group had no significant contingent liabilities as at June 30, 2025[76](index=76&type=chunk) [Events After Reporting Period](index=35&type=section&id=Events%20After%20Reporting%20Period) No significant events occurred between June 30, 2025, and the date of this interim report - No significant events occurred between June 30, 2025, and the date of this interim report[77](index=77&type=chunk) [Capital Commitments](index=35&type=section&id=Capital%20Commitments) As of June 30, 2025, the Group's capital commitments for plant and equipment, contracted but not provided for, amounted to approximately **HK$72 thousand** - As at June 30, 2025, the Group's capital commitments for plant and equipment, contracted but not provided for in the condensed consolidated financial information, amounted to approximately **HK$72 thousand**[78](index=78&type=chunk) [Employees and Remuneration Policy](index=35&type=section&id=Employees%20and%20Remuneration%20Policy) The Group employed approximately **530** employees as of June 30, 2025, providing competitive remuneration and career development opportunities based on responsibilities, experience, performance, and market practices - As at June 30, 2025, the Group employed approximately **530** employees (December 31, 2024: 680 employees)[79](index=79&type=chunk) - Employee remuneration is determined based on responsibilities, experience, performance, and market practices, with annual reviews of remuneration packages and discretionary bonuses[79](index=79&type=chunk) [Other Information](index=36&type=section&id=Other%20Information) This section covers disclosures regarding directors' and major shareholders' interests, securities transactions, corporate governance, and committee structures [Directors' Interests in Shares and Underlying Shares](index=36&type=section&id=Directors'%20Interests%20in%20Shares%20and%20Underlying%20Shares) As of June 30, 2025, no directors or chief executives held any disclosable interests or short positions in the company's shares, underlying shares, or debentures - As at June 30, 2025, no directors or chief executives of the company had any interests or short positions in the shares, underlying shares, or debentures of the company or its associated corporations that were required to be disclosed to the company and the Stock Exchange[80](index=80&type=chunk) [Major Shareholders' and Other Persons' Interests in Shares and Underlying Shares](index=37&type=section&id=Major%20Shareholders'%20and%20Other%20Persons'%20Interests%20in%20Shares%20and%20Underlying%20Shares) As of June 30, 2025, several major shareholders, including China CITIC Financial Asset Management Co., Ltd. and its affiliates, Wise Choice Ventures Limited, Gold Sail Limited, Ever Victory Limited, and Mr. Wong You Lung, held **67.50%** of the company's issued share capital, with Surplus Excel Limited and Ms. Lok Tsui Kwan holding **6.03%** Major Shareholders' and Other Persons' Interests in Shares and Underlying Shares (As at June 30) | Name | Capacity and Nature of Interest | Number of Ordinary Shares Held and Interests in Underlying Shares | Percentage of the Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | China CITIC Financial Asset Management Co., Ltd. | Charged Interest Held by Controlled Corporation | 3,511,000,000 | 67.50% | | China CITIC Financial Asset International Holdings Limited | Charged Interest Held by Controlled Corporation | 3,511,000,000 | 67.50% | | Right Select International Limited | Charged Interest Held by Controlled Corporation | 3,511,000,000 | 67.50% | | Wise Choice Ventures Limited | Charged Interest | 3,511,000,000 | 67.50% | | Gold Sail Limited | Beneficial Owner | 3,511,000,000 | 67.50% | | Ever Victory Limited | Beneficial Interest Held by Controlled Corporation | 3,511,000,000 | 67.50% | | Mr. Wong You Lung | Beneficial Interest Held by Controlled Corporation | 3,511,000,000 | 67.50% | | Ms. So Kit Yee | Receiver | 3,511,000,000 | 67.50% | | Ms. Lau Wan Man | Receiver | 3,511,000,000 | 67.50% | | Surplus Excel Limited | Beneficial Owner | 313,814,355 | 6.03% | | Ms. Lok Tsui Kwan | Beneficial Interest Held by Controlled Corporation | 313,814,355 | 6.03% | - Ms. So Kit Yee and Ms. Lau Wan Man of EY Corporate Finance Limited were appointed as joint and several receivers over **2,861,000,000** shares of the company and convertible bonds with a principal amount of **HK$74,100,000**[82](index=82&type=chunk) - Mr. Wong You Lung is the sole ultimate beneficial owner and sole director of Gold Sail Limited, indirectly holding **100%** of Gold Sail Limited's issued share capital through his wholly-owned company, Ever Victory Limited[83](index=83&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=39&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) Neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the six months ended June 30, 2025 - Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the six months ended June 30, 2025[85](index=85&type=chunk) [Corporate