智通财经APP讯，南华集团控股(00413)公布2025年中期业绩，收入约8.92亿港元，同比减少23.69%;公 司拥有人应占亏损9176.9万港元，同比增长15.95%;每股亏损0.7港仙。 ...

Group 1 - The company, Nanhua Group Holdings (00413), reported a mid-year revenue of approximately HKD 892 million for 2025, representing a year-on-year decrease of 23.69% [1] - The loss attributable to the company's owners was HKD 91.769 million, which is an increase of 15.95% compared to the previous year [1] - The loss per share was reported at HKD 0.07 [1]

[Company Information and Disclaimer](index=1&type=section&id=Company%20Information%20and%20Disclaimer) This section presents the company's basic information and announcement summary, including the disclaimer from HKEX and SEHK [Disclaimer](index=1&type=section&id=Disclaimer) The HKEX and SEHK are not responsible for this announcement's content, make no statement on its accuracy or completeness, and disclaim liability for any loss arising from it - The HKEX and SEHK are not responsible for this announcement's content, make no statement on its accuracy or completeness, and assume no liability for any loss[1](index=1&type=chunk) [Company Basic Information and Announcement Summary](index=1&type=section&id=Company%20Basic%20Information%20and%20Announcement%20Summary) South China Holdings Company Limited (Stock Code: 00413) announced its unaudited interim results for the six months ended June 30, 2025 - South China Holdings Company Limited (Stock Code: 00413) announced its unaudited interim results for the six months ended June 30, 2025[2](index=2&type=chunk) [Financial Statements](index=1&type=section&id=Financial%20Statements) This section provides the consolidated income statement, statement of profit or loss and other comprehensive income, and statement of financial position [Consolidated Income Statement](index=1&type=section&id=Consolidated%20Income%20Statement) For the six months ended June 30, 2025, revenue decreased by 23.7% to HK$891.68 million, with loss for the period expanding to HK$89.996 million and basic loss per share at 0.7 HK cents Consolidated Income Statement Key Data (Six Months Ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 891,682 | 1,168,503 | | Cost of sales | (829,072) | (1,016,427) | | Gross profit | 62,610 | 152,076 | | Other income and gains, net | 95,361 | 64,455 | | Net fair value gain/(loss) on investment properties | (75) | 72,843 | | Selling and distribution expenses | (15,813) | (18,708) | | Administrative expenses | (178,897) | (152,906) | | Operating profit | 36,104 | 44,842 | | Finance costs | (101,750) | (124,374) | | Loss before tax | (65,646) | (79,532) | | Income tax expense | (24,350) | (1,344) | | Loss for the period | (89,996) | (80,876) | | Loss attributable to owners of the Company | (91,769) | (79,142) | | Non-controlling interests | 1,773 | (1,734) | | Basic loss per share | (0.7) HK cents | (0.6) HK cents | | Diluted loss per share | (0.7) HK cents | (0.6) HK cents | [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=3&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2025, total comprehensive income for the period turned to a gain of HK$74.287 million from a loss of HK$215.635 million in 2024, mainly due to exchange differences on translating financial statements of overseas operations Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data (Six Months Ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Loss for the period | (89,996) | (80,876) | | Surplus on revaluation of property, plant and equipment | – | 27,324 | | Exchange differences on translating financial statements of overseas operations | 192,286 | (162,083) | | Exchange reserve reclassified to profit or loss on disposal of subsidiaries | (28,003) | – | | Total comprehensive income for the period | 74,287 | (215,635) | | Attributable to owners of the Company | 58,781 | (203,383) | | Non-controlling interests | 15,506 | (12,252) | [Consolidated Statement of Financial Position](index=4&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, total assets less current liabilities were HK$8.396 billion, a decrease from HK$9.552 billion at the end of 2024, with net current liabilities significantly increasing to a HK$1.525 billion loss, while net assets slightly grew to HK$6.221 billion Consolidated Statement of Financial Position Key Data (As of June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | **Non-current assets** | | | | Property, plant and equipment | 397,306 | 430,689 | | Investment properties | 9,447,626 | 9,192,767 | | Total non-current assets | 9,921,252 | 9,790,196 | | **Current assets** | | | | Inventories | 836,130 | 720,711 | | Trade receivables | 349,834 | 399,041 | | Cash and bank balances | 389,630 | 621,514 | | Total current assets | 3,109,743 | 3,175,772 | | **Current liabilities** | | | | Trade payables | 613,824 | 699,173 | | Interest-bearing bank borrowings | 3,260,440 | 2,073,370 | | Total current liabilities | 4,635,030 | 3,414,216 | | Net current liabilities | (1,525,287) | (238,444) | | **Non-current liabilities** | | | | Interest-bearing bank borrowings | 274,072 | 1,597,999 | | Total non-current liabilities | 2,174,608 | 3,434,290 | | Net assets | 6,221,357 | 6,117,462 | | Total equity attributable to owners of the Company | 5,897,518 | 5,827,541 | | Non-controlling interests | 323,839 | 289,921 | | Total equity | 6,221,357 | 6,117,462 | [Notes to the Financial Statements](index=6&type=section&id=Notes%20to%20the%20Financial%20Statements) This section details the basis of preparation, accounting policies, revenue and segment information, other income, operating profit, finance costs, income tax, interim dividend, loss per share, trade receivables, trade payables, and share capital [Basis of Preparation and Accounting Policies](index=6&type=section&id=Basis%20of%20Preparation%20and%20Accounting%20Policies) The interim financial statements are prepared in accordance with HKEX Listing Rules and HKAS 34, using the same accounting policies as the 2024 annual financial statements, with no new standards applied - The interim financial statements are prepared in accordance with the HKEX Listing Rules and Hong Kong Accounting Standard 34[7](index=7&type=chunk) - The Group has assessed the impact of adopting HKAS 21 (Revised) 'The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability' and believes it has no material impact on results or financial position[9](index=9&type=chunk) - The Group has not applied any new standards or interpretations that are not yet effective for the current accounting period[10](index=10&type=chunk) [Revenue and Segment Information](index=7&type=section&id=Revenue%20and%20Segment%20Information) For the six months ended June 30, 2025, Trade and Manufacturing segment revenue decreased by 25.7% to HK$789 million, incurring an operating loss of HK$102 million, while Property Investment and Development revenue slightly decreased but operating profit significantly increased Revenue and Operating Results by Business Segment (Six Months Ended June 30) | Business Segment | 2025 Revenue (HK$ thousand) | 2024 Revenue (HK$ thousand) | 2025 Operating Results (HK$ thousand) | 2024 Operating Results (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Trade and Manufacturing | 789,096 | 1,061,505 | (102,481) | 31,767 | | Property Investment and Development | 102,529 | 106,936 | 110,210 | 41,354 | | Agricultural and Forestry Business | 57 | 62 | (10,929) | (2,859) | | Others | – | – | 39,304 | (25,420) | | **Group Total** | **891,682** | **1,168,503** | **36,104** | **44,842** | Revenue and Operating Profit Contribution by Geographical Segment (Six Months Ended June 30) | Geographical Segment | 2025 Revenue (HK$ thousand) | 2024 Revenue (HK$ thousand) | 2025 Operating Profit (HK$ thousand) | 2024 Operating Profit (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | China (including Hong Kong and Macau) | 137,322 | 170,503 | 137,381 | 24,668 | | United States | 391,105 | 598,360 | (37,383) | 16,835 | | Europe | 220,844 | 281,128 | (39,208) | 2,215 | | Japan | 11,457 | 3,696 | (2,046) | 21 | | Others | 130,954 | 114,816 | (22,640) | 1,103 | | **Total** | **891,682** | **1,168,503** | **36,104** | **44,842** | [Other Income and Gains, Net](index=7&type=section&id=Other%20Income%20and%20Gains%2C%20Net) For the six months ended June 30, 2025, the company recognized a gain of approximately HK$67.561 million from the disposal of subsidiaries, with no such gain in the prior year - For the six months ended June 30, 2025, a gain of approximately **HK$67,561,000** from the disposal of subsidiaries was recognized (2024: nil)[12](index=12&type=chunk) [Operating Profit](index=8&type=section&id=Operating%20Profit) For the six months ended June 30, 2025, operating profit was derived after deducting cost of sales of HK$797.3 million (2024: HK$975.88 million) and depreciation expenses of HK$50.403 million (2024: HK$50.248 million) Operating Profit Deductions (Six Months Ended June 30) | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Cost of goods sold | 783,553 | 959,982 | | Cost of sales of completed properties | 13,747 | 15,899 | | **Total Cost of Sales** | **797,300** | **975,881** | | Depreciation: Property, plant and equipment | 15,191 | 16,230 | | Depreciation: Bearer plants | 554 | 626 | | Depreciation: Right-of-use assets | 34,658 | 33,392 | | **Total Depreciation** | **50,403** | **50,248** | [Finance Costs](index=8&type=section&id=Finance%20Costs) For the six months ended June 30, 2025, total finance costs decreased to HK$101.75 million from HK$124.374 million in 2024, primarily due to lower interest on bank and other borrowings Finance Costs Analysis (Six Months Ended June 30) | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Interest