FF301 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年9月30日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 百信國際控股有限公司 (於開曼群島註冊成立的有限公司) 呈交日期: 2025年10月8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) | 00574 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 5,000,000,000 | HKD | | 0.001 HKD | | 5,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 5,000,000,000 | HKD | | 0.001 HKD | | 5,000,000 | 本月底法 ...

[Company Information](index=3&type=section&id=Company%20Information) This section details changes in the board and committee members, along with updates to the company's contact and audit information [Board and Committee Members](index=3&type=section&id=Board%20and%20Committee%20Members) The board saw changes in independent non-executive directors across the Audit, Remuneration, and Nomination Committees, with new appointments and one retirement - Independent Non-Executive Director Mr. Xu Qilin retired on **June 26, 2025**[4](index=4&type=chunk) - Independent Non-Executive Director Mr. Wang Dongyuan was appointed as a member of the Audit and Remuneration Committees and Chairman of the Nomination Committee on **June 26, 2025**[4](index=4&type=chunk) - Independent Non-Executive Director Professor Lou Zhenye was appointed as a member of the Nomination and Corporate Governance Committees on **June 26, 2025**[4](index=4&type=chunk)[5](index=5&type=chunk) [Company Contact and Audit Information](index=4&type=section&id=Company%20Contact%20and%20Audit%20Information) The company's principal place of business remains unchanged, but the auditor was changed on December 9, 2024 - The auditor resigned from Zhongzheng Tianheng Certified Public Accountants Limited and Furuimaze Certified Public Accountants Limited was appointed on **December 9, 2024**[5](index=5&type=chunk) - The company's stock code is **00574** and its website is **www.pashun.com.cn**[5](index=5&type=chunk) [Condensed Consolidated Statement of Profit or Loss](index=5&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) This section presents the group's profit or loss performance, highlighting the shift from profit to loss primarily due to the absence of a one-off debt restructuring gain [Profit or Loss Overview](index=5&type=section&id=Profit%20or%20Loss%20Overview) The Group shifted from a profit of RMB35,427 thousand to a loss of RMB9,055 thousand, primarily due to the absence of a one-off debt restructuring gain Condensed Consolidated Statement of Profit or Loss Key Data (For the six months ended June 30) | Indicator | 2025 (RMB '000) | 2024 (RMB '000) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 48,693 | 48,830 | -0.28% | | Cost of sales | (42,481) | (39,303) | +8.09% | | Gross profit | 6,212 | 9,527 | -34.80% | | Gain on debt restructuring of the Company | – | 47,356 | -100.00% | | Other income | 692 | 734 | -5.72% | | Other losses – net | (1,623) | (6,362) | -74.49% | | Selling and distribution expenses | (2,375) | (3,408) | -30.32% | | General and administrative expenses | (5,707) | (7,281) | -21.61% | | Finance costs | (6,253) | (5,075) | +23.21% | | (Loss)/Profit before tax | (9,054) | 35,491 | -125.51% | | Income tax expense | (1) | (64) | -98.44% | | (Loss)/Profit for the period | (9,055) | 35,427 | -125.56% | - The Group turned from profit to loss, primarily due to a one-off gain of **RMB47.4 million** from debt restructuring in the prior period of 2024, which was absent in 2025[7](index=7&type=chunk)[54](index=54&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) This section outlines the group's comprehensive income performance, showing a shift from total comprehensive income to total comprehensive expense, influenced by period loss and exchange differences [Comprehensive Income Overview](index=6&type=section&id=Comprehensive%20Income%20Overview) The Group recorded a total comprehensive expense of RMB12,432 thousand, a shift from a total comprehensive income of RMB38,585 thousand, driven by period loss and exchange differences Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data (For the six months ended June 30) | Indicator | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | (Loss)/Profit for the period | (9,055) | 35,427 | | Exchange differences arising from translation of financial statements | (3,377) | 3,158 | | Total comprehensive (expense)/income for the period attributable to equity holders of the Company | (12,432) | 38,585 | (Loss)/Earnings Per Share (For the six months ended June 30) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Basic (loss)/earnings per share | (0.61) | 2.4 | | Diluted (loss)/earnings per share | Not applicable | Not applicable | - Basic loss per share was **RMB0.61**, compared to basic profit per share of **RMB2.4** in the prior period[11](index=11&type=chunk)[35](index=35&type=chunk) [Condensed Consolidated Statement of Financial Position](index=7&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) This section presents the group's financial position, indicating a deterioration with a net current liability and a significant decrease in cash and cash equivalents [Financial Position Overview](index=7&type=section&id=Financial%20Position%20Overview) The Group's financial position deteriorated to a net current liability of RMB29,486 thousand, with a significant decrease in cash and cash equivalents Condensed Consolidated Statement of Financial Position Key Data (As of June 30) | Indicator | June 30, 2025 (RMB '000) | December 31, 2024 (RMB '000) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current assets | 74,507 | 74,787 | -0.37% | | Current assets | 87,455 | 104,859 | -16.69% | | Current liabilities | 116,941 | 103,528 | +12.96% | | Net current (liabilities)/assets | (29,486) | 1,331 | -2315.00% | | Non-current liabilities | 193,489 | 212,154 | -8.79% | | Net liabilities | (148,468) | (136,036) | +9.14% | | Cash and cash equivalents | 3,562 | 15,972 | -77.70% | - The current ratio decreased from **1.01** as of December 31, 2024, to **0.75** as of June 30, 2025, indicating increased liquidity pressure[56](index=56&type=chunk) - Trade and bills receivables increased by **58.32%** from **RMB26,136 thousand** as of December 31, 2024, to **RMB41,380 thousand** as of June 30, 2025[12](index=12&type=chunk)[39](index=39&type=chunk) [Condensed Consolidated Statement of Changes in Equity](index=9&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) This section details changes in the group's equity, showing an increase in accumulated losses attributable to equity holders, primarily due to the loss for the period and a decrease in exchange reserves [Equity Changes Overview](index=9&type=section&id=Equity%20Changes%20Overview) The total deficit attributable to equity holders increased to RMB(148,468) thousand, primarily due to the period's loss and reduced exchange reserves Condensed Consolidated Statement of Changes in Equity Key Data (For the six months ended June 30) | Indicator | June 30, 2025 (RMB '000) | December 31, 2024 (RMB '000) | | :--- | :--- | :--- | | Share capital | 1,216 | 1,216 | | Share premium | 691,882 | 691,882 | | Statutory reserve | 33,143 | 33,143 | | PRC reserve | 11,456 | 11,456 | | Exchange reserve | (26,527) | (23,150) | | Other reserve | (28,150) | (28,150) | | Accumulated losses | (831,488) | (822,433) | | Total deficit attributable to equity holders of the Company | (148,468) | (136,036) | - The loss for the period of **RMB9,055 thousand** led to a further expansion of accumulated losses[14](index=14&type=chunk) - Exchange differences arising from the translation of financial statements of overseas entities resulted in a negative **RMB3,377 thousand**, negatively impacting total comprehensive expense[14](index=14&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) This section outlines the group's cash flow performance, showing an improvement in net cash used in operating activities but an increase in cash outflow from financing activities, leading to a larger net decrease in cash and cash equivalents [Cash Flow Overview](index=10&type=section&id=Cash%20Flow%20Overview) Net cash used in operating activities improved, but increased financing outflows led to a larger net decrease in cash and cash equivalents, significantly reducing the period-end cash balance Condensed Consolidated Statement of Cash Flows Key Data (For the six months ended June 30) | Indicator | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | Net cash used in operating activities | (7,382) | (14,548) | | Net cash used in investing activities | (528) | (20) | | Net cash (used in)/generated from financing activities | (4,500) | 2,691 | | Net decrease in cash and cash equivalents | (12,410) | (11,877) | | Cash and cash equivalents at end of period | 3,562 | 4,634 | - Net cash used in operating activities improved from **RMB(14,548) thousand** in the prior period to **RMB(7,382) thousand** in the current period[15](index=15&type=chunk) - Cash flow from financing activities shifted from an inflow in the prior period to an outflow in the current period, primarily due to the repayment of other borrowings[15](index=15&type=chunk) [Notes to the Condensed Consolidated Interim Financial Statements](index=11&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Interim%20Financial%20Statements) This section provides detailed notes to the interim financial statements, covering accounting policies, new standards, segment reporting, and specific financial line items [1. Basis of Preparation of Financial Statements](index=11&type=section&id=1.%20Basis%20of%20Preparation%20of%20Financial%20Statements) The financial statements are prepared under Hong Kong Financial Reporting Standards and generally accepted accounting principles, complying with HKEX Listing Rules - The financial statements are prepared on a historical cost basis, presented in **RMB**, with all values rounded to the nearest thousand[16](index=16&type=chunk) [2. Application of New and Revised Hong Kong Financial Reporting Standards](index=12&type=section&id=2.