Governance](index=39&type=section&id=Corporate%20Governance) The company complied with the Corporate Governance Code during the period, with a deviation where the Chairman and Chief Executive Officer roles are combined, which the Board believes provides strong and consistent leadership - The company complied with all applicable code provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules for the six months ended June 30, 2025[86](index=86&type=chunk) - The roles of Chairman and Chief Executive Officer are combined and held by Mr. Wong Hin Shing, which is a deviation from Code Provision C.2.1 of the Corporate Governance Code[86](index=86&type=chunk) - The Board believes this deviation is appropriate, providing strong and consistent leadership for the company and enabling effective and efficient planning and implementation of business decisions and strategies[86](index=86&type=chunk) [Standard Code for Securities Transactions by Directors](index=39&type=section&id=Standard%20Code%20for%20Securities%20Transactions%20by%20Directors) The company adopted the Standard Code for Securities Transactions by Directors, and all directors confirmed compliance for the six months ended June 30, 2025 - The company has adopted the Standard Code set out in Appendix C3 of the Listing Rules as its code of conduct for directors' securities transactions[87](index=87&type=chunk) - All directors confirmed their compliance with the required standards of the Standard Code for the six months ended June 30, 2025[87](index=87&type=chunk) [Audit Committee](index=40&type=section&id=Audit%20Committee) The Audit Committee, composed of three independent non-executive directors, reviewed the Group's accounting policies, auditing, internal controls, and financial reporting, including the unaudited condensed consolidated financial information - The Audit Committee comprises three independent non-executive directors: Mr. Ho Kwong Yu (Chairman), Mr. Sheng Baojun, and Ms. Lam Lam[88](index=88&type=chunk) - The Audit Committee reviewed the Group's accounting policies and practices with management and discussed auditing, internal controls, and financial reporting matters[88](index=88&type=chunk) [Remuneration Committee](index=40&type=section&id=Remuneration%20Committee) The Remuneration Committee, consisting of three independent non-executive directors, is responsible for formulating and recommending the Group's remuneration policies and structure for directors and senior management - The Remuneration Committee comprises three independent non-executive directors: Mr. Sheng Baojun (Chairman), Mr. Ho Kwong Yu, and Ms. Lam Lam[89](index=89&type=chunk) - The Remuneration Committee is primarily responsible for formulating and recommending to the Board all policies and structures regarding the remuneration of the Group's directors and senior management[89](index=89&type=chunk) [Nomination Committee](index=40&type=section&id=Nomination%20Committee) The Nomination Committee, composed of one executive director and three independent non-executive directors, met once to review the Board's structure, size, composition, independence of INEDs, and effectiveness of the board diversity policy - The Nomination Committee comprises one executive director, Mr. Wong Hin Shing (Chairman), and three independent non-executive directors[90](index=90&type=chunk) - The Nomination Committee met once during the interim period to review the Board's structure, size, and composition, assess the independence of independent non-executive directors, and examine the effectiveness of the board diversity policy[90](index=90&type=chunk) [Acknowledgements](index=41&type=section&id=Acknowledgements) The Board expresses gratitude to all Group employees for their contributions and commitment, and thanks shareholders, customers, suppliers, and business partners for their long-term support - The Board expresses its gratitude to all employees of the Group for their contributions and commitment[91](index=91&type=chunk) - The Board extends its sincere appreciation to shareholders, customers, suppliers, and business partners for their long-term support and dedication[91](index=91&type=chunk) [By Order of the Board](index=41&type=section&id=By%20Order%20of%20the%20Board) This interim report was issued by Mr. Wong Hin Shing, Chairman of the Board, on behalf of the Board of Directors on August 27, 2025 - This interim report was issued by Mr. Wong Hin Shing, Chairman of the Board, on **August 27, 2025**[92](index=92&type=chunk)

（股份代號：00361） 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分內容而 產生或因倚賴該等內容而引致之任何損失承擔任何責任。 SINO GOLF HOLDINGS LIMITED 順龍控股有限公司* （於百慕達註冊成立之有限公司） * 僅供識別 - 1 - 根據收購守則規則3.7，本公司將每月刊發公佈，載列可能交易之進展，直至根據收購守 則規則3.5公佈作出要約的確實意圖或決定不繼續進行要約為止。 警告：本公司股東及潛在投資者務請注意，可能交易未必一定會落實，即使落實進行， 亦未必一定會導致控股權變動或導致根據收購守則規則26.1提出全面要約。故此，本公司 股東及潛在投資者於買賣本公司證券時，務請謹慎行事。若有任何疑問，應諮詢彼等的 專業顧問。 根據收購守則規則3.7作出之 每月更新公佈 本公佈乃由順龍控股有限公司（「本公司」）董事（「董事」）會（「董事會」）根據香港公司收購 及合併守則（「收購守則」）規則3.7而作出。 茲提述本公司日期為二零二四年一月二十二日、二零二四年二月二日、二零二四年三月 一日 ...