on bank and other borrowings | 91,661 | 113,479 | | Interest on lease liabilities | 10,089 | 10,895 | | **Total Finance Costs** | **101,750** | **124,374** | [Income Tax](index=8&type=section&id=Income%20Tax) Income tax comprises current and deferred tax, with Hong Kong profits tax levied at 16.5% and other regions at prevailing local rates - Income tax comprises current tax and deferred tax[15](index=15&type=chunk) - Hong Kong profits tax is provided at a rate of **16.5%**, with other regions calculated at prevailing local rates[15](index=15&type=chunk) [Interim Dividend](index=9&type=section&id=Interim%20Dividend) The Board resolved not to declare an interim dividend for the six months ended June 30, 2025, consistent with the prior year - The Board resolved not to declare an interim dividend for the six months ended June 30, 2025 (2024: nil)[16](index=16&type=chunk) [Loss Per Share](index=9&type=section&id=Loss%20Per%20Share) For the six months ended June 30, 2025, basic and diluted loss per share were both 0.7 HK cents, higher than 0.6 HK cents in 2024, mainly due to increased loss attributable to owners of the Company Loss Per Share Calculation Basis (Six Months Ended June 30) | Indicator | 2025 (HK$ thousand/thousand shares) | 2024 (HK$ thousand/thousand shares) | | :--- | :--- | :--- | | Loss attributable to owners of the Company for basic and diluted loss per share | (91,769) | (79,142) | | Weighted average number of ordinary shares in issue for basic and diluted loss per share | 12,982,892 | 12,982,892 | - The Company's share options had no dilutive effect during the reporting period as the exercise price was higher than the average market price[18](index=18&type=chunk) - Diluted loss per share was the same as basic loss per share because the outstanding potential ordinary shares had an anti-dilutive effect[19](index=19&type=chunk) [Trade Receivables](index=10&type=section&id=Trade%20Receivables) As of June 30, 2025, trade receivables were approximately HK$349.834 million, a decrease from HK$399.041 million at the end of 2024, with most aged within six months - As of June 30, 2025, trade receivables were approximately **HK$349,834,000** (December 31, 2024: HK$399,041,000), with most aged within six months[20](index=20&type=chunk) - The Group maintains strict control over outstanding receivables and has a credit control department to monitor credit risk[20](index=20&type=chunk) [Trade Payables](index=10&type=section&id=Trade%20Payables) As of June 30, 2025, trade payables were approximately HK$613.824 million, a decrease from HK$699.173 million at the end of 2024, with most aged within six months - As of June 30, 2025, trade payables were approximately **HK$613,824,000** (December 31, 2024: HK$699,173,000), with most aged within six months[21](index=21&type=chunk) [Share Capital](index=10&type=section&id=Share%20Capital) As of June 30, 2025, the company's total authorized share capital was HK$260 million, and total issued and fully paid share capital was HK$134.413 million, with no changes in share capital quantity during the reporting period Share Capital Composition (As of June 30) | Share Capital Type | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Authorized ordinary shares (HK$0.01 par value per share) | 200,000 | 200,000 | | Authorized redeemable convertible preference shares (HK$0.02 par value per share) | 60,000 | 60,000 | | **Total Authorized Share Capital** | **260,000** | **260,000** | | Issued and fully paid ordinary shares (HK$0.01 par value per share) | 132,213 | 132,213 | | Issued and fully paid redeemable convertible preference shares (HK$0.02 par value per share) | 2,200 | 2,200 | | **Total Issued and Fully Paid Share Capital** | **134,413** | **134,413** | - Redeemable convertible preference shares can be redeemed by the Company at any time, and holders are entitled to dividends or distributions as determined by the Board, with priority over ordinary shares in liquidation[23](index=23&type=chunk) - There was no change in the number of ordinary shares and redeemable convertible preference shares issued by the Company for the six months ended June 30, 2025 and 2024[23](index=23&type=chunk) [Management Discussion and Analysis](index=12&type=section&id=Management%20Discussion%20and%20Analysis) This section provides a financial summary, business review, and analysis of liquidity, financial resources, exchange rate risks, capital structure, contingent liabilities, employees, and material acquisitions and disposals [Financial Summary and Key Performance Indicators](index=12&type=section&id=Financial%20Summary%20and%20Key%20Performance%20Indicators) For the six months ended June 30, 2025, the Group's revenue decreased by 23.7% to approximately HK$891.7 million, with a loss after tax of approximately HK$90 million and loss per share of 0.7 HK cents Financial Summary (Six Months Ended June 30) | Indicator | 2025 (HK$) | 2024 (HK$) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Revenue | Approx. 891,700,000 | Approx. 1,168,500,000 | -23.7% | | Loss after tax | Approx. 90,000,000 | Approx. 80,900,000 | Increased | | Loss per share attributable to owners of the Company | 0.7 HK cents | 0.6 HK cents | Increased | [Business Review](index=12&type=section&id=Business%20Review) The Group's main businesses include Trade and Manufacturing, Property Investment and Development, and Agricultural and Forestry businesses, with Trade and Manufacturing revenue declining and incurring an operating loss, while Property Investment and Development saw significant profit growth - The Group's main businesses are Trade and Manufacturing, Property Investment and Development, and Agricultural and Forestry businesses[25](index=25&type=chunk) [Trade and Manufacturing](index=12&type=section&id=Trade%20and%20Manufacturing) Trade and Manufacturing segment revenue decreased by 25.7% to HK$789 million, turning from profit to an operating loss of HK$102 million, mainly due to a significant 35.1% drop in OEM toy production revenue, despite a 75.9% increase in footwear product trade revenue Trade and Manufacturing Segment Performance (Six Months Ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Revenue | 789,100 | 1,061,500 | -25.7% | | Operating loss/(profit) | (102,500) | 31,800 | Turned to loss | [OEM Toy Production](index=12&type=section&id=OEM%20Toy%20Production) OEM toy production revenue decreased by 35.1% to HK$625.7 million, primarily due to reduced US toy imports, weak consumer sentiment, geopolitical tensions, and tariff uncertainties, leading major US clients to adopt cautious ordering strategies OEM Toy Production Revenue (Six Months Ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Revenue | 625,700 | 964,300 | -35.1% | - Total US toy imports decreased by **31%** year-on-year, with imports from China decreasing by **47%**, and tariffs posing a challenge to the toy industry[28](index=28&type=chunk) - The Group has factories in Vietnam and mainland China, and will cater to market demand by streamlining the supply chain, controlling costs, and strategically allocating production[29](index=29&type=chunk) [Footwear Product Trading](index=13&type=section&id=Footwear%20Product%20Trading) Footwear trade business revenue grew by 75.9% to HK$157.7 million, but operating profit decreased by 19.9% to HK$5.9 million due to an aggressive pricing strategy resulting in lower gross margins Footwear Product Trading Performance (Six Months Ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Revenue | 157,700 | 89,700 | +75.9% | | Operating profit | 5,900 | 7,300 | -19.9% | - To outperform competitors, the Group adopted an aggressive pricing strategy, offering relatively lower prices to secure purchase orders[30](index=30&type=chunk) [Branded Ball Product Sales](index=13&type=section&id=Branded%20Ball%20Product%20Sales) Sales of branded ball products in mainland China decreased by 26.8% to HK$4.2 million, mainly because educational institutions shifted from bulk purchasing to on-demand procurement, with the Group planning to expand distribution channels using the 'Li Sheng' brand Branded Ball Product Sales Revenue (Six Months Ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Revenue | 4,200 | 5,800 | -26.8% | - Revenue decline was mainly due to major customers (educational institutions) shifting from bulk purchasing to on-demand procurement, possibly influenced by tightened local government budgets[31](index=31&type=chunk) - The Group plans to leverage the 'Li Sheng' brand to enhance product awareness and expand its sales network, reducing reliance on bulk purchases from educational institutions[31](index=31&type=chunk) [Property Investment and Development](index=13&type=section&id=Property%20Investment%20and%20Development) Property Investment and Development segment revenue decreased by 4.1% to HK$102.5 million, but operating profit (including fair value changes of investment properties) significantly increased to HK$110.2 million, with the Group cautiously optimistic about the mainland China real estate market and having disposed of a non-material subsidiary in Tianjin to optimize resource allocation Property Investment and Development Segment Performance (Six Months Ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Revenue | 102,500 | 106,900 | -4.1% | | Operating profit (including fair value changes) | 110,200 | 41,400 | +166.2% | | Operating profit (excluding fair value changes) | 37,400 | 41,400 | -9.7% | - The Group's investment property portfolio in China has a total gross floor area of approximately **570,000 square meters**, with approximately **69%** of the saleable area of the flagship 'Central Plaza' residential towers and