%20Application%20of%20New%20and%20Revised%20Hong%20Kong%20Financial%20Reporting%20Standards) The Group applied revised HKFRS effective on or after January 1, 2025, with no significant impact, and anticipates no material impact from future standards - HKAS 21 (Amendment) 'Lack of Exchangeability' became effective for the first time during this interim period but had no significant impact on the financial statements[18](index=18&type=chunk) - The Directors anticipate that the application of new and revised HKFRSs not yet effective, such as HKFRS 18 'Presentation and Disclosure in Financial Statements', will not have a material impact on the condensed consolidated financial statements in the foreseeable future[20](index=20&type=chunk) [3. Revenue and Segment Reporting](index=13&type=section&id=3.%20Revenue%20and%20Segment%20Reporting) The Group's primary businesses are pharmaceutical distribution and manufacturing in China, with total revenue stable, but distribution grew while manufacturing declined significantly - The Group's principal businesses are pharmaceutical distribution and manufacturing of pharmaceutical products in China[21](index=21&type=chunk) Revenue by Business Category (For the six months ended June 30) | Revenue Category | 2025 (RMB '000) | 2024 (RMB '000) | Change (%) | | :--- | :--- | :--- | :--- | | Pharmaceutical distribution | 43,013 | 33,267 | +29.31% | | Pharmaceutical manufacturing | 5,680 | 15,563 | -63.51% | | **Total Revenue** | **48,693** | **48,830** | **-0.28%** | - Gross profit from pharmaceutical distribution decreased from **RMB3,684 thousand** in the prior period to **RMB3,532 thousand** in the current period, while gross profit from pharmaceutical manufacturing significantly decreased from **RMB5,843 thousand** to **RMB2,680 thousand**[26](index=26&type=chunk) [4. Other Income and Other Gains/(Losses) – Net](index=17&type=section&id=4.%20Other%20Income%20and%20Other%20Gains%2F(Losses)%20%E2%80%93%20Net) Other income slightly decreased, while other net losses significantly reduced, primarily due to increased reversal of impairment losses on trade receivables Other Income (For the six months ended June 30) | Item | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | Bank interest income | 4 | 7 | | Deferred income – government grants | 256 | 256 | | Rental income from short-term leases | 432 | 444 | | Others | – | 27 | | **Total** | **692** | **734** | Other Losses – Net (For the six months ended June 30) | Item | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | Impairment loss on trade receivables | (2,734) | (2,021) | | Impairment loss on other receivables | (1,430) | – | | Impairment loss on prepayments and deposits paid | (1,223) | (4,342) | | Reversal of impairment loss on trade receivables | 3,712 | – | | Reversal of impairment loss on other receivables | – | 53 | | Others | 52 | (52) | | **Total** | **(1,623)** | **(6,362)** | - Other net losses significantly decreased from **RMB(6,362) thousand** in the prior period to **RMB(1,623) thousand** in the current period, mainly due to a reversal of impairment losses on trade receivables of **RMB3,712 thousand**[30](index=30&type=chunk)[50](index=50&type=chunk) [5. Finance Costs](index=18&type=section&id=5.%20Finance%20Costs) Finance costs increased by **23.2%** to **RMB6,253 thousand**, mainly due to increased imputed interest on repayment obligations under the debt repayment arrangement scheme Finance Costs (For the six months ended June 30) | Item | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | Interest on bank and other borrowings | 619 | 2,115 | | Interest on corporate bonds payable | – | 519 | | Interest on repayment obligations under the debt repayment arrangement scheme | 5,634 | 2,441 | | **Total** | **6,253** | **5,075** | - Interest on repayment obligations under the debt repayment arrangement scheme significantly increased from **RMB2,441 thousand** in the prior period to **RMB5,634 thousand** in the current period[31](index=31&type=chunk)[53](index=53&type=chunk) [6. (Loss)/Profit Before Tax](index=19&type=section&id=6.%20(Loss)%2FProfit%20Before%20Tax) Loss before tax was RMB9,054 thousand, a shift from a profit of RMB35,491 thousand, primarily due to the impact of the debt restructuring gain (Loss)/Profit Before Tax Components (For the six months ended June 30) | Item | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | Cost of inventories sold | 42,481 | 39,303 | | Total staff costs | 3,143 | 3,420 | | Depreciation of property, plant and equipment | 782 | 1,271 | | Depreciation of right-of-use assets | 26 | 29 | | Auditor's remuneration | – | 111 | - Total staff costs slightly decreased from **RMB3,420 thousand** in the prior period to **RMB3,143 thousand** in the current period[32](index=32&type=chunk) - Depreciation of property, plant and equipment decreased from **RMB1,271 thousand** in the prior period to **RMB782 thousand** in the current period[32](index=32&type=chunk)[37](index=37&type=chunk) [7. Income Tax Expense](index=20&type=section&id=7.%20Income%20Tax%20Expense) Income tax expense significantly reduced to RMB1 thousand, as the Group had no taxable profits in Cayman Islands, BVI, Hong Kong, or its PRC subsidiaries Income Tax Expense (For the six months ended June 30) | Item | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | Current tax – PRC Enterprise Income Tax | – | – | | Deferred tax | – | 64 | | **Total** | **(1)** | **(64)** | - The Group is not subject to income tax in the Cayman Islands, British Virgin Islands, and Hong Kong[33](index=33&type=chunk) - PRC subsidiaries are subject to PRC Enterprise Income Tax at a statutory rate of **25%**, but no provision was made for the current period due to the absence of taxable profits[33](index=33&type=chunk) [8. Dividends](index=21&type=section&id=8.%20Dividends) The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025, consistent with the prior period - The Board does not recommend the payment of any interim dividend for the six months ended **June 30, 2025**[34](index=34&type=chunk) [9. (Loss)/Earnings Per Share](index=21&type=section&id=9.%20(Loss)%2FEarnings%20Per%20Share) Basic loss per share was RMB0.61, compared to basic profit per share of RMB2.4, with diluted (loss)/earnings per share not presented due to option exercise prices (Loss)/Earnings Per Share (For the six months ended June 30) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Basic (loss)/earnings per share | (0.61) | 2.4 | | Diluted (loss)/earnings per share | Not applicable | Not applicable | - Basic loss per share is calculated based on the loss attributable to equity holders of **RMB9,054 thousand** and the weighted average number of **1,474,993 thousand** ordinary shares in issue[35](index=35&type=chunk) - Diluted (loss)/earnings per share is not presented as the exercise price of share options was higher than the average market price of the shares[36](index=36&type=chunk) [10. Property, Plant and Equipment](index=21&type=section&id=10.%20Property,%20Plant%20and%20Equipment) Depreciation of property, plant and equipment decreased to RMB782 thousand for the six months ended June 30, 2025 Depreciation of Property, Plant and Equipment (For the six months ended June 30) | Item | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | Depreciation | 782 | 1,271 | [11. Right-of-use Assets](index=21&type=section&id=11.%20Right-of-use%20Assets) The Group did not enter into any new lease agreements during this interim period - The Group did not enter into any new lease agreements during this interim period[38](index=38&type=chunk) [12. Trade and Other Receivables](index=22&type=section&id=12.%20Trade%20and%20Other%20Receivables) Total trade and other receivables increased to RMB45,747 thousand, with a significant rise in trade receivables aged 4 to 6 months Trade and Other Receivables (As of June 30) | Item | June 30, 2025 (RMB '000) | December 31, 2024 (RMB '000) | | :--- | :--- | :--- | | Trade and bills receivables | 41,380 | 26,136 | | Bills receivable from banks | 3,041 | 1,633 | | Other receivables | 1,326 | 1,860 | | **Total** | **45,747** | **29,629** | Ageing Analysis of Trade and Bills Receivables (As of June 30) | Ageing | June 30, 2025 (RMB '000) | December 31, 2024 (RMB '000) | | :--- | :--- | :--- | | Within 1 month | 4,561 | 9,460 | | 1 to 3 months | 6,225 | 9,222 | | 4 to 6 months | 30,594 | 7,454 | | **Total** | **41,380** | **26,136** | - Trade receivables aged **4 to 6 months** significantly increased from **RMB7,454 thousand** as of December 31, 2024, to **RMB30,594 thousand** as of June 30, 2025, indicating a potential extension of the collection period[39](index=39&type=chunk) [13. Trade and Other Payables](index=23&type=section&id=13.%20Trade%20and%20Other%20Payables) Total trade and other payables were RMB82,502 thousand, with the majority of trade payables aged over 3 months Trade and Other Payables (As of June 30) | Item | June 30, 2025 (RMB '000) | December 31, 2024 (RMB '000) | | :--- | :--- | :--- | | Trade payables | 27,916 | 31,633 | | Contract liabilities | 14,126 | 14,522 | | Accrued interest on other borrowings | 3,156 | 3,455 | | Other accrued expenses | 2,417 | 3,414 | | Staff-related costs payable | 9,908 | 9,827 | | Other payables | 24,979 | 20,189 | | **Total** | **82,502** | **83,040** | Ageing Analysis of Trade Payables (As of June 30) | Ageing | June 30, 2025 (RMB '000) | December 31, 2024 (RMB '000) | | :--- | :--- | :--- | | Within 1 month | 1,121 | 3,373 | | 1 to 3 months | 1,624 | 1,853 | | Over 3 months | 25,171 | 26,407 | | **Total** | **27,916** | **31,633** | - Trade payables aged **over 3 months** constitute the vast majority of total trade payables, indicating a longer payment cycle to suppliers[41](index=41&type=chunk) [14. Repayment Arrangement Scheme Liabilities](index=24&type=section&id=14.