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 | 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: 順龍控股有限公司 呈交日期: 2025年9月2日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00361 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100,000,000 | | 增加 / 減少 (-) | | | 0 | | | | HKD | | | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.01 | HKD | | 100, ...

Core Viewpoint - Shunlong Holdings (00361.HK) reported a significant decline in revenue and increased losses for the six months ending June 30, 2025, indicating financial challenges ahead [1] Financial Performance - The company achieved revenue of HKD 88.956 million, a decrease of 31.1% year-on-year [1] - Gross profit was HKD 21.561 million, down 26.3% compared to the previous year [1] - Loss attributable to shareholders was HKD 14.61 million, compared to a loss of HKD 0.759 million in the same period last year [1] - Basic loss per share was HKD 0.28 [1]

Group 1 - The company reported revenue of HKD 88.956 million for the six months ending June 30, 2025, representing a year-on-year decrease of 31.11% [1] - The loss attributable to shareholders was HKD 14.61 million, which is an increase of 1824.9% compared to the previous year [1] - The basic loss per share was HKD 0.28 [1]

Group 1 - The company reported revenue of HKD 88.956 million for the six months ending June 30, 2025, representing a year-on-year decrease of 31.11% [1] - The loss attributable to the company's owners was HKD 14.61 million, which expanded by 1824.9% year-on-year [1] - The basic loss per share was HKD 0.28 [1]

[Condensed Consolidated Financial Statements](index=1&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This section presents the group's financial performance and position for the period, highlighting key changes in income, expenses, assets, and liabilities [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=1&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2025, Shun Long Holdings Limited experienced a significant revenue decline and a shift from profit to loss, with a notable increase in loss per share, reflecting a deteriorating operating environment Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Summary (HK$ thousand) | Indicator | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Revenue | 88,956 | 129,126 | | Cost of sales | (67,395) | (99,876) | | Gross profit | 21,561 | 29,250 | | Other operating income | 1,340 | 2,970 | | Selling and distribution expenses | (26) | (95) | | Administrative expenses | (31,825) | (27,857) | | Finance costs | (5,116) | (3,847) | | (Loss) Profit before tax | (14,066) | 421 | | Income tax expense | (544) | (1,180) | | Loss for the period | (14,610) | (759) | | Loss per share (HK cents) | (0.28) | (0.01) | - Revenue for the period decreased by **31.1%** year-on-year, from HK$129,126 thousand to **HK$88,956 thousand**[3](index=3&type=chunk) - The company shifted from a profit before tax of HK$421 thousand in the prior year to a **loss before tax of HK$14,066 thousand** in the current period[3](index=3&type=chunk) - Loss for the period attributable to owners of the Company significantly increased from HK$759 thousand to **HK$14,610 thousand**, with basic and diluted loss per share rising from HK$0.01 cents to **HK$0.28 cents**[4](index=4&type=chunk) [Condensed Consolidated Statement of Financial Position](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's total assets and net assets decreased, with a reduction in net current assets and cash balances, while liquidity ratios remained reasonable Condensed Consolidated Statement of Financial Position Summary (HK$ thousand) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Non-current assets | 223,300 | 228,647 | | Current assets | 156,162 | 171,325 | | Current liabilities | 99,955 | 108,501 | | Net current assets | 56,207 | 62,824 | | Total assets less current liabilities | 279,507 | 291,471 | | Non-current liabilities | 66,505 | 63,859 | | Net assets | 213,002 | 227,612 | | Bank balances and cash | 109,525 | 116,008 | | Trade and other payables | 70,622 | 50,984 | - Total assets decreased from **HK$399,972 thousand** as of December 31, 2024, to **HK$379,462 thousand** as of June 30, 2025[12](index=12&type=chunk) - Net assets decreased from HK$227,612 thousand to **HK$213,002 thousand**[6](index=6&type=chunk) - Net current assets decreased from HK$62,824 thousand to **HK$56,207 thousand**, and bank balances and cash decreased from HK$116,008 thousand to **HK$109,525 thousand**[5](index=5&type=chunk) [Notes to the Financial Statements](index=5&type=section&id=Notes%20to%20the%20Financial%20Statements) This section details the accounting policies and specific financial information