serviced apartments already sold[33](index=33&type=chunk) - Management is cautiously optimistic about sales and rental contributions for 2025 and beyond, as the Chinese central government has introduced various measures to stimulate the real estate market[33](index=33&type=chunk) - A subsidiary located in Tianjin was disposed of during the period to reallocate resources to profitable core business segments[34](index=34&type=chunk) [Agricultural and Forestry Business](index=14&type=section&id=Agricultural%20and%20Forestry%20Business) Agricultural product sales revenue decreased to HK$57,000, and other income from sub-leasing agricultural and forest land decreased to HK$6.6 million, with operating loss increasing to HK$10.9 million due to reduced sub-leasing income from expired leases Agricultural and Forestry Business Revenue and Loss (Six Months Ended June 30) | Indicator | 2025 (HK$) | 2024 (HK$) | Year-on-year Change | | :--- | :--- | :--- | :--- | | Agricultural product sales revenue | 57,000 | 62,000 | -8.1% | | Other income from sub-leasing agricultural and forest land | 6,600,000 | 8,700,000 | -24.2% | | Operating loss | 10,900,000 | 2,900,000 | Increased | - The increase in operating loss was mainly due to the expiration of some leases, leading to a reduction in other income from sub-leasing[35](index=35&type=chunk) [Liquidity and Financial Resources](index=15&type=section&id=Liquidity%20and%20Financial%20Resources) As of June 30, 2025, the Group's current ratio was 0.67 and gearing ratio was 4.4%, with the current ratio decreasing from 0.93 at the end of 2024, but the gearing ratio significantly improved, and the company funds operations through internal resources and bank borrowings while closely monitoring liquidity risk Liquidity and Financial Resources Indicators (As of June 30) | Indicator | 2025 June 30 | 2024 December 31 | | :--- | :--- | :--- | | Current ratio | 0.67 | 0.93 | | Gearing ratio | 4.4% | 26.1% | | Long-term bank borrowings | HK$274,100,000 | - | | Equity | HK$6,221,400,000 | - | - The Group's operations and investments continue to be funded by internal resources and bank borrowings[36](index=36&type=chunk) - The Group closely monitors liquidity risk and maintains a balance between funding continuity and flexibility by utilizing bank financing[36](index=36&type=chunk) [Exchange Rate Fluctuation Risk and Related Hedging](index=15&type=section&id=Exchange%20Rate%20Fluctuation%20Risk%20and%20Related%20Hedging) The Group faces foreign currency exchange rate risks, including RMB and USD, which are managed by closely monitoring exchange rate trends and entering into forward contracts as appropriate - The Group faces foreign currency exchange rate risks, including RMB and USD[37](index=37&type=chunk) - Foreign currency exchange rate risks are managed by closely monitoring exchange rate trends and entering into forward contracts as appropriate[37](index=37&type=chunk) [Capital Structure](index=15&type=section&id=Capital%20Structure) There have been no significant changes in the Group's capital structure compared to the most recently published annual report - There have been no significant changes in the Group's capital structure compared to the most recently published annual report[38](index=38&type=chunk) [Contingent Liabilities](index=15&type=section&id=Contingent%20Liabilities) Certain investment properties are pledged to banks for loan facilities, and a subsidiary provided a guarantee of approximately HK$189 million for independent buyers of Central Plaza properties, which will be released upon issuance of property ownership certificates - Certain investment properties are pledged to banks for bank loan facilities[39](index=39&type=chunk) - A subsidiary of the Company provided a guarantee of approximately **HK$189 million** for independent buyers of Central Plaza properties, which will be released upon issuance of property ownership certificates[39](index=39&type=chunk) [Employees](index=16&type=section&id=Employees) As of June 30, 2025, the Group's total number of employees decreased to 13,422 (2024: 15,537), with employee costs of approximately HK$335.3 million (2024: HK$393.5 million), and the company provides salaries, benefits, provident funds, training allowances, and share option/award schemes Employee Information (As of June 30) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Total number of employees | 13,422 | 15,537 | | Employee costs (including directors' emoluments) | Approx. HK$335,300,000 | Approx. HK$393,500,000 | - The Group provides employee benefits such as medical allowances, provident funds, and external training course allowances, and has share option and share award schemes[41](index=41&type=chunk) [Material Acquisitions and Disposals](index=16&type=section&id=Material%20Acquisitions%20and%20Disposals) During the period, the Company disposed of the entire issued share capital of Yu Kiu Limited, Hang Fai Limited, and Chun Wing Limited for a total consideration of HK$26.96 million, recognizing a gain on disposal of approximately HK$67.561 million, with no other material acquisitions or disposals - The Company disposed of the entire issued share capital of Yu Kiu Limited, Hang Fai Limited, and Chun Wing Limited for a total consideration of **HK$26,960,296**[42](index=42&type=chunk) - A gain on disposal of subsidiaries of approximately **HK$67,561,000** was recognized during the period[42](index=42&type=chunk) - Save as aforesaid, there were no other material acquisitions and disposals of subsidiaries and associated companies by the Company during the period[43](index=43&type=chunk) [Outlook](index=17&type=section&id=Outlook) This section provides an outlook on the macroeconomic environment and the Group's Trade and Manufacturing, Property Investment and Development, and Agricultural and Forestry businesses [Macroeconomic Outlook](index=17&type=section&id=Macroeconomic%20Outlook) The global economy in H1 2025 was affected by high interest rates, US tariff policies, and geopolitical uncertainties, with expectations for Fed rate cuts and more policy support for consumption and 'new economy' sectors in mainland China in H2 - The global economy in H1 2025 was affected by high interest rates, US tariff policies, and geopolitical uncertainties[44](index=44&type=chunk) - The Federal Reserve is expected to cut interest rates in H2 2025 to stimulate domestic consumption and mitigate the impact of import tariffs[44](index=44&type=chunk) - Mainland China is expected to introduce more policies to support consumption and 'new economy' sectors, setting a GDP growth target of approximately **5%**[45](index=45&type=chunk) - The People's Bank of China is expected to continue supportive monetary policies, accelerate local government bond issuance to boost infrastructure projects, and prioritize consumption, innovation, and structural reforms[46](index=46&type=chunk) [Trade and Manufacturing Business Outlook](index=18&type=section&id=Trade%20and%20Manufacturing%20Business%20Outlook) The Trade and Manufacturing business faces challenges from global economic volatility and geopolitical tensions, with the Group planning to enhance competitiveness through vertical integration, innovation, new customer acquisition, local sourcing, outsourcing, production optimization, and expansion of its Vietnam production base, while monitoring US tariffs and exploring AI applications in toy manufacturing - Global economic volatility and geopolitical tensions will continue to pose significant challenges to this business segment, with additional US tariffs and high interest rates impacting toy product demand[48](index=48&type=chunk) - The Group will establish itself as a one-stop solution provider by advancing vertical integration and innovation[48](index=48&type=chunk) - To expand market share and increase production utilization, the Group will focus on developing diverse customer sources, adapting to price-sensitive customers, increasing local sourcing, and outsourcing non-core manufacturing processes[49](index=49&type=chunk) - The Group will expand production processes to Vietnam, leveraging lower labor costs to diversify its production and supply chain network, and seek to dispose of idle manufacturing assets in mainland China[49](index=49&type=chunk)[50](index=50&type=chunk) - The Group will actively monitor the impact of new US tariffs and adjust product pricing and supply chain management strategies in a timely manner[50](index=50&type=chunk) - The Group recognizes the transformative potential of artificial intelligence in revolutionizing toy manufacturing, aiming to improve operational efficiency, product quality, and cost-effectiveness[50](index=50&type=chunk) [OEM Toy Production Outlook](index=18&type=section&id=OEM%20Toy%20Production%20Outlook) OEM toy production faces challenges from global economic volatility and geopolitical tensions, with additional US tariffs and high interest rates impacting demand, prompting the Group to enhance competitiveness through vertical integration, innovation, new customer acquisition, local sourcing, outsourcing, production optimization, and expansion of its Vietnam production base, while monitoring US tariffs and exploring AI applications - Global economic volatility and geopolitical tensions will continue to pose significant challenges to this business segment, with additional US tariffs and high interest rates impacting toy product demand[48](index=48&type=chunk) - The Group will establish itself as a one-stop solution provider by advancing vertical integration and innovation[48](index=48&type=chunk) - To expand market share and increase production utilization, the Group will focus on developing