%20Repayment%20Arrangement%20Scheme%20Liabilities) The Group initiated a debt repayment arrangement scheme on March 12, 2024, involving initial and annual cash payments to scheme creditors and potential new share issuance - The debt repayment arrangement scheme became effective on **March 12, 2024**, fully discharging and releasing all unsecured and non-priority claims[43](index=43&type=chunk) - Scheme creditors are entitled to an initial cash payment equivalent to **1%** of their admitted claims, and annual cash payments from **2024 to 2028** (**HK$5 million** for 2024, and **HK$10 million** annually from 2025-2028, or a relevant proportion of the audited consolidated net profit for the respective financial year, whichever is higher)[43](index=43&type=chunk) - During the six months ended June 30, 2025, the initial cash payment and the 2024 annual payment were made to the scheme creditors[44](index=44&type=chunk) [15. Share Capital](index=25&type=section&id=15.%20Share%20Capital) The company's authorized and issued and fully paid share capital remained unchanged as of June 30, 2025 Share Capital Information (As of June 30) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Number of authorized shares (thousand shares) | 5,000,000 | 5,000,000 | | Authorized share capital (HK$'000) | 5,000 | 5,000 | | Number of issued and fully paid shares (thousand shares) | 1,474,993 | 1,474,993 | | Nominal value of issued and fully paid share capital (HK$'000) | 1,475 | 1,475 | | Carrying value of issued and fully paid share capital (RMB '000) | 1,216 | 1,216 | [16. Contingent Liabilities](index=25&type=section&id=16.%20Contingent%20Liabilities) The Group faces a legal claim of RMB4,656 thousand for a construction design contract, with management deeming the plaintiff's success probability as remote - The Group's subsidiary, Chengdu Yiming Investment Management Co., Ltd., faces a legal claim of approximately **RMB4,656 thousand** for a construction design contract balance[46](index=46&type=chunk) - Based on independent legal advice, the Group's management considers the probability of the plaintiff succeeding to be remote[46](index=46&type=chunk) [Management Discussion and Analysis](index=26&type=section&id=Management%20Discussion%20and%20Analysis) This section provides management's discussion and analysis of the group's business, financial performance, liquidity, and future outlook [Business Review](index=26&type=section&id=Business%20Review) The Group continues to focus on pharmaceutical distribution and manufacturing businesses in China - The Group remains committed to its pharmaceutical distribution and manufacturing businesses in China[47](index=47&type=chunk) [Revenue](index=26&type=section&id=Revenue) Total revenue for the six months ended June 30, 2025, was RMB48.7 million, a slight decrease of approximately **0.28%** Total Revenue (For the six months ended June 30) | Indicator | 2025 (RMB million) | 2024 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 48.7 | 48.8 | -0.28% | [Cost of Sales, Gross Profit and Gross Margin](index=26&type=section&id=Cost%20of%20Sales,%20Gross%20Profit%20and%20Gross%20Margin) Cost of sales increased by **8.09%** to **RMB42.5 million**, leading to a **34.8%** decrease in gross profit and a drop in gross margin to **12.8%** Cost of Sales, Gross Profit and Gross Margin (For the six months ended June 30) | Indicator | 2025 (RMB million) | 2024 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Cost of sales | 42.5 | 39.3 | +8.09% | | Gross profit | 6.2 | 9.5 | -34.80% | | Gross margin | 12.8% | 19.5% | -6.7 percentage points | - The increase in cost of sales was primarily due to rising costs of raw materials and labor[49](index=49&type=chunk) - The decrease in gross margin was mainly attributable to rising costs and intense competition in the pharmaceutical distribution industry[49](index=49&type=chunk) [Other Income and Other Losses – Net](index=26&type=section&id=Other%20Income%20and%20Other%20Losses%20%E2%80%93%20Net) Other net losses significantly reduced to RMB1.6 million, primarily due to changes in impairment losses Other Losses – Net (For the six months ended June 30) | Indicator | 2025 (RMB million) | 2024 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Other losses – net | 1.6 | 6.4 | -75.00% | - Other net losses primarily comprise impairment losses on trade and other receivables, and prepayments and deposits paid[50](index=50&type=chunk) [Selling and Distribution Expenses](index=27&type=section&id=Selling%20and%20Distribution%20Expenses) Selling and distribution expenses decreased by **30.3%** to **RMB2.4 million**, due to strict cost control and reduced sales activities Selling and Distribution Expenses (For the six months ended June 30) | Indicator | 2025 (RMB million) | 2024 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Selling and distribution expenses | 2.4 | 3.4 | -30.30% | - The decrease in expenses was attributable to the Group's stringent cost control policies and reduced sales activities and promotions during the review period[51](index=51&type=chunk) [General and Administrative Expenses](index=27&type=section&id=General%20and%20Administrative%20Expenses) General and administrative expenses decreased by **21.6%** to **RMB5.7 million**, as prior period legal and professional fees for resuming trading and debt restructuring did not recur General and Administrative Expenses (For the six months ended June 30) | Indicator | 2025 (RMB million) | 2024 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | General and administrative expenses | 5.7 | 7.3 | -21.92% | - The decrease in expenses was mainly due to the absence of legal and professional fees incurred in the prior period of 2024 for handling the application for resumption of trading and debt restructuring[52](index=52&type=chunk) [Finance Costs](index=27&type=section&id=Finance%20Costs) Finance costs increased by **23.2%** to **RMB6.3 million**, primarily due to increased imputed interest on repayment obligations under the debt repayment arrangement scheme Finance Costs (For the six months ended June 30) | Indicator | 2025 (RMB million) | 2024 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Finance costs | 6.3 | 5.1 | +23.53% | - The increase in finance costs was mainly due to imputed interest on repayment obligations under the debt repayment arrangement scheme for the six months ended **June 30, 2025**[53](index=53&type=chunk) [(Loss)/Profit for the Period](index=27&type=section&id=(Loss)%2FProfit%20for%20the%20Period) The Group shifted from a profit of RMB35.5 million to a loss of RMB9.1 million, primarily due to the absence of a one-off debt restructuring gain (Loss)/Profit for the Period (For the six months ended June 30) | Indicator | 2025 (RMB million) | 2024 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | (Loss)/Profit for the period | (9.1) | 35.5 | -125.63% | - The Group turned from profit to loss for the period mainly due to a one-off gain of **RMB47.4 million** from debt restructuring in the prior period of 2024, with no such gain in 2025[54](index=54&type=chunk) [Future Prospects](index=27&type=section&id=Future%20Prospects) The company anticipates a market demand rebound and increased competition, focusing on enhancing production and distribution capabilities to seize opportunities - Market demand is expected to rebound, but market competitors will also increase[55](index=55&type=chunk) - Management will focus on enhancing production and distribution capabilities to capitalize on business opportunities arising from market recovery[55](index=55&type=chunk) [Liquidity, Financial and Capital Resources](index=28&type=section&id=Liquidity,%20Financial%20and%20Capital%20Resources) Cash and cash equivalents significantly decreased, net current liabilities increased, and the current ratio declined, indicating heightened liquidity pressure, with changes in bank and other borrowings Liquidity and Borrowing Status (As of June 30) | Indicator | June 30, 2025 (RMB million) | December 31, 2024 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Cash and cash equivalents | 3.6 | 16.0 | -77.50% | | Net current liabilities | 29.5 | (1.3) | -2369.23% | | Current ratio | 0.75 | 1.01 | -25.74% | | Total bank borrowings | 16.4 | 11.4 | +43.86% | | Total other borrowings | 23.6 | 32.6 | -27.59% | - On **May 25, 2025**, **100,000,000** share options lapsed and expired, with no outstanding share options as of **June 30, 2025**[57](index=57&type=chunk) - The Group regularly and actively reviews and manages its capital structure to strengthen its financial position, with no changes in capital management approach[57](index=57&type=chunk) [Contingent Liabilities](index=28&type=section&id=Contingent%20Liabilities) The Group had no other significant contingent liabilities apart from the legal proceedings disclosed in Note 16 to the financial statements - The Group had no other significant contingent liabilities apart from those disclosed in Note 16 to the condensed consolidated interim financial statements[58](index=58&type=chunk) [Exchange Rate Risk](index=28&type=section&id=Exchange%20Rate%20Risk) The Group does not face any significant foreign exchange risk as most assets, transactions, and operations are denominated in RMB - The majority of the Group's assets and transactions are denominated in **RMB**, and it does not face any significant foreign exchange risk[59](index=59&type=chunk) [Other Information](index=29&type=section&id=Other%20Information) This section covers other relevant information, including significant investments, human resources, dividends, corporate governance, and share-related matters [Significant Investments, Acquisitions