supporting the condensed consolidated financial statements [Basis of Preparation](index=5&type=section&id=Basis%20of%20Preparation) The condensed consolidated financial information is prepared in accordance with Appendix 16 of the HKEX Listing Rules and HKAS 34 "Interim Financial Reporting" - The financial information complies with the requirements of Appendix 16 of the Hong Kong Listing Rules and HKAS 34 "Interim Financial Reporting"[7](index=7&type=chunk) [Principal Accounting Policies](index=5&type=section&id=Principal%20Accounting%20Policies) The condensed consolidated financial information is primarily prepared on a historical cost basis, with new HKFRS amendments applied, though without significant impact on current financial performance - Financial information is prepared on a historical cost basis, except for leasehold land and buildings which are measured at revalued amounts[8](index=8&type=chunk) - The first-time application of HKAS 21 (Amendment) "Lack of Exchangeability" had no significant impact on the financial performance and position for the current period[8](index=8&type=chunk) [Revenue](index=6&type=section&id=Revenue) The Group's revenue primarily represents income generated from the sale of goods during the period - Revenue is defined as income generated from the sale of goods[9](index=9&type=chunk) [Segment Information](index=6&type=section&id=Segment%20Information) The Group operates three reportable segments: golf equipment, golf bags, and hotel, with golf equipment revenue significantly declining and the hotel business still generating no revenue - The Group has three reportable operating segments: golf equipment, golf bags, and hotel[10](index=10&type=chunk) [Segment Revenue and Results](index=6&type=section&id=Segment%20Revenue%20and%20Results) Both golf equipment segment revenue and results significantly decreased, golf bag segment revenue slightly increased but recorded a loss, and the hotel segment generated no revenue Segment Revenue and Results Summary (HK$ thousand) | Segment | 2025 Revenue | 2024 Revenue | 2025 Results | 2024 Results | | :--- | :--- | :--- | :--- | :--- | | Golf equipment | 79,318 | 119,673 | 763 | 11,536 | | Golf bags | 9,638 | 9,453 | (1,000) | (631) | | Hotel | – | – | (2,833) | (2,863) | | Consolidated Revenue | 88,956 | 129,126 | | | | (Loss) Profit before tax | | | (14,066) | 421 | - Golf equipment segment revenue decreased by **33.7%** year-on-year to **HK$79,318 thousand**, and segment profit significantly dropped from HK$11,536 thousand to **HK$763 thousand**[11](index=11&type=chunk) - Golf bag segment revenue slightly increased by **2.0%** to **HK$9,638 thousand**, but segment loss expanded from HK$631 thousand to **HK$1,000 thousand**[11](index=11&type=chunk) - The hotel segment generated no revenue in both reporting periods and continued to record losses[11](index=11&type=chunk) [Segment Assets and Liabilities](index=7&type=section&id=Segment%20Assets%20and%20Liabilities) Segment assets and liabilities varied, with golf equipment segment assets and liabilities decreasing, and a new amount payable to former directors added to unallocated corporate liabilities Segment Assets and Liabilities Summary (HK$ thousand) | Segment | June 30, 2025 Assets | December 31, 2024 Assets | June 30, 2025 Liabilities | December 31, 2024 Liabilities | | :--- | :--- | :--- | :--- | :--- | | Golf equipment | 111,105 | 120,789 | 30,731 | 40,068 | | Golf bags | 2,114 | 3,155 | 1,032 | 1,161 | | Hotel | 152,631 | 155,417 | 7,515 | 7,515 | | Total Consolidated Assets | 379,462 | 399,972 | | | | Total Consolidated Liabilities | | | 166,460 | 172,360 | - Golf equipment segment assets decreased from HK$120,789 thousand to **HK$111,105 thousand**, and liabilities decreased from HK$40,068 thousand to **HK$30,731 thousand**[12](index=12&type=chunk) - A new amount of **HK$30,580 thousand** payable to former directors was added to unallocated corporate liabilities[12](index=12&type=chunk) [Other Operating Income](index=8&type=section&id=Other%20Operating%20Income) Other operating income for the period significantly decreased year-on-year, primarily due to the absence of net exchange gains and a decline in interest income Other Operating Income Summary (HK$ thousand) | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Interest income | 851 | 1,175 | | Net exchange gain | – | 1,139 | | Total | 1,340 | 2,970 | - Other operating income decreased from HK$2,970 thousand to **HK$1,340 thousand**, mainly due to the absence of a net exchange gain of HK$1,139 thousand recorded in the prior year period[13](index=13&type=chunk) [Finance Costs](index=8&type=section&id=Finance%20Costs) Finance costs for the period increased