diverse customer sources, adapting to price-sensitive customers, increasing local sourcing, and outsourcing non-core manufacturing processes[49](index=49&type=chunk) - The Group will expand production processes to Vietnam, leveraging lower labor costs to diversify its production and supply chain network, and seek to dispose of idle manufacturing assets in mainland China[49](index=49&type=chunk)[50](index=50&type=chunk) - The Group will actively monitor the impact of new US tariffs and adjust product pricing and supply chain management strategies in a timely manner[50](index=50&type=chunk) - The Group recognizes the transformative potential of artificial intelligence in revolutionizing toy manufacturing, aiming to improve operational efficiency, product quality, and cost-effectiveness[50](index=50&type=chunk) [Footwear Product Trading Outlook](index=19&type=section&id=Footwear%20Product%20Trading%20Outlook) The Group will maintain its referrer network to expand new customers and place orders with different factories based on customer recognition in various countries to balance production costs and profit margins, while also offering diverse products like athletic shoes and apparel to existing customers and continuously exploring business opportunities - The Group will maintain its referrer network to introduce new customers and expand business opportunities without incurring fixed costs[51](index=51&type=chunk) - The Group's strategy is to place orders with different factories based on customer recognition in various countries to balance production costs and profit margins for each order[51](index=51&type=chunk) - The Group has been offering a variety of products, including athletic shoes and apparel, to existing customers since Q2 2025[51](index=51&type=chunk) [Property Investment and Development Business Outlook](index=20&type=section&id=Property%20Investment%20and%20Development%20Business%20Outlook) For property investment, the Group will continuously improve its tenant mix, upgrade mall facilities, and leverage favorable visa policies to attract tourists and increase rental income; for property development, the mainland China real estate market is expected to continue adjusting with gradual demand recovery and ongoing government support, prompting the Group to adopt a highly cautious approach to property project development and management, while actively pursuing land repurchase and redevelopment opportunities in Nanjing and Shenzhen to enhance land reserve value - The overall real estate market in mainland China is expected to remain in an adjustment period, with demand gradually recovering and policy support continuing to evolve[53](index=53&type=chunk) - The Group will continue to adopt a highly cautious approach to property project development and management[54](index=54&type=chunk) - The Chinese central government is expected to continue strengthening support measures in 2025 to boost the real estate market, such as easing purchase restrictions, lowering down payment ratios, and mortgage interest rates[55](index=55&type=chunk) - Local governments in Nanjing and Shenzhen are discussing land repurchase and redevelopment plans with the Group for inefficient land, which is expected to bring positive financial contributions and enhance land value[57](index=57&type=chunk) [Property Investment Outlook](index=20&type=section&id=Property%20Investment%20Outlook) The Group will continuously improve its tenant mix, renovate and upgrade Shenyang Xinghui Plaza facilities, establish experiential retail spaces, and expand the Central Plaza retail mall tenant portfolio, while leveraging favorable visa policies from mainland China authorities to attract tourists, expand customer base, and increase rental income - The Group will continuously improve and adjust its tenant mix, renovate and upgrade facilities at Shenyang Xinghui Plaza, and establish experiential retail spaces[52](index=52&type=chunk) - The retail mall at Central Plaza has expanded its tenant portfolio, leasing some spaces to hotel operators and other experiential retailers[52](index=52&type=chunk) - More favorable visa policies introduced by mainland China authorities will attract more tourists, positively impacting the retail industry and increasing leasing demand from retailers[52](index=52&type=chunk) [Property Development Outlook](index=20&type=section&id=Property%20Development%20Outlook) The overall real estate market in mainland China is expected to remain in an adjustment period with gradual demand recovery and ongoing policy support, prompting the Group to adopt a highly cautious approach to property project development and management, while actively pursuing land repurchase and redevelopment opportunities in Nanjing and Shenzhen to enhance land reserve value - The overall real estate market in mainland China is expected to remain in an adjustment period, with demand gradually recovering and policy support continuing to evolve[53](index=53&type=chunk) - The Group will continue to adopt a highly cautious approach to property project development and management[54](index=54&type=chunk) - The Chinese central government is expected to continue strengthening support measures in 2025 to boost the real estate market, such as easing purchase restrictions, lowering down payment ratios, and mortgage interest rates[55](index=55&type=chunk) - Local governments in Nanjing and Shenzhen are discussing land repurchase and redevelopment plans with the Group for inefficient land, which is expected to bring positive financial contributions and enhance land value[57](index=57&type=chunk) [Agricultural and Forestry Business Outlook](index=21&type=section&id=Agricultural%20and%20Forestry%20Business%20Outlook) The Group long-term leases over 290,000 mu of forest land, agricultural land, fish ponds, and lakes in mainland China, focusing on cultivating high-profit varieties, improving yields, sales and distribution channels, resource utilization, and cost control, while actively seeking opportunities to convert agricultural land for higher returns and strategic cooperation with agricultural operators - The Group long-term leases over **290,000 mu** of forest land, agricultural land, fish ponds, and lakes across several provinces in mainland China, focusing on cultivating fruits and crops[58](index=58&type=chunk) - The Group is committed to exploring the cultivation of high-profit varieties while prioritizing improvements in yields, sales and distribution channels, resource utilization, and cost control[58](index=58&type=chunk) - The Group will actively seek opportunities to obtain higher returns by converting agricultural land use and strategically cooperate with other agricultural operators[58](index=58&type=chunk) [Key Risks and Uncertainties](index=22&type=section&id=Key%20Risks%20and%20Uncertainties) This section outlines key risks and uncertainties related to the Group's Trade and Manufacturing, Property Investment and Development, and Agricultural and Forestry businesses [Trade and Manufacturing Related Risks](index=22&type=section&id=Trade%20and%20Manufacturing%20Related%20Risks) The Trade and Manufacturing business faces risks from a deteriorating macroeconomic environment leading to reduced non-essential consumption, and rising operating costs due to increased raw material, transportation, labor costs, or product liability lawsuits - A deteriorating macroeconomic environment (e.g., economic recession, credit crisis) may lead to reduced disposable income and lower consumer confidence, impacting customer orders[60](index=60&type=chunk) - Increased costs due to raw materials, transportation, mainland China's minimum wage legislation, or compliance with existing or future regulatory requirements may affect the Group's profit margins on product sales[61](index=61&type=chunk) - The Group may face product liability lawsuits or product recalls in the future, which could harm its business[61](index=61&type=chunk) [Macroeconomic Environment Risk](index=22&type=section&id=Macroeconomic%20Environment%20Risk) The Group's Trade and Manufacturing business relies on global non-essential consumption levels, and economic downturns, credit crises, or other economic slumps may reduce consumer disposable income and confidence, leading to fewer customer orders - The Group's financial performance depends on the level of non-essential consumption in the final sales markets for its products[60](index=60&type=chunk) - Economic recession, credit crises, and other economic downturns lead to reduced consumer disposable income and lower consumer confidence, which in turn results in fewer customer orders[60](index=60&type=chunk) [Cost Increase Risk](index=22&type=section&id=Cost%20Increase%20Risk) Increased costs due to raw materials, transportation, mainland China's minimum wage legislation, or compliance with existing or future regulatory requirements may affect the Group's profit margins on product sales, and product liability lawsuits or recalls could also harm the business - Increased costs due to raw materials, transportation, mainland China's minimum wage legislation, or compliance with existing or future regulatory requirements may affect the Group's profit margins on product sales[61](index=61&type=chunk) - The Group may face product liability lawsuits or product recalls in the future, which could harm its business[61](index=61&type=chunk) [Property Investment and Development Related Risks](index=22&type=section&id=Property%20Investment%20and%20Development%20Related%20Risks) The Group's property portfolio is mainly located in mainland China, facing risks from policy changes, RMB exchange rates, interest rates, supply-demand