and Disposals](index=29&type=section&id=Significant%20Investments,%20Acquisitions%20and%20Disposals) The Group did not undertake any discloseable significant investments, acquisitions, or disposals during the six months ended June 30, 2025 - The Group did not undertake any discloseable significant investments, acquisitions, or disposals during the reporting period[60](index=60&type=chunk) [Human Resources](index=29&type=section&id=Human%20Resources) The Group's headcount increased to 106, with slightly decreased total staff costs, focusing on attracting, developing, and retaining talent Human Resources Overview (As of June 30) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total headcount | 106 | 97 | | Total staff costs (RMB million) | 3.1 | 3.4 | - The Group considers human resources as its valuable asset and is committed to attracting, developing, and retaining outstanding employees[61](index=61&type=chunk) [Dividends](index=30&type=section&id=Dividends) The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of any interim dividend for the six months ended **June 30, 2025**[62](index=62&type=chunk) [Corporate Governance](index=30&type=section&id=Corporate%20Governance) The company maintains high corporate governance standards, complying with the Listing Rules' Corporate Governance Code, except for the non-renewal of directors' and officers' liability insurance - The Company has adopted the Corporate Governance Code as set out in Appendix C1 Part 2 of the Listing Rules[63](index=63&type=chunk) - Following the expiry of the previous directors' and officers' liability insurance on **December 6, 2024**, the Company has not made any new insurance arrangements for potential legal actions against its directors[63](index=63&type=chunk) [Audit Committee](index=30&type=section&id=Audit%20Committee) The Audit Committee, composed of three independent non-executive directors, reviewed the Group's accounting principles, internal controls, and financial reporting matters - The Audit Committee comprises Ms. Li Yan (Chairperson), Professor Lou Zhenye, and Mr. Wang Dongyuan[65](index=65&type=chunk) - The Audit Committee has reviewed the accounting principles and practices adopted by the Group and discussed internal control and financial reporting matters[65](index=65&type=chunk) [Compliance with the Model Code for Securities Transactions by Directors of Listed Issuers](index=31&type=section&id=Compliance%20with%20the%20Model%20Code%20for%20Securities%20Transactions%20by%20Directors%20of%20Listed%20Issuers) The company adopted the Model Code in Appendix C3 of the Listing Rules, and all directors confirmed compliance during the reporting period - All Directors have confirmed their compliance with the relevant provisions of the Model Code for the six months ended **June 30, 2025**[66](index=66&type=chunk) [Share Option Scheme](index=31&type=section&id=Share%20Option%20Scheme) The 2015 share option scheme expired on May 25, 2025, with all 100,000,000 granted options lapsing and no new options granted, exercised, or cancelled - The share option scheme expired on **May 25, 2025**[67](index=67&type=chunk) - For the six months ended June 30, 2025, all **100,000,000** share options lapsed, and no share options were granted, exercised, or cancelled during the period[68](index=68&type=chunk)[72](index=72&type=chunk) - The Company will consider adopting a new share option scheme in due course in compliance with the latest requirements under Chapter 17 of the Listing Rules[74](index=74&type=chunk) [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company or any Associated Corporation](index=34&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20and%20Short%20Positions%20in%20Shares,%20Underlying%20Shares%20and%20Debentures%20of%20the%20Company%20or%20any%20Associated%20Corporation) As of June 30, 2025, no directors or chief executives held discloseable interests or short positions in the company's or its associated corporations' shares, underlying shares, or debentures - As of **June 30, 2025**, no Directors or chief executives of the Company had any discloseable interests or short positions in the shares, underlying shares, or debentures of the Company or its associated corporations[76](index=76&type=chunk) [Directors' Right to Acquire Shares or Debentures](index=34&type=section&id=Directors'%20Right%20to%20Acquire%20Shares%20or%20Debentures) No rights were granted to any director or their associates to acquire benefits by purchasing company shares or debentures, nor were any such rights exercised - During the reporting period, no rights were granted to any Director or their associates to acquire benefits by means of purchasing shares or debentures of the Company, nor were any such rights exercised[77](index=77&type=chunk) [Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares of the Company](index=35&type=section&id=Substantial%20Shareholders'%20and%20Other%20Persons'%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares%20of%20the%20Company) As of June 30, 2025, Joyful Treasure Limited and Mr. Chen Yanfei were substantial shareholders, holding **51.97%** of shares, with other significant interests held by Win Win Stable No. 3 Fund SP and related parties Substantial Shareholders' Long Positions in Shares (As of June 30) | Shareholder Name | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Joyful Treasure Limited | Beneficial owner | 753,040,000 | 51.05% | | Mr. Chen Yanfei | Interest of controlled corporation | 753,040,000 | 51.05% | | Mr. Chen Yanfei | Beneficial owner | 13,560,000 | 0.92% | | **Mr. Chen Yanfei Total** | | **766,600,000** | **51.97%** | Other Persons' Long Positions in Shares (As of June 30) | Shareholder Name | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Win Win Stable No. 3 Fund SP | Person with a security interest in shares | 753,040,000 | 51.05% | | Zhongtai Innovation Capital Management Limited | Investment manager | 753,040,000 | 51.05% | | Ma Demin | Agent | 753,040,000 | 51.05% | | Lai Wing Lun | Agent | 753,040,000 | 51.05% | - **753,040,000** shares (approximately **51.05%** of the issued share capital) held by Joyful Treasure Limited are pledged, with Mr. Ma Demin and Mr. Lai Wing Lun of RSM Corporate Advisory (Hong Kong) Limited appointed as joint and several receivers and managers[81](index=81&type=chunk) [Purchase, Sale or Redemption of Listed Securities](index=37&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%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 reporting period[82](index=82&type=chunk) [Changes in Directors' Information](index=37&type=section&id=Changes%20in%20Directors'%20Information) Independent Non-Executive Director Mr. Xu Qilin retired, while Mr. Wang Dongyuan and Professor Lou Zhenye were appointed to new committee roles, with Mr. Wang also resigning from another directorship - Independent Non-Executive Director Mr. Xu Qilin retired on **June 26, 2025**[83](index=83&type=chunk) - Independent Non-Executive Director Mr. Wang Dongyuan was appointed as Chairman of the Nomination Committee and a member of the Audit and Remuneration Committees[83](index=83&type=chunk) - Independent Non-Executive Director Professor Lou Zhenye was appointed as a member of the Nomination and Corporate Governance Committees[83](index=83&type=chunk) [Company's Registered Office](index=37&type=section&id=Company's%20Registered%20Office) The company's registered office service provider in the Cayman Islands terminated services on July 22, 2025, and the Board is seeking a new provider - The Company's registered office service provider in the Cayman Islands terminated its services on **July 22, 2025**[84](index=84&type=chunk) - The Board is currently seeking another service provider to provide registered office services as soon as possible[84](index=84&type=chunk) [Events After the Reporting Period](index=37&type=section&id=Events%20After%20the%20Reporting%20Period) The Board is not aware of any significant events occurring after June 30, 2025, up to the date of this interim report - The Board is not aware of any significant events occurring after **June 30, 2025**, up to the date of this interim report[85](index=85&type=chunk)

截至月份: 2025年8月31日 狀態: 新提交 FF301 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 致：香港交易及結算所有限公司 公司名稱: 百信國際控股有限公司 (於開曼群島註冊成立的有限公司) 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) | 00574 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 5,000,000,000 | HKD | | 0.001 HKD | | | 5,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | | 本月底結存 | | | 5,000,000,000 | HKD | | 0.001 HKD | | | ...

Core Viewpoint - Baixin International (00574) reported a revenue of 48.693 million HKD for the six months ending June 30, 2025, reflecting a year-on-year decrease of 0.28% [1] - The company recorded a loss attributable to equity holders of 9.055 million HKD, compared to a profit of 35.427 million HKD in the same period last year [1] - The basic loss per share was 0.61 HKD [1] Financial Performance - Revenue for the period was 48.693 million HKD, showing a slight decline of 0.28% year-on-year [1] - The company experienced a significant shift from profit to loss, primarily due to the absence of a one-time gain of 47.4 million HKD from debt restructuring that occurred in the six months ending June 30, 2024 [1] - There were no similar one-time gains reported for the six months ending June 30, 2025 [1]

百信国际(00574)发布截至2025年6月30日止6个月的中期业绩，该集团取得收益4869.3万元，同比减少 0.28%;公司股权持有人应占亏损905.5万元，去年同期则取得溢利3542.7万港元;每股基本亏损0.61元。 公告称，期内由利转亏乃主要由于本公司于截至2024年6月30日止6个月债务重组产生一次性收益4740万 元所致，而截至2025年6月30日止六个月内并无此类收益。 ...

期内由利转亏乃主要由于公司于截至2024年6月30日止6个月债务重组产生一次性收益人民币47.4百万元 所致，而截至2025年6月30日止6个月内并无此类收益。 格隆汇8月11日丨百信国际(00574.HK)公告，截至2025年6月30日止6个月，集团录得总收益人民币4870 万元，同比略微减少约0.28%。集团于截至2025年6月30日止6个月的亏损为约人民币910万元，而于截 至2024年6月30日止6个月的溢利则为人民币3550万元。每股亏损0.61元。 ...