year-on-year, mainly driven by a significant rise in interest expenses on amounts payable to former directors Finance Costs Summary (HK$ thousand) | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Interest on amounts payable to former directors | 1,448 | 255 | | Interest on convertible bonds | 2,706 | 2,494 | | Interest on bank borrowings | 950 | 1,083 | | Total | 5,116 | 3,847 | - Finance costs increased by **33%** from HK$3,847 thousand to **HK$5,116 thousand**[14](index=14&type=chunk) - Interest expense on amounts payable to former directors significantly increased from HK$255 thousand to **HK$1,448 thousand**[14](index=14&type=chunk) [Income Tax Expense](index=9&type=section&id=Income%20Tax%20Expense) Income tax expense for the period primarily arose from PRC corporate income tax, with no provision for Hong Kong profits tax due to no assessable profits, and no tax provision for the Commonwealth of Northern Mariana Islands Income Tax Expense Summary (HK$ thousand) | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Hong Kong profits tax | – | 150 | | PRC corporate income tax | 544 | 1,017 | | Total | 544 | 1,180 | - No provision for Hong Kong profits tax was made for the current period due to no assessable profits or offset by tax losses[17](index=17&type=chunk) - The corporate income tax rate for PRC subsidiaries is **25%**[17](index=17&type=chunk) - No corporate income tax provision was made for the Commonwealth of Northern Mariana Islands due to no income[17](index=17&type=chunk) [Loss Before Tax](index=9&type=section&id=Loss%20Before%20Tax) The loss before tax for the period was primarily influenced by inventory recognized as expenses, depreciation charges, and net exchange losses Loss Before Tax Adjustment Items Summary (HK$ thousand) | Item | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Amount of inventories recognized as expense | 67,395 | 99,876 | | Depreciation of property, plant and equipment | 2,627 | 1,737 | | Depreciation of right-of-use assets | 2,966 | 3,031 | | Net exchange loss (gain) | 490 | (1,139) | - A net exchange loss of **HK$490 thousand** was recorded in the current period, compared to a net exchange gain of HK$1,139 thousand in the prior year period[16](index=16&type=chunk) [Dividends](index=10&type=section&id=Dividends) The Board of Directors decided not to declare any dividends for the current period - No dividends were paid, declared, or proposed during the period[18](index=18&type=chunk) [Loss Per Share](index=10&type=section&id=Loss%20Per%20Share) Basic and diluted loss per share for the period was HK$0.28 cents, a significant increase from HK$0.01 cents in the prior year, reflecting an expanded loss Loss Per Share Calculation Summary | Indicator | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company (HK$ thousand) | (14,610) | (759) | | Number of ordinary shares (thousand shares) | 5,201,250 | 5,201,250 | | Basic and diluted loss per share (HK cents) | (0.28) | (0.01) | - Unexercised convertible bonds were not assumed to be converted when calculating diluted loss per share, as they would reduce the loss per share[21](index=21&type=chunk) [Trade and Other Receivables](index=11&type=section&id=Trade%20and%20Other%20Receivables) The Group's total trade and other receivables decreased, with credit terms typically 30 to 60 days and overdue balances regularly reviewed Trade and Other Receivables Summary (HK$ thousand) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Trade receivables | 29,182 | 30,731 | | Deposits and other receivables | 2,714 | 2,971 | | Prepayments | 2,427 | 2,768 | | Prepayments to suppliers | 76 | 111 | | Total | 34,399 | 36,581 | Ageing Analysis of Trade Receivables (HK$ thousand) | Ageing | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | 0 to 30 days | 20,662 | 24,876 | | 31 to 90 days | 8,520 | 5,586 | | 91 to 180 days | – | 269 | | Total | 29,182 | 30,731 | - Total trade receivables decreased from HK$30,731 thousand to **HK$29,182 thousand**[22](index=22&type=chunk) [Trade and Other Payables](index=11&type=section&id=Trade%20and%20Other%20Payables) The Group's total trade and other payables significantly increased, mainly due to the addition of amounts payable to former directors, with credit terms generally ranging from 30 to 90 days Trade and Other Payables Summary (HK$ thousand) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Trade payables | 16,223 | 23,991 | | Contract liabilities | 597 | 553 | | Accruals and other payables | 23,222 | 26,440 | | Amounts payable to former directors | 30,580 | – | | Total | 70,622 | 50,984 | Ageing Analysis of Trade Payables (HK$ thousand) | Ageing | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | 0 to 90 days | 13,681 | 20,453 | | 91 to 180 days | 651 | 1,723 | | 181 to 365 days | 144 | 103 | | Over 365 days | 1,747 | 1,712 | | Total | 16,223 | 23,991 | - Total trade and other payables increased from HK$50,984 thousand to **HK$70,622 thousand**, primarily due to the addition of **HK$30,580 thousand** in amounts payable to former directors[22](index=22&type=chunk) [Share Capital](index=12&type=section&id=Share%20Capital) The company's authorized and issued share capital remained unchanged during the reporting period Share Capital Summary | Item | Number of Shares (thousand shares) | Share Capital (HK$ thousand) | | :--- | :--- | :--- | | Authorized share capital (par value HK$0.01 per share) | 10,000,000 | | | Issued and fully paid share capital (par value HK$0.01 per share) | 5,201,250 | 52,013 | - Authorized and issued share capital remained unchanged during the reporting period[24](index=24&type=chunk) [Events After the Reporting Period](index=12&type=section&id=Events%20After%20the%20Reporting%20Period) As of the date of the interim results announcement, the Group had no significant events after the reporting period - No significant events occurred from June 30, 2025, up to the date of the interim results announcement[25](index=25&type=chunk) [Management Discussion and Analysis](index=13&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the Group's financial performance, business operations, and future outlook, including strategies to address market challenges [Financial Results and Business Review](index=13&type=section&id=Financial%20Results%20and%20Business%20Review) Affected by high US tariffs, the Group's sales significantly declined in the first half of 2025, leading to substantial losses, with measures taken to streamline operations and optimize costs - High US tariffs on Chinese export products (initially **145%**, later temporarily reduced to **30%**) adversely impacted the Group's business[26](index=26&type=chunk) - Major customers shifted orders or suspended shipments, leading to a significant decline in sales and a substantial loss for the period[26](index=26&type=chunk) - The Group's revenue was approximately **HK$88,956 thousand** (a **31.1%** year-on-year decrease), and loss for the period attributable to owners of the Company increased to approximately **HK$14,610 thousand**[27](index=27&type=chunk) [Golf Equipment Business](index=13&type=section&id=Golf%20Equipment%20Business) As the primary revenue source, the golf equipment business experienced significant declines in both revenue and segment profit due to high US tariffs, with the Group implementing cost optimization and supply chain expansion, maintaining a cautious outlook for the second half - Golf equipment business revenue plummeted by approximately **33.7%** to **HK$79,318 thousand**, accounting for approximately **89.2%** of the Group's revenue[28](index=28&type=chunk) - Sales to the largest segment customer fell by approximately **26.9%**, and revenue from the top five segment customers decreased by approximately **33.9%**[29](index=29&type=chunk) - Segment profit significantly dropped to approximately **HK$763 thousand** (from HK$11,536 thousand in the prior year period)[30](index=30&type=chunk) - The Group is implementing rationalization measures at its Shandong production facility to enhance production efficiency, reduce manufacturing costs, and expand its supply chain[30](index=30&type=chunk) [Golf Bag Business](index=14&type=section&id=Golf%20Bag%20Business) The golf bag segment transitioned to a trading business model, showing slight revenue growth but still incurring losses, facing intense competition and market pressure, with a cautious outlook for the second half - The golf bag segment has transitioned to a trading business model, with production outsourced to external factories[31](index=31&type=chunk) - Segment revenue slightly increased by approximately **2.0%** to **HK$9,638 thousand**, accounting for approximately **10.8%** of the Group's revenue[31](index=31&type=chunk) - Sales to the largest segment customer surged by approximately **81.9%**, but some customers shifted to non-Chinese suppliers[32](index=32&type=chunk) - The segment recorded a loss of approximately **HK$1,000 thousand** (compared to HK$631 thousand in the prior year period)[33](index=33&type=chunk) [Hotel Business](index=15&type=section&id=Hotel%20Business) The hotel development plan in the Commonwealth of Northern Mariana Islands was delayed due to local construction worker shortages and uncertain visa quotas, generating no revenue in the current period - The hotel development plan was delayed due to a shortage of local construction workers and uncertainty regarding overseas