imbalances, and overall economic conditions, while the Hong Kong property market is also affected by economic conditions, legislative and regulatory changes, government policies, and competition - The Group's property portfolio is mainly located in mainland China, thus facing risks related to the mainland China real estate market[62](index=62&type=chunk) - Mainland China operations are affected by risks such as policy changes, RMB exchange rate fluctuations, interest rate changes, supply-demand imbalances, and overall economic conditions[62](index=62&type=chunk) - The economic and real estate market conditions in Hong Kong, legislative and regulatory changes, government policies and political environment also affect the Group's revenue from its property portfolio in Hong Kong[63](index=63&type=chunk) [Mainland China Real Estate Market Risk](index=22&type=section&id=Mainland%20China%20Real%20Estate%20Market%20Risk) The Group's property portfolio is mostly in mainland China, facing risks from policy changes, RMB exchange rate fluctuations, interest rate changes, supply-demand imbalances, and overall economic conditions, which could adversely affect its business, financial position, or operating results - The Group's property portfolio is mainly located in mainland China, thus facing risks related to the mainland China real estate market[62](index=62&type=chunk) - Mainland China operations are affected by risks such as policy changes, RMB exchange rate fluctuations, interest rate changes, supply-demand imbalances, and overall economic conditions[62](index=62&type=chunk) [Hong Kong Real Estate Market Risk](index=22&type=section&id=Hong%20Kong%20Real%20Estate%20Market%20Risk) Hong Kong's economic and real estate market conditions, legislative and regulatory changes, government policies and political environment, and competition from primary supply may all impact the Group's property portfolio revenue, with the government potentially introducing cooling measures from time to time - The economic and real estate market conditions in Hong Kong, legislative and regulatory changes, government policies and political environment also affect the Group's revenue from its property portfolio in Hong Kong[63](index=63&type=chunk) - The government may introduce cooling measures for the property market from time to time[63](index=63&type=chunk) - Rental levels in Hong Kong may be affected by competition arising from primary supply[63](index=63&type=chunk) [Agricultural and Forestry Business Related Risks](index=23&type=section&id=Agricultural%20and%20Forestry%20Business%20Related%20Risks) The Agricultural and Forestry business is susceptible to natural disasters (e.g., droughts, floods, earthquakes) and adverse weather, which may lead to reduced yields or production delays, adversely affecting business and operating results - The Group's agricultural and forestry business is susceptible to natural disasters such as droughts, floods, earthquakes, and environmental disasters, as well as adverse weather conditions[64](index=64&type=chunk) - Any of the aforementioned events occurring in or around the planting areas may lead to reduced yields or production delays, which in turn could adversely affect the Group's business and operating results[64](index=64&type=chunk) [Other Information](index=23&type=section&id=Other%20Information) This section covers interim dividend, securities transactions, corporate governance, standard code for securities transactions, litigation, post-reporting period events, audit committee review, publication of results, and board members [Interim Dividend](index=23&type=section&id=Interim%20Dividend) The Board resolved not to declare an interim dividend for the six months ended June 30, 2025, consistent with the prior year - The Board resolved not to declare an interim dividend for the six months ended June 30, 2025 (2024: nil)[66](index=66&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=23&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) 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 - 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[67](index=67&type=chunk) [Corporate Governance Code](index=23&type=section&id=Corporate%20Governance%20Code) The Company has complied with the 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 - The Company has complied with the 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[68](index=68&type=chunk) [Standard Code for Securities Transactions](index=23&type=section&id=Standard%20Code%20for%20Securities%20Transactions) The Company has adopted the Standard Code for Securities Transactions by Directors of Listed Issuers in Appendix C3 of the Listing Rules, and all directors confirmed compliance during the reporting period - The Company has adopted the Standard Code for Securities Transactions by Directors of Listed Issuers in Appendix C3 of the Listing Rules as the code of conduct for directors' securities transactions[69](index=69&type=chunk) - All directors have confirmed their compliance with the required standards set out in the Standard Code for the six months ended June 30, 2025[69](index=69&type=chunk) [Litigation](index=24&type=section&id=Litigation) No significant changes occurred in the copyright infringement and corporate interest damage liability cases during the reporting period; for the Tianjin Binhai land infringement case, the Supreme People's Court accepted the retrial application and is awaiting scheduling; the Nansha land arbitration case also saw no significant changes - No significant changes occurred in the copyright infringement case and the corporate interest damage liability case during the reporting period[70](index=70&type=chunk)[71](index=71&type=chunk) - In the Tianjin Binhai land infringement case, the Supreme People's Court has accepted Huanwei's application for retrial and is currently awaiting scheduling[72](index=72&type=chunk) - No significant changes occurred in the Nansha land arbitration case during the reporting period[73](index=73&type=chunk) [Events After Reporting Period](index=24&type=section&id=Events%20After%20Reporting%20Period) On July 21, 2025, the Company's indirect wholly-owned subsidiary, Changrong Toys (Dongguan) Co Ltd, entered into a sale and purchase agreement with an independent third party to dispose of land use rights for two industrial plots in Xie Keng Village, Qingxi Town, Dongguan City, for a total consideration of RMB42.624 million (approximately HK$46.84 million), with the transaction yet to be completed - On July 21, 2025, Changrong Toys (Dongguan) Co Ltd, an indirect wholly-owned subsidiary of the Company, agreed to dispose of the land use rights for two industrial plots in Xie Keng Village, Qingxi Town, Dongguan City[74](index=74&type=chunk) - The total consideration is **RMB42,624,000** (equivalent to approximately **HK$46,840,000**), payable in cash, and the transaction has not yet been completed[74](index=74&type=chunk) - Save as aforesaid, there were no other material events after the reporting period as of the date of this announcement[75](index=75&type=chunk) [Audit Committee](index=25&type=section&id=Audit%20Committee) The Audit Committee has reviewed the Group's unaudited interim results for the six months ended June 30, 2025, and found them to be in compliance with applicable accounting standards and requirements, with adequate disclosures - The Audit Committee has reviewed the Group's unaudited interim results for the six months ended June 30, 2025[76](index=76&type=chunk) - The Audit Committee believes that these results comply with applicable accounting standards and requirements and that adequate disclosures have been made[76](index=76&type=chunk) [Publication of Results Announcement and Interim Report](index=25&type=section&id=Publication%20of%20Results%20Announcement%20and%20Interim%20Report) This announcement has been published on the HKEX website and the Company's website, and the interim report for the six months ended June 30, 2025, will be dispatched to shareholders and published on the aforementioned websites in due course - This announcement is published on the HKEX website (www.hkexnews.hk) and the Company's website (www.scholding.com)[77](index=77&type=chunk) - The interim report for the six months ended June 30, 2025, will be dispatched to the Company's shareholders and published on the aforementioned websites in due course[77](index=77&type=chunk) [Board of Directors](index=25&type=section&id=Board%20of%20Directors) As of the announcement date, the Company's Board of Directors comprises Executive Directors Mr. Wu Hongsheng, Ms. Cheung Sair O, Mr. Wu Xuyang, Non-executive Directors Ms. Wu Xumo, Mr. Yu Pui Hang, and Independent Non-executive Directors Mr. Kam Yiu Sing, Ms. Pang Oi Lan, and Mr. Wong Chun Tat - The Board of Directors includes Executive Directors Mr. Wu Hongsheng, Ms. Cheung Sair O, and Mr. Wu Xuyang[79](index=79&type=chunk) - Non-executive Directors include Ms. Wu Xumo and Mr. Yu Pui Hang[79](index=79&type=chunk) - Independent Non-executive Directors include Mr. Kam Yiu Sing, Ms. Pang Oi Lan, and Mr. Wong Chun Tat[79](index=79&type=chunk)

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 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，概不就因本公告全部 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。 （於開曼群島註冊成立之有限公司） （股份代號：00413） 有關租賃協議之 持續關連交易 新租賃協議 SOUTH CHINA HOLDINGS COMPANY LIMITED 南 華 集 團 控 股 有 限 公 司 於完成後，目標附屬公司A及目標附屬公司B已成為吳先生之間接非全資附屬公 司。因此，由於目標附屬公司A及目標附屬公司B各自為吳先生之聯繫人，各新 租賃協議項下擬進行交易根據上市規則第14A章構成本公司之持續關連交易。 – 1 – 由於新租賃協議項下擬進行之持續關連交易之年度上限之最高適用百分比率超 過 0.1 % 但 低 於 5 % ， 因 此 新 租 賃 協 議 項 下 持 續 關 連 交 易 須 遵 守 申 報 、 公 告 及 年 度審閱規定，惟獲豁免遵守上市規則第14A章項下獨立股東批准規定。 在訂立新租賃協議前，沛發（ ...