[Company Information](index=3&type=section&id=Company%20Information) Details the company's governance structure, including board and committee members, and essential operational information [Board of Directors and Committee Composition](index=3&type=section&id=Board%20of%20Directors%20and%20Committee%20Composition) Discloses the composition of the board, authorized representatives, company secretary, and various committees, including changes in leadership - Executive Directors include Mr. Yuan Hongbing (Chairman) and Mr. Ma Qinghai; Independent Non-Executive Directors include Ms. Li Yan (Chairperson of Audit and Remuneration Committees), Professor Lou Zhenye, and Mr. Wang Dongyuan (Chairman of Nomination Committee)[5](index=5&type=chunk) - Mr. Xu Qilin retired as an Independent Non-Executive Director on June 26, 2025, with adjustments to committee roles for Mr. Wang Dongyuan and Professor Lou Zhenye[5](index=5&type=chunk) [Company Basic Information](index=4&type=section&id=Company%20Basic%20Information) Provides essential operational details including head office, main China operations, auditor, stock code, website, and principal bankers - The auditor changed from Zhongzheng Tianheng Certified Public Accountants Co., Ltd. to Furuimaze Certified Public Accountants Co., Ltd. on December 9, 2024[6](index=6&type=chunk) - The company's stock code is **00574**, and its official website is www.pashun.com.cn[6](index=6&type=chunk) [Condensed Consolidated Statement of Profit or Loss](index=5&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) Presents the company's financial performance, highlighting revenue, cost of sales, gross profit, and profit or loss for the period [Performance Overview for the Period](index=5&type=section&id=Performance%20Overview%20for%20the%20Period) The company shifted from profit to loss for the six months ended June 30, 2025, due to reduced debt restructuring gains, slight revenue decline, and significant gross profit reduction Condensed Consolidated Statement of Profit or Loss Key Data (Six Months Ended June 30) | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | Change | | :--- | :--- | :--- | :--- | | Revenue | 48,693 | 48,830 | -0.28% | | Cost of Sales | (42,481) | (39,303) | +8.09% | | Gross Profit | 6,212 | 9,527 | -34.79% | | Gain on Debt Restructuring of the Company | – | 47,356 | -100% | | Other Income | 692 | 734 | -5.72% | | Net Other Losses | (1,623) | (6,362) | -74.49% | | Selling and Distribution Expenses | (2,375) | (3,408) | -30.31% | | General and Administrative Expenses | (5,707) | (7,281) | -21.61% | | Finance Costs | (6,253) | (5,075) | +23.21% | | Profit/(Loss) Before Tax | (9,054) | 35,491 | Shift from profit to loss | | Income Tax Expense | (1) | (64) | -98.44% | | Profit/(Loss) for the Period Attributable to Equity Holders of the Company | (9,055) | 35,427 | Shift from profit to loss | - The company shifted from profit to loss for the period, primarily due to a one-off debt restructuring gain of **RMB 47,356 thousand** in the corresponding period of 2024, which was absent in 2025[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) Outlines the company's total comprehensive income or expense, including profit or loss and other comprehensive income items [Comprehensive Income and Earnings/Loss Per Share](index=6&type=section&id=Comprehensive%20Income%20and%20Earnings%2FLoss%20Per%20Share) For the six months ended June 30, 2025, the company recorded a total comprehensive expense, driven by period loss and negative exchange differences, resulting in a basic loss per share of **RMB (0.61)** Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data (Six Months Ended June 30) | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Profit/(Loss) for the Period | (9,055) | 35,427 | | Exchange Differences Arising from Translation of Financial Statements of Foreign Operations | (3,377) | 3,158 | | Total Comprehensive Income/(Expense) for the Period Attributable to Equity Holders of the Company | (12,432) | 38,585 | Earnings/(Loss) Per Share (Six Months Ended June 30) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Basic | (0.61) | 2.4 | | Diluted | Not applicable | Not applicable | - Total comprehensive income for the period shifted from a gain of **RMB 38,585 thousand** in 2024 to an expense of **RMB (12,432) thousand** in 2025[10](index=10&type=chunk) [Condensed Consolidated Statement of Financial Position](index=7&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) Presents the company's financial position, detailing assets, liabilities, and equity at the end of the reporting period [Assets and Liabilities Position](index=7&type=section&id=Assets%20and%20Liabilities%20Position) As of June 30, 2025, net current liabilities significantly increased, reducing total assets less current liabilities and expanding net liabilities, reflecting increased liquidity pressure Condensed Consolidated Statement of Financial Position Key Data (As of June 30) | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | Change | | :--- | :--- | :--- | :--- | | Non-current Assets | 74,507 | 74,787 | -0.37% | | Current Assets | 87,455 | 104,859 | -16.69% | | Current Liabilities | 116,941 | 103,528 | +13.05% | | Net Current Assets/(Liabilities) | (29,486) | 1,331 | Shift from surplus to deficit | | Total Assets Less Current Liabilities | 45,021 | 76,118 | -40.85% | | Non-current Liabilities | 193,489 | 212,154 | -8.79% | | Net Liabilities | (148,468) | (136,036) | +9.14% | | Share Capital | 1,216 | 1,216 | 0% | | Reserves | (149,684) | (137,252) | +8.33% | | Deficiency Attributable to Equity Holders of the Company | (148,468) | (136,036) | +9.14% | - Net current assets shifted from a surplus of **RMB 1,331 thousand** as of December 31, 2024, to net current liabilities of **RMB (29,486) thousand** as of June 30, 2025[13](index=13&type=chunk) - Cash and cash equivalents decreased from **RMB 15,972 thousand** as of December 31, 2024, to **RMB 3,562 thousand** as of June 30, 2025[13](index=13&type=chunk) [Condensed Consolidated Statement of Changes in Equity](index=9&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) Details changes in the company's equity attributable to owners, including profit or loss, other comprehensive income, and transactions with owners [Shareholders' Equity Changes](index=9&type=section&id=Shareholders'%20Equity%20Changes) For the six months ended June 30, 2025, the deficiency attributable to equity holders expanded due to the period's loss and negative exchange reserve impact Condensed Consolidated Statement of Changes in Equity Key Data (Six Months Ended June 30) | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Share Capital | 1,216 | 1,216 | | Share Premium | 691,882 | 691,882 | | Statutory Reserve | 33,143 | 33,143 | | China Reserve | 11,456 | 11,456 | | Exchange Reserve | (26,527) | (23,150) | | Other Reserves | (28,150) | (28,150) | | Accumulated Losses | (831,488) | (822,433) | | Total Deficiency Attributable to Equity Holders of the Company | (148,468) | (136,036) | - The deficiency attributable to equity holders of the Company increased from **RMB (136,036) thousand** as of December 31, 2024, to **RMB (148,468) thousand** as of June 30, 2025[15](index=15&type=chunk) - A loss of **RMB 9,055 thousand** for the period and a decrease of **RMB 3,377 thousand** in exchange reserves were key factors contributing to the expanded deficiency[15](index=15&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) Summarizes the cash inflows and outflows from operating, investing, and financing activities for the reporting period [Cash Flow Analysis](index=10&type=section&id=Cash%20Flow%20Analysis) For the six months ended June 30, 2025, net cash used in operating activities decreased, but increased financing outflow led to a larger net decrease in cash and cash equivalents Condensed Consolidated Statement of Cash Flows Key Data (Six Months Ended June 30) | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | Change | | :--- | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (7,382) | (14,548) | Improved 49.26% | | Net Cash Used in Investing Activities | (528) | (20) | Deteriorated 2540% | | Net Cash (Used in)/From Financing Activities | (4,500) | 2,691 | Shift from inflow to outflow | | Net Decrease in Cash and Cash Equivalents | (12,410) | (11,877) | Deteriorated 4.49% | | Cash and Cash Equivalents at End of Period | 3,562 | 4,634 | -23.13% | - Financing activities shifted from a net cash inflow of **RMB 2,691 thousand** in 2024 to a net cash outflow of **RMB 4,500 thousand** in 2025, primarily due to repayment of other borrowings[16](index=16&type=chunk) - Cash and cash equivalents at the end of the period decreased from **RMB 4,634 thousand** in 2024 to **RMB 3,562 thousand** in 2025[16](index=16&type=chunk) [Notes to the Condensed Consolidated Interim Financial Statements](index=11&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Interim%20Financial%20Statements) Provides detailed explanations and disclosures supporting the interim financial statements, covering accounting policies, segment information, and financial instrument details [1. Basis of Preparation of Financial Statements](index=11&type=section&id=1.%20Basis%20of%20Preparation%20of%20Financial%20Statements) The condensed consolidated financial statements are prepared in accordance with HKFRSs and HK GAAP, using the historical cost convention and presented in RMB - The financial statements are prepared in accordance with Hong Kong Financial Reporting Standards (HKFRSs), including all HKFRSs, Hong Kong Accounting Standards, and Interpretations, and Hong Kong Generally Accepted Accounting Principles[17](index=17&type=chunk) - The condensed consolidated financial statements are prepared on a historical cost basis and presented in RMB, with all values rounded to the nearest thousand[17](index=17&type=chunk) [2. Application of New and Revised Hong Kong Financial Reporting Standards](index=12&type=section&id=2.%20Application%20of%20New%20and%20Revised%20Hong%20Kong%20Financial%20Reporting%20Standards) The application of revised HKFRSs effective in this interim period had no significant impact, and no new or revised standards were early adopted - The application of revised HKFRSs during this interim period had no significant impact on the Group's condensed consolidated financial statements[19](index=19&type=chunk) - The Group has not applied any new or revised HKFRSs that have been issued but are not yet effective, and directors anticipate no significant impact in the foreseeable future[20](index=20&type=chunk)[21](index=21&type=chunk) [3. Revenue and Segment Reporting](index=13&type=section&id=3.