work visa quotas[34](index=34&type=chunk) - The hotel business generated no revenue during the current period[35](index=35&type=chunk) [Outlook](index=16&type=section&id=Outlook) Facing high US tariff challenges, the Group is actively seeking to establish manufacturing bases outside China to retain customer business, continuing to streamline operations and optimize costs, while maintaining a cautious outlook for golf businesses and monitoring hotel development - High US tariff policies adversely impact business, requiring the Group to promptly establish or acquire manufacturing bases outside China[36](index=36&type=chunk) - The Group is actively seeking opportunities to acquire golf equipment factories outside China[36](index=36&type=chunk) - The Group has implemented stringent measures to rationalize operations and optimize costs, and is committed to strengthening diversified marketing initiatives through value-added services[36](index=36&type=chunk) - Management maintains a cautious outlook for the golf business in the foreseeable future, and while the hotel development plan is currently delayed, it will continue to be monitored[36](index=36&type=chunk) [Dividends](index=16&type=section&id=Dividends) The Board of Directors does not recommend the payment of any dividends for the current period - The Board of Directors does not recommend the payment of any dividends for the six months ended June 30, 2025[38](index=38&type=chunk) [Financial Resources, Liquidity and Gearing Ratio](index=17&type=section&id=Financial%20Resources%2C%20Liquidity%20and%20Gearing%20Ratio) The Group's cash and bank balances decreased, interest-bearing borrowings declined, but amounts payable to former directors increased, leading to a higher gearing ratio, while liquidity ratios remained reasonable and robust Financial Resources and Liquidity Indicators Summary (HK$ thousand) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Bank balances and cash | 109,525 | 116,008 | | Bank borrowings | 28,723 | 56,383 | | Amounts payable to former directors | 30,580 | – | | Gearing ratio | 7.4% | 1.6% | | Current ratio | 1.56 | 1.58 | | Quick ratio | 1.44 | 1.41 | - Bank balances and cash decreased from HK$116,008 thousand to **HK$109,525 thousand**[39](index=39&type=chunk) - Bank borrowings decreased from HK$56,383 thousand to **HK$28,723 thousand**, but new amounts payable to former directors of **HK$30,580 thousand** were added[39](index=39&type=chunk) - The gearing ratio increased from **1.6%** to **7.4%**[40](index=40&type=chunk) [Significant Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures](index=17&type=section&id=Significant%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%2C%20Associates%20and%20Joint%20Ventures) During the period, the Group did not undertake any significant acquisitions or disposals of subsidiaries, associates, or joint ventures - For the six months ended June 30, 2025, the Group had no significant acquisitions or disposals of subsidiaries, associates, or joint ventures[41](index=41&type=chunk) [Pledge of Assets](index=17&type=section&id=Pledge%20of%20Assets) The Group's bank borrowings are secured by property, plant and equipment, and right-of-use assets - Bank borrowings of approximately **HK$28,723 thousand** are secured by property, plant and equipment and right-of-use assets with a carrying value of approximately **HK$62,250 thousand**[42](index=42&type=chunk) [Foreign Exchange Risk](index=18&type=section&id=Foreign%20Exchange%20Risk) The Group primarily faces exchange rate fluctuation risks between RMB, HKD, and USD, but did not enter into any derivative contracts for hedging during the period - The Group primarily faces exchange rate fluctuation risks between Renminbi, Hong Kong Dollars, and US Dollars[43](index=43&type=chunk) - No derivative contracts were entered into during the period to hedge foreign exchange risk[43](index=43&type=chunk) [Contingent Liabilities](index=18&type=section&id=Contingent%20Liabilities) As of the end of the reporting period, the Group had no significant contingent liabilities - The Group had no significant contingent liabilities as of June 30, 2025[44](index=44&type=chunk) [Events After the Reporting Period](index=18&type=section&id=Events%20After%20the%20Reporting%20Period) As of the date of the interim results announcement, the Group had no significant events after the reporting period - No significant events occurred from June 30, 2025, up to the date of the interim results announcement[45](index=45&type=chunk) [Capital Commitments](index=18&type=section&id=Capital%20Commitments) As of the end of the reporting period, the Group had contracted but unprovided capital commitments for plant and