（於開曼群島註冊成立之有限公司） （股份代號: 00413） SOUTH CHINA HOLDINGS COMPANY LIMITED 南華集團控股有限公司 董事會召開日期 South China Holdings Company Limited 南華集團控股有限公司（「本公司」）之 董 事 會 （ 「 董 事 會 」 ） 謹 此 宣 佈 ， 董 事 會 會 議 將 於 二 零 二 五 年 八 月 二 十 日 （星期三）舉行，藉以（其中包括）批准刊發本公司及其附屬公司截至二零二五年 六月三十日止六個月之中期業績及考慮派發中期股息（如有）。 承董事會命 South China Holdings Company Limited 南華集團控股有限公司 執行董事 張賽娥 香港，二零二五年八月六日 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，概不就因本公告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。 執行董事： 吳鴻生先生 張賽娥女士 吳旭洋先生 非執行董事： 吳旭茉女士 余沛恒先生 獨立非執行董事： 甘耀成先生 ...

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7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: South China Holdings Company Limited 南華集團控股有限公司 本月底法定/註冊股本總額： HKD 260,000,000 FF301 呈交日期: 2025年8月1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) | 00413 | 說明 | 普通股 | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 20,000,000,000 | HKD | | 0.01 HKD | | 200,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | ...

Financial Performance - The company reported total revenue of HKD 3,232,000,000 for the year, an increase of approximately 12% compared to HKD 2,887,000,000 in 2023[7]. - The company achieved a post-tax profit of HKD 12,000,000, recovering from a post-tax loss of HKD 42,000,000 in the previous year[7]. - The trading and manufacturing segment generated revenue of HKD 3,007,000,000, up about 14% from HKD 2,644,000,000 in 2023[10]. - The OEM toy production business recorded revenue of HKD 2,725,000,000, an increase of approximately 11% compared to HKD 2,450,000,000 in 2023[11]. - The footwear trading segment saw a significant revenue increase of approximately 53% to HKD 269,000,000, up from HKD 176,000,000 in 2023[12]. - The property investment and development segment's revenue decreased by about 7% to HKD 223,000,000 from HKD 241,000,000 in 2023[14]. - The rental income from the property investment segment was HKD 171,900,000, slightly down from HKD 173,000,000 in 2023, a decrease of less than 1%[14]. - The agricultural segment's revenue decreased to HKD 900,000, down from HKD 2,200,000 in 2023, with an operating loss of HKD 10,700,000[16]. - The company reported a reserve available for distribution to shareholders of HKD 762,153,000 as of December 31, 2024, down from HKD 863,379,000 in 2023[81]. - Charitable donations made by the company during the year amounted to approximately HKD 68,000, compared to HKD 843,000 in 2023[80]. - The company did not declare an interim dividend for the year, consistent with the previous year[72]. Business Segments - The company's main business activities include toy and footwear trading and manufacturing, property investment and development, and agricultural operations[68]. - The group's trade and manufacturing business revenue accounted for approximately 93.06% of total revenue in the fiscal year 2024, compared to 91.60% in 2023[188]. - The toy manufacturing business (as OEM) contributed about 84.31% to the group's total revenue, slightly down from 84.90% in the previous year[188]. Strategic Initiatives - The company plans to enhance manufacturing efficiency and product quality by integrating artificial intelligence into its operations as part of its future strategic investments[28]. - The company aims to diversify its production bases in lower-cost countries to effectively control production costs for its footwear products[29]. - The company will continue to implement a leasing strategy to diversify its tenant mix, targeting young couples and families in its retail developments[30]. - The group is exploring the feasibility of converting land reserves in Nanjing and Tianjin from industrial to commercial use to enhance land value and development returns[32]. - The group aims to improve operational performance in its agricultural segment by focusing on high-margin crops and enhancing distribution channels[33]. Risk Management - The group faces risks related to macroeconomic conditions, including potential declines in consumer discretionary income due to economic downturns[35]. - Rising costs from raw materials, transportation, and compliance with regulations may impact profit margins on product sales[36]. - The group’s property portfolio is primarily located in mainland China, exposing it to risks associated with policy changes and economic conditions[37]. - The group is subject to risks from natural disasters that could adversely affect agricultural yields and production timelines[39]. - The group is actively reviewing and managing risks across its business units to mitigate potential impacts[40]. Corporate Governance - The company has established a strong governance structure with independent non-executive directors overseeing audit and remuneration committees[64]. - The company has a commitment to corporate governance, with a clear delineation of roles among executive and non-executive directors[62][64]. - The board composition includes a mix of executive and non-executive directors, ensuring a balance of skills and experience[141]. - The company has adopted the standard code for securities trading by directors as per the listing rules, ensuring compliance throughout the year[134]. - The board is committed to maintaining high levels of corporate governance to ensure accountability and transparency to shareholders[135]. Environmental, Social, and Governance (ESG) Initiatives - The company is committed to ESG initiatives, aiming for sustainable growth and long-term value creation for stakeholders[187]. - The board is responsible for formulating sustainable policies and strategies, integrating ESG risks into the group's risk management[188]. - The company ensures compliance with environmental protection and labor regulations across its major production facilities in China[189]. - The company received the "Hong Kong Green Organization" certification for five consecutive years from the Environmental Campaign Committee and the Environmental Protection Department[199]. - The company actively promotes waste reduction measures to enhance production efficiency and optimize management[198]. Employee and Leadership - The total number of employees decreased to approximately 8,502 from 9,714 in the previous year, with employee costs amounting to HKD 848,000,000 compared to HKD 810,000,000 last year[24]. - The company emphasizes the importance of human resources and has adopted stock option and incentive plans to reward employee contributions[53]. - The leadership team includes members with international educational backgrounds, contributing to a global perspective in business strategy[60][61]. - The company aims to attract and retain qualified employees through the Share Option and Share Award Plans[100]. Shareholder Engagement - The company emphasizes the importance of effective communication with shareholders through annual general meetings, reports, and its website[180]. - The company encourages shareholders to express concerns directly to the board and participate in special meetings if necessary[182]. - The board may propose the payment of a final dividend, subject to approval at the shareholders' meeting[78]. Legal and Compliance - The company has established an audit committee responsible for overseeing compliance with corporate governance codes[136]. - The company has implemented a whistleblowing policy allowing employees and related parties to report misconduct or violations confidentially[163]. - The independent non-executive directors confirmed their independence as per the listing rules[90]. Financial Reporting - The company's financial performance and position for the year are detailed in the financial statements from pages 85 to 199 of the annual report[72]. - The financial statements have been audited by KPMG, which will retire at the upcoming annual general meeting but is eligible for reappointment[130]. - The company has a policy for the timely disclosure of inside information in compliance with the Securities and Futures Ordinance[157].