%20Revenue%20and%20Segment%20Reporting) The Group's primary business is pharmaceutical distribution and manufacturing in China, with distribution revenue growing and manufacturing revenue declining, resulting in a slight overall revenue decrease - The Group's principal activities are pharmaceutical distribution and manufacturing of pharmaceutical products in China[22](index=22&type=chunk) - All of the Group's revenue and operating profit, and substantially all of its assets, are derived from or located in China, thus no geographical segment analysis is presented[25](index=25&type=chunk) [3(a) Revenue](index=13&type=section&id=3(a)%20Revenue) Details the Group's revenue composition, showing significant growth in pharmaceutical distribution revenue and a decline in manufacturing revenue Revenue Composition (Six Months Ended June 30) | Revenue Category | 2025 (RMB thousand) | 2024 (RMB thousand) | Change | | :--- | :--- | :--- | :--- | | Pharmaceutical Distribution | 43,013 | 33,267 | +29.31% | | Pharmaceutical Manufacturing | 5,680 | 15,563 | -63.51% | | **Total Revenue** | **48,693** | **48,830** | **-0.28%** | - Pharmaceutical distribution revenue significantly increased by **29.31%**, while pharmaceutical manufacturing revenue substantially decreased by **63.51%**[23](index=23&type=chunk) [3(b) Segment Reporting](index=14&type=section&id=3(b)%20Segment%20Reporting) The Group manages its business by operating scope and distribution channels, reporting two reportable segments: pharmaceutical distribution and pharmaceutical manufacturing - The Group manages its business by operating scope and distribution channels, reporting two reportable segments: pharmaceutical distribution and pharmaceutical manufacturing[24](index=24&type=chunk) - Pharmaceutical distribution revenue primarily derives from selling pharmaceutical products to wholesalers, franchised retail chain pharmacies, hospitals, and rural medical institutions[24](index=24&type=chunk) - Pharmaceutical manufacturing revenue primarily derives from selling pharmaceutical products manufactured by the Group[25](index=25&type=chunk) [3(b)(i) Segment Revenue and Results](index=15&type=section&id=3(b)(i)%20Segment%20Revenue%20and%20Results) This section presents the revenue and profit for the pharmaceutical distribution and manufacturing segments, highlighting changes in external customer revenue Segment Revenue and Profit (Six Months Ended June 30) | Segment | 2025 Revenue (RMB thousand) | 2025 Profit (RMB thousand) | 2024 Revenue (RMB thousand) | 2024 Profit (RMB thousand) | | :--- | :--- | :--- | :--- | :--- | | Pharmaceutical Distribution | 43,013 | 3,532 | 33,267 | 3,684 | | Pharmaceutical Manufacturing | 5,680 | 2,680 | 15,563 | 5,843 | | **Total** | **48,693** | **6,212** | **48,830** | **9,527** | - In the first half of 2025, pharmaceutical distribution external customer revenue grew by **29.31%**, while pharmaceutical manufacturing external customer revenue decreased by **63.51%**[27](index=27&type=chunk) [3(b)(ii) Reconciliation of Reportable Segment Revenue and Profit or Loss](index=16&type=section&id=3(b)(ii)%20Reconciliation%20of%20Reportable%20Segment%20Revenue%20and%20Profit%20or%20Loss) This section reconciles reportable segment revenue and profit to the consolidated figures, highlighting the impact of non-recurring items Reconciliation of Segment Revenue and Profit or Loss (Six Months Ended June 30) | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Reportable Segment Revenue | 48,693 | 48,830 | | Consolidated Revenue | 48,693 | 48,830 | | Reportable Segment Profit | 6,212 | 9,527 | | Gross Profit from External Customers | 6,212 | 9,527 | | Gain on Debt Restructuring of the Company | – | 47,356 | | Consolidated Profit/(Loss) Before Tax | (9,054) | 35,491 | - Consolidated loss before tax for the first half of 2025 was **RMB (9,054) thousand**, compared to a profit of **RMB 35,491 thousand** in 2024, mainly due to a **RMB 47,356 thousand** debt restructuring gain in 2024[29](index=29&type=chunk) [4. Other Income and Net Other Gains/(Losses)](index=17&type=section&id=4.%20Other%20Income%20and%20Net%20Other%20Gains%2F(Losses)) For the six months ended June 30, 2025, other income slightly decreased, while net other losses significantly reduced, mainly due to a reversal of impairment loss on trade receivables - Net other losses improved from **RMB (6,362) thousand** in the corresponding period of 2024 to **RMB (1,623) thousand** in the first half of 2025[31](index=31&type=chunk) - In the first half of 2025, a reversal of impairment loss on trade receivables of **RMB 3,712 thousand** effectively offset some impairment losses[31](index=31&type=chunk) [4(a) Other Income](index=17&type=section&id=4(a)%20Other%20Income) This section details the components of other income, showing a slight decrease in total other income for the period Other Income Composition (Six Months Ended June 30) | Category | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Bank Interest Income | 4 | 7 | | Deferred Income - Government Grants | 256 | 256 | | Short-term Lease Rental Income | 432 | 444 | | Others | – | 27 | | **Total** | **692** | **734** | - Total other income slightly decreased from **RMB 734 thousand** in the corresponding period of 2024 to **RMB 692 thousand** in the first half of 2025[30](index=30&type=chunk) [4(b) Net Other Losses](index=17&type=section&id=4(b)%20Net%20Other%20Losses) This section outlines the components of net other losses, which significantly decreased due to a reversal of impairment loss on trade receivables Net Other Losses Composition (Six Months Ended June 30) | Category | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Impairment Loss: Trade Receivables | (2,734) | (2,021) | | Impairment Loss: Other Receivables | (1,430) | – | | Impairment Loss: Prepayments and Deposits Paid | (1,223) | (4,342) | | Reversal of Impairment Loss: Trade Receivables | 3,712 | – | | Reversal of Impairment Loss: Other Receivables | – | 53 | | Others | 52 | (52) | | **Total** | **(1,623)** | **(6,362)** | - Net other losses significantly decreased by **74.49%**, primarily due to a reversal of impairment loss on trade receivables of **RMB 3,712 thousand**[31](index=31&type=chunk) [5. Finance Costs](index=18&type=section&id=5.%20Finance%20Costs) For the six months ended June 30, 2025, finance costs significantly increased, mainly due to imputed interest on repayment obligations under the debt repayment arrangement scheme Finance Costs Composition (Six Months Ended June 30) | Category | 2025 (RMB thousand) | 2024 (RMB thousand) | Change | | :--- | :--- | :--- | :--- | | Interest on Bank and Other Borrowings | 619 | 2,115 | -70.73% | | Interest on Corporate Bonds Payable | – | 519 | -100% | | Interest on Repayment Obligations under Scheme of Arrangement | 5,634 | 2,441 | +130.89% | | **Total** | **6,253** | **5,075** | **+23.21%** | - Finance costs increased by **23.21%**, primarily driven by a **130.89%** surge in interest on repayment obligations under the debt repayment arrangement scheme[32](index=32&type=chunk) [6. Profit/(Loss) Before Tax](index=19&type=section&id=6.%20Profit%2F(Loss)%20Before%20Tax) For the six months ended June 30, 2025, the company shifted from a profit to a loss before tax, mainly due to increased cost of inventories sold, slightly lower staff costs, and reduced depreciation Profit/(Loss) Before Tax Components (Six Months Ended June 30) | Category | 2025 (RMB thousand) | 2024 (RMB thousand) | Change | | :--- | :--- | :--- | :--- | | Cost of Inventories Sold | 42,481 | 39,303 | +8.09% | | Total Staff Costs | 3,143 | 3,420 | -8.09% | | Depreciation of Property, Plant and Equipment | 782 | 1,271 | -38.47% | | Depreciation of Right-of-Use Assets | 26 | 29 | -10.34% | | Auditor's Remuneration | – | 111 | -100% | - Total staff costs decreased by **8.09%**, primarily due to lower salaries, wages, other benefits, and contributions to defined contribution retirement plans[33](index=33&type=chunk) - Depreciation of property, plant and equipment decreased by **38.47%**, and depreciation of right-of-use assets decreased by **10.34%**[33](index=33&type=chunk) [7. Income Tax Expense](index=20&type=section&id=7.%20Income%20Tax%20Expense) For the six months ended June 30, 2025, income tax expense was minimal due to no assessable profit for China corporate income tax and no tax payable in Cayman Islands, BVI, or Hong Kong Income Tax Expense (Six Months Ended June 30) | Category | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Current Tax - China Corporate Income Tax | – | – | | Deferred Tax | – | 64 | | **Total** | **1** | **64** | - The Group's PRC subsidiaries are subject to China Corporate Income Tax at a statutory rate of **25%**, but no provision was made due to no assessable profit for the period[34](index=34&type=chunk) - The Group is not subject to any income tax in the Cayman Islands, British Virgin Islands, and Hong Kong[34](index=34&type=chunk) [8. Dividends](index=21&type=section&id=8.%20Dividends) The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025, consistent with the prior year - The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025[35](index=35&type=chunk) [9. Earnings/(Loss) Per Share](index=21&type=section&id=9.%20Earnings%2F(Loss)%20Per%20Share) For the six months ended June 30, 2025, the company reported a basic loss per share of **RMB (0.61)**, compared to a basic profit per share of **RMB 2.4** in the prior year, with no diluted effect - Basic loss per share for the first half of 2025 was **RMB (0.61)**, compared to a basic profit per share of **RMB 2.4** in the corresponding period of 2024[36](index=36&type=chunk) - Diluted earnings per share were not presented for both periods as the exercise price of share options was higher than the average market price of shares, thus having no dilutive effect[37](index=37&type=chunk) [9(a) Basic Earnings/(Loss) Per Share](index=21&type=section&id=9(a)%20Basic%20Earnings%2F(Loss)%20Per%20Share) This section details the calculation of basic earnings or loss per share, based on the period's profit or loss and weighted average number of shares - Basic loss per share for the six months ended June 30, 2025, was **RMB (0.61)**[36](index=36&type=chunk) - The calculation is based on a loss attributable to equity holders of the Company of **RMB 9,054 thousand** and a weighted average of **1,474,993 thousand** ordinary shares outstanding[36](index=36&type=chunk) [9(b) Diluted Earnings/(Loss) Per Share](index=21&type=section&id=9(b)%20Diluted%20Earnings%2F(Loss)%20Per%20Share) This section explains why diluted earnings or loss per share were not presented, primarily due to the non-dilutive nature of outstanding share options - The calculation of diluted earnings/(loss) per share did not assume the exercise of the Company's outstanding share options because their exercise price was higher than the average market price of the shares during both periods presented[37](index=37&type=chunk) - Diluted earnings per share were not presented for the six months ended June 30, 2025, and 2024, as there were no outstanding potential ordinary shares[37](index=37&type=chunk) [10. Property, Plant and Equipment](index=21&type=section&id=10.