equipment - As of June 30, 2025, the Group had contracted but unprovided capital commitments for plant and equipment of approximately **HK$72 thousand**[46](index=46&type=chunk) [Employees and Remuneration Policy](index=18&type=section&id=Employees%20and%20Remuneration%20Policy) The Group's employee count decreased, and it maintains a competitive remuneration package and performance-based incentive policy - As of June 30, 2025, the Group employed approximately **530 employees** (compared to 680 employees in the prior year period)[47](index=47&type=chunk) - Remuneration is determined based on duties, experience, performance, and market practices, with discretionary bonuses distributed[47](index=47&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=18&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) During the period, neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[48](index=48&type=chunk) [Corporate Governance](index=19&type=section&id=Corporate%20Governance) This section outlines the Company's adherence to corporate governance principles and practices, including board structure and oversight [Corporate Governance Code](index=19&type=section&id=Corporate%20Governance%20Code) The Company complies with the Corporate Governance Code, though the roles of Chairman and Chief Executive are combined, which the Board believes provides strong leadership - The Company complies with all applicable code provisions of the Corporate Governance Code set out in Appendix C1 of the Listing Rules[49](index=49&type=chunk) - The roles of Chairman and Chief Executive are combined and held by Mr. Wong Hin Shing, deviating from code provision C.2.1[49](index=49&type=chunk) - The Board believes this arrangement provides strong and consistent leadership for the Company, enabling effective and efficient planning and implementation[49](index=49&type=chunk) [Standard Code for Securities Transactions by Directors](index=19&type=section&id=Standard%20Code%20for%20Securities%20Transactions%20by%20Directors) All directors confirmed compliance with the Standard Code for Securities Transactions by Directors of Listed Issuers throughout the period - The Company has adopted the Standard Code set out in Appendix C3 of the Listing Rules[50](index=50&type=chunk) - All directors confirmed compliance with the Standard Code for the six months ended June 30, 2025[50](index=50&type=chunk) [Audit Committee](index=19&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors, reviewed the Group's accounting policies, internal controls, and interim financial information - The Audit Committee comprises three independent non-executive directors[51](index=51&type=chunk) - The Audit Committee has reviewed the accounting policies and practices adopted by the Group and discussed auditing, internal controls, and financial reporting matters, including the condensed consolidated financial information for the period[51](index=51&type=chunk) [Other Information](index=19&type=section&id=Other%20Information) This section includes details on the publication of interim results, acknowledgements, and the current composition of the Board of Directors [Publication of Interim Results Announcement and Interim Report](index=19&type=section&id=Publication%20of%20Interim%20Results%20Announcement%20and%20Interim%20Report) This results announcement has been published on the HKEX and the Company's website, with the interim report to be provided to shareholders in due course - This results announcement is published on the website of The Stock Exchange of Hong Kong Limited and the Company's website[52](index=52&type=chunk) - The interim report will be made available to shareholders and dispatched to shareholders in due course, and will also be published on the HKEX website and the Company's website[52](index=52&type=chunk) [Acknowledgement](index=20&type=section&id=Acknowledgement) The Chairman of the Board extends gratitude to all employees, shareholders, customers, suppliers, and business partners on behalf of the Board - Mr. Wong Hin Shing, the Chairman of the Board, on behalf of the Board, extends gratitude to all employees, shareholders, customers, suppliers, and business partners of the Group[53](index=53&type=chunk) [Board Composition](index=20&type=section&id=Board%20Composition) As of the announcement date, the Board of Directors comprises one executive director, one non-executive director, and three independent non-executive directors - As of the date of this announcement, the Board comprises Mr. Wong Hin Shing (Executive Director), Mr. Choi Sum Shing (Non-executive Director), and Mr. Sheng Baojun, Mr. Ho Kwong Yu, and Ms. Lin Lin (Independent Non-executive Directors)[53](index=53&type=chunk)