Financial Performance - Total revenue for the year ended December 31, 2024, was HKD 3,231,529,000, an increase from HKD 2,887,385,000 in the previous year, representing a growth of approximately 11.9%[2] - Gross profit for the year was HKD 475,843,000, slightly down from HKD 479,357,000, indicating a decrease of about 0.3%[2] - Operating profit for the year was HKD 298,314,000, up from HKD 231,813,000, marking an increase of approximately 28.7%[2] - The basic earnings per share for the year was HKD 0.01, compared to a loss per share of HKD 0.25 in the previous year[3] - Total comprehensive loss for the year amounted to HKD 172,353,000, an improvement from a loss of HKD 204,850,000 in the previous year[5] - The adjusted profit before tax for the group was HKD 50,062,000 for 2024, compared to a loss of HKD 35,189,000 in 2023, indicating a significant turnaround[20] - The group recorded a total operating profit of approximately HKD 121,793,000 for the year ending December 31, 2024, compared to HKD 105,413,000 in 2023, marking an increase of about 15.6%[21] - Basic earnings per share for the year were HKD 696,000, a recovery from a loss of HKD 31,846,000 in the previous year[23] - The group achieved a net profit of HKD 12,000,000 for the fiscal year, recovering from a net loss of HKD 42,000,000 in 2023[34] Revenue Segments - The trading and manufacturing segment reported revenue of HKD 3,007,310,000 for 2024, up from HKD 2,644,312,000 in 2023, reflecting a growth of about 13.7%[20] - The OEM toy production business recorded revenue of HKD 2,725,000,000, an increase of approximately 11% from HKD 2,450,000,000 in 2023[37] - The footwear trading segment saw a significant revenue increase of approximately 53%, reaching HKD 269,000,000 compared to HKD 176,000,000 in 2023[39] - The group’s revenue from the agricultural segment was a loss of HKD 10,728,000 in 2024, compared to a profit of HKD 62,029,000 in 2023, indicating a decline in performance[20] - The property investment and development segment's revenue decreased by approximately 7% to HKD 223 million, down from HKD 241 million in the previous year[41] - Rental income generated by the property investment segment was HKD 171.9 million, slightly down by less than 1% compared to HKD 173 million in the previous year[42] Assets and Liabilities - Non-current assets totaled HKD 9,790,196 thousand in 2023, compared to HKD 10,128,064 thousand in 2022, reflecting a decrease of approximately 3.34%[7] - Current assets amounted to HKD 3,175,772 thousand in 2023, an increase from HKD 3,127,221 thousand in 2022, representing a growth of about 1.55%[7] - Current liabilities total HKD 3,414,216,000, a decrease from HKD 3,261,882,000 in the previous year, reflecting a reduction of approximately 4.5%[9] - Non-current liabilities total HKD 3,434,290,000, down from HKD 3,703,588,000, representing a decrease of approximately 7.3%[9] - The net asset value stands at HKD 6,117,462,000, compared to HKD 6,289,815,000, showing a reduction of around 2.7%[9] - The company's total equity attributable to shareholders is HKD 5,827,541,000, slightly down from HKD 5,997,284,000, reflecting a decrease of about 2.8%[9] Operational Efficiency and Future Strategies - The company is focusing on enhancing operational efficiency and exploring new market opportunities to drive future growth[7] - Future strategies include potential market expansion and investment in new technologies to maintain competitive advantage[7] - The group plans to control production costs through business restructuring and expand manufacturing scale in Vietnam, while enhancing competitiveness through automation and workflow integration[60] - The group aims to solidify its position as a one-stop solution provider by advancing vertical integration and innovation to meet the evolving needs of major customers[60] Legal and Governance Matters - Nanjing Qingtian illegally transferred all software copyrights from Nanhua Qingtian, leading to significant operational losses for Nanhua Qingtian[79] - Nanhua Qingtian is seeking compensation of RMB 210,400,000 for copyright infringement from Nanjing Qingtian[80] - The company has been exploring new legal avenues to protect its interests following the unfavorable court rulings[89] - The board of directors does not recommend the payment of a final dividend for the year ending December 31, 2024[92] - The company has complied with all applicable corporate governance codes as of December 31, 2024, except for specific provisions[93] Economic Outlook and Market Conditions - The geopolitical tensions are expected to continue impacting the global economy, with uncertainties projected to persist into 2025[55] - The global economic growth is projected to be 3.3% in 2025 and 2026, lower than the historical average of 3.7% from 2000 to 2019[56] - Inflation in the US is expected to stabilize around 3% after a significant drop in mid-2022, prompting the Federal Reserve to gradually reduce interest rates by 2025[56] - The group maintains a cautiously optimistic long-term outlook, expecting consumer confidence to gradually recover in 2025 due to easing inflation and supportive monetary policy[58] - The real estate market continues to face challenges, with investors and homebuyers adopting a cautious approach due to unclear market factors[66] - The central government has introduced measures to stimulate the real estate market, including lowering mortgage rates and adjusting tax policies, with expectations for market stabilization by 2025[66]

Financial Performance - For the six months ended June 30, 2024, the company reported revenue of HKD 1,168,503,000, an increase of 2.7% compared to HKD 1,137,892,000 in the same period of 2023[1] - The gross profit for the same period was HKD 152,076,000, up from HKD 124,861,000, reflecting a significant improvement in profitability[1] - The net loss for the period was HKD 80,876,000, compared to a net loss of HKD 84,315,000 in the previous year, indicating a reduction in losses[5] - Total comprehensive loss for the period was HKD 215,635,000, compared to HKD 334,197,000 in the prior year, showing a decrease in overall losses[5] - The total comprehensive income for the six months ended June 30, 2024, was a loss of HKD 334,197 thousand, compared to a loss of HKD 215,635 thousand for the same period in 2023, indicating a deterioration of approximately 55%[11] - The after-tax loss for the current period was approximately HKD 80,900,000, a reduction from HKD 84,300,000 in the same period of 2023, with a significant decrease in loss by about 50% due to improved production efficiency and effective control measures[39] Assets and Liabilities - Non-current assets totaled HKD 9,970,510,000, down from HKD 10,128,064,000 as of December 31, 2023[7] - Current assets increased to HKD 3,282,785,000 from HKD 3,127,221,000, indicating improved liquidity[7] - Current liabilities rose to HKD 3,495,745,000 from HKD 3,261,882,000, reflecting increased short-term obligations[9] - The company's total assets decreased to HKD 9,757,550,000 from HKD 9,993,403,000, indicating a reduction in asset base[9] - The net asset value of the company was HKD 6,074,180,000, down from HKD 6,289,815,000, suggesting a decline in shareholder equity[10] - As of June 30, 2024, total equity attributable to shareholders decreased to HKD 5,793,901 thousand from HKD 6,163,389 thousand as of January 1, 2023, reflecting a decline of approximately 5.97%[11] - The company’s total liabilities increased significantly, with new bank loans amounting to HKD 1,929,460 thousand for the six months ended June 30, 2024, compared to HKD 1,366,530 thousand in the same period of 2023, reflecting an increase of approximately 41.2%[12] Cash Flow - The net cash outflow from operating activities for the six months ended June 30, 2024, was HKD 68,349 thousand, a significant improvement compared to HKD 250,779 thousand for the same period in 2023, indicating a reduction of approximately 72.7%[12] - The company reported a net cash inflow from financing activities of HKD 41,579 thousand for the six months ended June 30, 2024, compared to HKD 261,381 thousand in the same period of 2023, representing a decrease of approximately 84.1%[12] - Cash and cash equivalents at the end of June 30, 2024, amounted to HKD 473,517 thousand, an increase from HKD 402,629 thousand at the end of June 30, 2023, reflecting a growth of approximately 17.6%[12] - The company incurred a cash outflow of HKD 58,685 thousand from operating activities for the six months ended June 30, 2024, compared to HKD 242,685 thousand in the same period of 2023, showing a decrease of approximately 75.8%[12] - The company’s cash flow from investing activities showed a net outflow of HKD 2,134 thousand for the six months ended June 30, 2024, compared to HKD 8,270 thousand in the same period of 2023, indicating a decrease of approximately 74.1%[12] Revenue Breakdown - The operating profit contribution from the trading and manufacturing segment was HKD 31,767,000, compared to a loss of HKD 9,390,000 in the previous year, indicating a significant turnaround[17] - Revenue from the United States was HKD 598,360,000, slightly up from HKD 594,463,000, while the operating profit contribution was HKD 16,835,000, compared to a loss of HKD 3,918,000 in the previous year[17] - Revenue from Europe decreased to HKD 281,128,000 from HKD 286,021,000, with an operating profit contribution of HKD 2,215,000, down from HKD 4,642,000[17] - The group recognized