%20Property%2C%20Plant%20and%20Equipment) For the six months ended June 30, 2025, depreciation expense for property, plant and equipment was **RMB 782 thousand**, a decrease from the prior year - For the six months ended June 30, 2025, depreciation of property, plant and equipment amounted to **RMB 782 thousand**[38](index=38&type=chunk) - Depreciation expense decreased by **38.47%** from **RMB 1,271 thousand** in the corresponding period of 2024[38](index=38&type=chunk) [11. Right-of-Use Assets](index=21&type=section&id=11.%20Right-of-Use%20Assets) During this interim period, the Group did not enter into any new lease agreements - During this interim period, the Group did not enter into any new lease agreements[39](index=39&type=chunk) [12. Trade and Other Receivables](index=22&type=section&id=12.%20Trade%20and%20Other%20Receivables) As of June 30, 2025, total trade and other receivables significantly increased, primarily due to a substantial rise in trade receivables aged 4 to 6 months Trade and Other Receivables (As of June 30) | Category | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Trade Receivables and Bills Receivable | 41,380 | 26,136 | | Bills Receivable from Banks | 3,041 | 1,633 | | Other Receivables | 1,326 | 1,860 | | **Total** | **45,747** | **29,629** | - Total trade and other receivables increased by **54.39%** compared to December 31, 2024[40](index=40&type=chunk) [12(a) Trade Receivables and Bills Receivable](index=22&type=section&id=12(a)%20Trade%20Receivables%20and%20Bills%20Receivable) This section provides an aging analysis of trade receivables and bills receivable, showing a significant increase in the 4 to 6 months aging category Aging Analysis of Trade Receivables and Bills Receivable (As of June 30) | Aging | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Within 1 month | 4,561 | 9,460 | | 1 to 3 months | 6,225 | 9,222 | | 4 to 6 months | 30,594 | 7,454 | | **Total** | **41,380** | **26,136** | - Trade receivables and bills receivable aged 4 to 6 months significantly increased from **RMB 7,454 thousand** as of December 31, 2024, to **RMB 30,594 thousand** as of June 30, 2025[40](index=40&type=chunk) - The Group grants an average credit period of **30 to 180 days** to its customers[40](index=40&type=chunk) [12(b) Bills Receivable from Banks](index=22&type=section&id=12(b)%20Bills%20Receivable%20from%20Banks) This section details the increase in bills receivable from banks, noting that all bills are aged within 180 days - Bills receivable from banks increased from **RMB 1,633 thousand** as of December 31, 2024, to **RMB 3,041 thousand** as of June 30, 2025[40](index=40&type=chunk) - All bills receivable from banks are aged within **180 days**[41](index=41&type=chunk) [13. Trade and Other Payables](index=23&type=section&id=13.%20Trade%20and%20Other%20Payables) As of June 30, 2025, total trade and other payables slightly decreased, with all amounts reclassified as current liabilities, indicating no non-current portion Trade and Other Payables (As of June 30) | Category | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Trade Payables | 27,916 | 31,633 | | Contract Liabilities | 14,126 | 14,522 | | Accrued Interest on Other Borrowings | 3,156 | 3,455 | | Other Accrued Expenses | 2,417 | 3,414 | | Staff-related Costs Payable | 9,908 | 9,827 | | Other Payables | 24,979 | 20,189 | | **Total** | **82,502** | **83,040** | - As of June 30, 2025, all trade and other payables are classified as current liabilities, with the non-current portion being zero (compared to **RMB 3,296 thousand** as of December 31, 2024)[42](index=42&type=chunk) - Trade payables aged over **3 months** constitute the largest portion, amounting to **RMB 25,171 thousand**[42](index=42&type=chunk) [14. Scheme of Arrangement Liabilities](index=24&type=section&id=14.%20Scheme%20of%20Arrangement%20Liabilities) The debt repayment arrangement scheme, effective March 12, 2024, aims to restructure company debt through initial and annual cash payments, with potential new share issuance for remaining claims; initial and 2024 annual payments have been made - The Scheme of Arrangement became effective on March 12, 2024, aiming to restructure the Company's overall indebtedness[44](index=44&type=chunk) - The scheme includes an initial cash payment (1% of admitted claims) and annual cash payments from 2024 to 2028 (the higher of **HK$5 million/HK$10 million** or a percentage of audited consolidated net profit for the relevant financial year)[44](index=44&type=chunk) - If cash payments are insufficient to settle all claims, the Company is required to allot and issue new shares to the scheme creditors[45](index=45&type=chunk) [15. Share Capital](index=25&type=section&id=15.%20Share%20Capital) As of June 30, 2025, the company's authorized and issued and fully paid share capital remained unchanged Share Capital Composition (As of June 30) | Category | Number of Shares (thousand shares) | Par Value of Shares (HKD thousand) | Carrying Amount (RMB thousand) | | :--- | :--- | :--- | :--- | | Authorized Share Capital | 5,000,000 | 5,000 | - | | Issued and Fully Paid | 1,474,993 | 1,475 | 1,216 | - As of June 30, 2025, the total number of issued and fully paid shares was **1,474,993 thousand**, with a carrying amount of **RMB 1,216 thousand**, consistent with December 31, 2024[46](index=46&type=chunk) [16. Contingent Liabilities](index=25&type=section&id=16.%20Contingent%20Liabilities) As of June 30, 2025, the Group faces a local Chinese court lawsuit for a construction design contract balance, but management deems the plaintiff's success highly unlikely - The Group received notice from a local Chinese court regarding a lawsuit filed by a Chinese third party against its subsidiary, Chengdu Yiming Investment Management Co., Ltd., and its controlling shareholder, claiming approximately **RMB 4,656 thousand** for a construction design contract balance[47](index=47&type=chunk) - After considering independent legal advice, the Group's management believes the plaintiff's chances of success are remote[47](index=47&type=chunk) [Management Discussion and Analysis](index=26&type=section&id=Management%20Discussion%20and%20Analysis) Provides management's perspective on the Group's financial performance, operational results, and future outlook for the reporting period [Business Review](index=26&type=section&id=Business%20Review) For the six months ended June 30, 2025, the Group continued to focus on its pharmaceutical distribution and manufacturing businesses in China - The Group remains committed to its pharmaceutical distribution and manufacturing businesses in China[48](index=48&type=chunk) [Revenue](index=26&type=section&id=Revenue) For the six months ended June 30, 2025, the Group recorded total revenue of **RMB 48.7 million**, a slight decrease of approximately **0.28%** from the prior year - The Group's total revenue was **RMB 48.7 million**, a slight decrease of approximately **0.28%** from **RMB 48.8 million** in the corresponding period last year[49](index=49&type=chunk) [Cost of Sales, Gross Profit and Gross Margin](index=26&type=section&id=Cost%20of%20Sales%2C%20Gross%20Profit%20and%20Gross%20Margin) For the six months ended June 30, 2025, increased cost of sales led to a significant decline in gross profit and gross margin, primarily due to rising costs and intensified competition - Cost of sales increased by approximately **8.09%** to **RMB 42.5 million**[50](index=50&type=chunk) - Gross profit decreased by approximately **34.8%** to **RMB 6.2 million**, with gross margin falling from **19.5%** to **12.8%**[50](index=50&type=chunk) - The decline in gross profit and gross margin was mainly due to rising costs and intense competition in the pharmacy distribution industry[50](index=50&type=chunk) [Other Income and Net Other Losses](index=26&type=section&id=Other%20Income%20and%20Net%20Other%20Losses) For the six months ended June 30, 2025, net other losses significantly decreased, primarily due to improvements in impairment losses on trade receivables and prepayments - Net other losses were **RMB 1.6 million**, a significant reduction from **RMB 6.4 million** in the corresponding period of 2024[51](index=51&type=chunk) - This primarily includes impairment losses on trade and other receivables, and prepayments and deposits paid[51](index=51&type=chunk) [Selling and Distribution Expenses](index=27&type=section&id=Selling%20and%20Distribution%20Expenses) For the six months ended June 30, 2025, selling and distribution expenses decreased by approximately **30.3%**, attributed to strict cost control policies and reduced sales and promotional activities - Selling and distribution expenses decreased by approximately **30.3%** to **RMB 2.4 million**[52](index=52&type=chunk) - The reduction is due to the Group's strict cost control policies and fewer sales and promotional activities during the review period[52](index=52&type=chunk) [General and Administrative Expenses](index=27&type=section&id=General%20and%20Administrative%20Expenses) For the six months ended June 30, 2025, general and administrative expenses decreased by approximately **21.6%**, mainly due to the absence of legal and professional fees from prior period's trading resumption and debt restructuring - General and administrative expenses decreased by approximately **21.6%** to **RMB 5.7 million**[53](index=53&type=chunk) - The decrease is primarily due to the absence of legal and professional fees incurred in the corresponding period of 2024 for handling the application for resumption of trading and debt restructuring[53](index=53&type=chunk) [Finance Costs](index=27&type=section&id=Finance%20Costs) For the six months ended June 30, 2025, finance costs increased by approximately **23.2%**, primarily due to imputed interest on repayment obligations under the debt repayment arrangement scheme - Finance costs increased by approximately **23.2%** to **RMB 6.3 million**[54](index=54&type=chunk) - The increase in finance costs is mainly attributable to imputed interest arising from repayment obligations under the Scheme of Arrangement for the six months ended June 30, 2025[54](index=54&type=chunk) [Profit/(Loss) for the Period](index=27&type=section&id=Profit%2F(Loss)%20for%20the%20Period) For the six months ended June 30, 2025, the Group shifted from a profit to a loss, primarily due to the absence of a one-off debt restructuring gain from the prior period - The Group's loss