revenue of approximately HKD 78,197,000 from the sale of subsidiaries during the reporting period[21] - The cost of goods sold for the six months ended June 30, 2024, was HKD 975,881,000, compared to HKD 919,072,000 for the same period in 2023, reflecting an increase of approximately 6.2%[21] Operational Insights - The company plans to expand its customer base for footwear products through referrals from agents in various countries, including the United States and Italy[54] - The company will continue to adopt a diversified tenant mix leasing strategy to adapt to changing market conditions and anticipated market recovery[55] - The company maintains a cautiously optimistic outlook on the sales of residential units in Central Plaza, given its prime location and accessibility to retail and transportation[56] - The company is exploring the feasibility of converting some land reserves in Nanjing and Tianjin from industrial to commercial use to enhance land value and development returns[56] - The group aims to improve profitability by focusing on high-margin crop varieties and enhancing yield, sales distribution channels, and cost control measures[57] Market Challenges and Risks - The company anticipates facing significant economic challenges in the second half of 2024, with a projected GDP growth rate of about 5% in China, which is expected to positively impact business performance[52] - The group faces risks related to macroeconomic conditions, including potential declines in consumer discretionary income due to economic downturns, which could reduce customer orders[59] - Rising costs from raw materials, transportation, and compliance with labor laws may impact profit margins on sales[60] - The group is significantly exposed to risks associated with the real estate market in mainland China, including policy changes and economic conditions[60] Shareholder Information - As of June 30, 2024, the company's chairman holds approximately 66.22% of the total issued ordinary shares[63] - The company’s subsidiary, Ying Jing Fung Limited, holds a 30% stake in the company[64] - The company holds a total of 2,348,887,635 shares, representing 17.77% of the total issued ordinary shares as of June 30, 2024[71] - Bannock, a wholly-owned subsidiary of the company, directly holds 1,273,122,098 shares, accounting for 9.63% of the total issued ordinary shares[73] - The company’s chairman, Ms. Wu, directly holds 613,214,065 shares, with family interests totaling 8,141,545,650 shares, representing 66.22% of the total issued ordinary shares[74] Corporate Governance and Compliance - The company has complied with the corporate governance code, with minor deviations noted regarding attendance at the annual general meeting[82] - The audit committee has reviewed the unaudited interim results for the six months ending June 30, 2024, confirming compliance with applicable accounting standards[89]

Financial Performance - Revenue for the six months ended June 30, 2024, was HKD 1,168,503 thousand, an increase from HKD 1,137,892 thousand in the same period of 2023, representing a growth of approximately 2.9%[1] - Gross profit for the same period was HKD 152,076 thousand, up from HKD 124,861 thousand year-over-year, indicating a significant increase of approximately 21.8%[1] - The net other income and gains decreased to HKD 64,455 thousand from HKD 102,975 thousand, reflecting a decline of about 37.4%[1] - The operating profit for the six months was HKD 44,842 thousand, down from HKD 54,717 thousand in the previous year, showing a decrease of approximately 18.1%[2] - The total comprehensive loss for the period was HKD 215,635 thousand, compared to a loss of HKD 334,197 thousand in the same period last year, representing an improvement of about 35.4%[3] - The company reported a loss before tax of HKD 79,532,000 for the six months ended June 30, 2024, compared to a loss of HKD 83,702,000 in the same period of 2023, showing an improvement of about 5.2%[10] - The net loss attributable to shareholders for the period was approximately HKD 80,900,000, a decrease from HKD 84,300,000 in the same period of 2023, indicating a significant reduction in losses by about 50% due to improved production efficiency and effective control measures[25] - Basic and diluted loss per share remained at HKD 0.6 for both periods under review[2] - The company reported a basic and diluted loss per share of HKD 0.006 for the six months ended June 30, 2024, consistent with HKD 0.006 in the same period of 2023[25] Assets and Liabilities - Non-current assets totaled HKD 9,970,510 thousand as of June 30, 2024, down from HKD 10,128,064 thousand at the end of 2023, indicating a decrease of approximately 1.6%[4] - Current assets increased to HKD 3,282,785 thousand from HKD 3,127,221 thousand, reflecting a growth of about 5%[4] - Total liabilities were HKD 3,683,370 thousand, slightly down from HKD 3,703,588 thousand, showing a decrease of approximately 0.5%[5] - The net asset value was HKD 6,074,180 thousand, down from HKD 6,289,815 thousand, indicating a decline of about 3.4%[5] - As of June 30, 2024, the total current liabilities amounted to HKD 3,495,745, an increase from HKD 3,261,882 in the previous year, representing a growth of approximately 7.1%[6] - The total assets minus current liabilities decreased to HKD 9,757,550 from HKD 9,993,403, indicating a decline of about 2.4%[6] - The bank borrowings increased to HKD 2,188,265 from HKD 2,085,209, reflecting a rise of approximately 4.9%[6] - The net current liabilities stood at (HKD 212,960), worsening from (HKD 134,661) in the previous year, indicating a deterioration in liquidity position[6] - Other payables and accrued expenses slightly increased to HKD 549,190 from HKD 539,911, showing a growth of about 1.5%[6] - The liabilities related to lease obligations remained stable at HKD 55,709 compared to HKD 55,641, indicating minimal change[6] - The amount payable to non-controlling shareholders decreased to HKD 10,260 from HKD 10,408, a decline of approximately 1.4%[6] - The amount payable to related parties showed a significant change, with a total of HKD 35,011 compared to a negative balance of HKD 72,578 in the previous year, indicating a substantial shift in financial obligations[6] Market and Operational Insights - Revenue contribution from the Chinese market was HKD 170,503,000 for the six months ended June 30, 2024, compared to HKD 131,160,000 in 2023, reflecting a growth of approximately 30%[11] - The company continues to focus on market expansion and new product development as part of its strategic initiatives[10] - The company has maintained a total issued and paid-up capital of HKD 134,413,000 as of June 30, 2024, unchanged from the previous year[21] - The company continues to implement strict credit control measures to manage trade receivables and mitigate credit risk[20] - The group is closely monitoring liquidity risks and aims to maintain a balance of funding through bank loans and internal resources[34] - The group aims to enhance long-term customer loyalty and engineering capabilities, which are key factors for securing customer orders[40] - The group plans to diversify its tenant mix in real estate investments to adapt to changing environments and anticipated market recovery[42] Economic and Regulatory Environment - The group anticipates facing significant economic challenges in the second half of 2024, potentially impacting performance due to high interest rates aimed at curbing inflation[38] - China's GDP growth was 5.3% in Q1 2024 and 4.7% in Q2 2024, with a target growth rate of approximately 5% for the year, which is expected to positively influence the group's business performance[38] - The central government is expected to implement further economic and monetary policies to stimulate market sentiment, which may benefit the group's operations[38] - The group is exploring opportunities to convert industrial land reserves in Nanjing and Tianjin to commercial use to enhance land value and development returns[44] Legal and Governance Matters - There have been no significant changes in litigation matters, including copyright infringement cases and damage claims, for the six months ending June 30, 2024[54] - The group is awaiting a ruling from the appellate court regarding a lawsuit related to Tianjin Binhai land, with the first instance ruling made on May 17, 2024[55] - The group has withdrawn an arbitration case based on strategic considerations as of April 18, 2024[56] - Changes in the board of directors include the resignation of several non-executive directors effective after the annual general meeting on June 27, 2024[57] - The company has established an Audit Committee consisting of three independent non-executive directors[58] - The Audit Committee reviewed the interim results for the six months ending June 30, 2024, and confirmed compliance with applicable accounting standards and regulations[58] Industry-Specific Challenges - Increased costs due to raw materials, transportation, and compliance with minimum wage legislation in mainland China may impact profit margins on sales[48] - The group faces risks related to the real estate market in mainland China, including policy changes and economic conditions that could adversely affect business and financial performance[49] - The group designs and manufactures various toys, shoes, and leather products, with financial performance dependent on consumer spending levels in the non-essential goods market[47]