for the six months ended June 30, 2025, was approximately **RMB 9.1 million**[55](index=55&type=chunk) - This compares to a profit of **RMB 35.5 million** in the corresponding period last year, marking a shift from profit to loss[55](index=55&type=chunk) - Primarily due to a one-off gain of **RMB 47.4 million** from debt restructuring in the corresponding period of 2024, which was absent in the current period[55](index=55&type=chunk) [Future Prospects](index=27&type=section&id=Future%20Prospects) As China's economy recovers, the company anticipates increased market demand and competition, focusing on enhancing production and distribution capabilities to capitalize on opportunities - Market demand is expected to rebound, but the number of competitors in the market will also increase[56](index=56&type=chunk) - Management will focus on enhancing its production and distribution capabilities to seize business opportunities arising from market recovery[56](index=56&type=chunk) [Liquidity, Financial and Capital Resources](index=28&type=section&id=Liquidity%2C%20Financial%20and%20Capital%20Resources) As of June 30, 2025, the Group saw a significant decrease in cash and cash equivalents, increased net current liabilities, and a lower current ratio, indicating heightened liquidity pressure; 100,000,000 share options also expired - Total cash and cash equivalents were **RMB 3.6 million**, a significant decrease from **RMB 16.0 million** as of December 31, 2024[57](index=57&type=chunk) - Net current liabilities of **RMB 29.5 million** were recorded, and the current ratio decreased from **1.01** as of December 31, 2024, to **0.75**[57](index=57&type=chunk) - **100,000,000** share options expired and lapsed on May 25, 2025, with no outstanding share options as of June 30, 2025[58](index=58&type=chunk) [Contingent Liabilities](index=28&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no other significant contingent liabilities beyond those disclosed in Note 16 to the condensed consolidated interim financial statements - As of June 30, 2025, the Group had no other material contingent liabilities apart from those disclosed in Note 16 to the condensed consolidated interim financial statements[59](index=59&type=chunk) [Exchange Rate Risk](index=28&type=section&id=Exchange%20Rate%20Risk) The Group faces no significant exchange rate risk as most assets, transactions, and domestic operational expenditures are denominated and paid in RMB - Most of the Group's assets and transactions are denominated in RMB, and its domestic operational expenditures are primarily paid from RMB-denominated operating income[60](index=60&type=chunk) - Consequently, the Group does not face any significant foreign exchange risk[60](index=60&type=chunk) [Other Information](index=29&type=section&id=Other%20Information) Presents additional disclosures including material investments, human resources, dividends, corporate governance, and shareholding information [Material Investments, Acquisitions and Disposals](index=29&type=section&id=Material%20Investments%2C%20Acquisitions%20and%20Disposals) For the six months ended June 30, 2025, the Group did not undertake any material investments, acquisitions, or disposals requiring disclosure under the Listing Rules - For the six months ended June 30, 2025, the Group did not undertake any material investments, acquisitions, or disposals requiring disclosure under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[61](index=61&type=chunk) [Human Resources](index=29&type=section&id=Human%20Resources) As of June 30, 2025, the Group's headcount slightly increased, while total staff costs decreased; the company prioritizes attracting, developing, and retaining talent through competitive compensation and training - As of June 30, 2025, the Group employed **106** staff members (December 31, 2024: **97**)[62](index=62&type=chunk) - For the six months ended June 30, 2025, total staff costs were **RMB 3.1 million** (corresponding period of 2024: **RMB 3.4 million**)[62](index=62&type=chunk) - The Group is committed to attracting, developing, and retaining talented employees by offering continuous advancement opportunities, a positive work environment, competitive remuneration, and incentives[62](index=62&type=chunk) [Dividends](index=30&type=section&id=Dividends) The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025, consistent with the prior year - The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025 (six months ended June 30, 2024: nil)[63](index=63&type=chunk) [Corporate Governance](index=30&type=section&id=Corporate%20Governance) The company is committed to high corporate governance standards and complies with the Corporate Governance Code, but no new directors' and officers' liability insurance arrangements were made after the prior policy expired - The Company has adopted and complied with the Corporate Governance Code as set out in Appendix C1 Part 2 of the Listing Rules[64](index=64&type=chunk) - Following the expiry of the previous directors' and officers' liability insurance on December 6, 2024, the Company has not made any new insurance arrangements for potential legal actions against its directors[64](index=64&type=chunk) - The Company will continue to review and enhance its corporate governance practices to ensure compliance with the Corporate Governance Code[65](index=65&type=chunk) [Audit Committee](index=30&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors, reviews financial and accounting policies, oversees internal controls and risk management, and has reviewed the interim financial statements - The Audit Committee comprises three Independent Non-Executive Directors: Ms. Li Yan (Chairperson), Professor Lou Zhenye, and Mr. Wang Dongyuan[66](index=66&type=chunk) - Its primary responsibilities include assisting the Board in independently reviewing and overseeing the Group's financial and accounting policies, and supervising financial controls, internal controls, and risk management systems[66](index=66&type=chunk) - The Audit Committee has reviewed the accounting principles and practices adopted by the Group with the Company's management and has reviewed the condensed consolidated interim financial statements for the six months ended June 30, 2025[66](index=66&type=chunk) [Compliance with the Model Code for Securities Transactions by Directors of Listed Issuers](index=31&type=section&id=Compliance%20with%20the%20Model%20Code%20for%20Securities%20Transactions%20by%20Directors%20of%20Listed%20Issuers) All directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers for the six months ended June 30, 2025 - All Directors have confirmed their compliance with the relevant provisions of the Model Code for the six months ended June 30, 2025[67](index=67&type=chunk) [Share Option Scheme](index=31&type=section&id=Share%20Option%20Scheme) The company's 2015 Share Option Scheme expired on May 25, 2025; no options were granted, exercised, or cancelled during the reporting period, and no options were outstanding at period-end - The Share Option Scheme, effective for ten years from May 26, 2015, expired and lapsed on May 25, 2025[68](index=68&type=chunk) - For the six months ended June 30, 2025, **100,000,000** share options lapsed, and no share options were granted, exercised, or cancelled under the Share Option Scheme[69](index=69&type=chunk)[73](index=73&type=chunk) - As of June 30, 2025, no share options granted under the Share Option Scheme were available for issuing securities[69](index=69&type=chunk) [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company or Any Associated Corporation](index=34&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20and%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%20and%20Debentures%20of%20the%20Company%20or%20Any%20Associated%20Corporation) As of June 30, 2025, no directors or chief executives held any disclosable interests or short positions in the shares, underlying shares, or debentures of the company or its associated corporations - As of June 30, 2025, no Directors or chief executives of the Company had any disclosable interests or short positions in the shares, underlying shares, or debentures of the Company or its associated corporations[77](index=77&type=chunk) [Directors' Rights to Acquire Shares or Debentures](index=34&type=section&id=Directors'%20Rights%20to%20Acquire%20Shares%20or%20Debentures) During the review period, no rights were granted or exercised by any director, their spouse, or minor children to acquire shares or debentures of the company - During the review period, no rights were granted to any Director or their respective spouse or minor children to acquire benefits by purchasing shares or debentures of the Company, nor were any such rights exercised[78](index=78&type=chunk) [Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares of the Company](index=35&type=section&id=Substantial%20Shareholders'%20and%20Other%20Persons'%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares%20of%20the%20Company) As of June 30, 2025, Gabo Limited and its controlled entity interest holder, Mr. Chen Yanfei, were substantial shareholders, holding **51.05%** and **51.97%** of the issued share capital, respectively; other parties also held interests in pledged shares Substantial Shareholders' Long Positions in Shares (As of June 30, 2025) | Name of Shareholder | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Gabo Limited | Beneficial Owner | 753,040,000 | 51.05% | | Mr. Chen Yanfei | Interest in Controlled Corporation | 753,040,000 | 51.05% | | | Beneficial Owner | 13,560,000 | 0.92% | | | **Total** | **766,600,000** | **51.97%** | Other Persons' Long Positions in Shares (As of June 30, 2025) | Name of Shareholder | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Win Win Stable No. 3 Fund SP | Person having a security interest in shares | 753,040,000 | 51.05% | | Zhongtai Innovation Capital Management Limited | Investment Manager | 753,040,000 | 51.05% | | Mr. Ma Demin | Agent | 753,040,000 | 51.05% | | Mr. Li Yinglin | Agent | 753,040,000 | 51.05% | - **753,040,000** shares (approximately **51.05%** of the issued share capital) were pledged by Gabo Limited to Win Win Stable No. 3 Fund SP, with Mr. Ma Demin and Mr. Li Yinglin acting as joint and several receivers and managers[80](index=80&type=chunk) [Purchase, Sale or Redemption of Listed Securities](index=37&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%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[81](index=81&type=chunk) [Changes in Directors' Information](index=37&type=section&id=Changes%20in%20Directors'%20Information) Independent Non-Executive Director Mr. Xu Qilin retired on June 26, 2025, and committee roles for Mr. Wang Dongyuan and Professor Lou Zhenye were adjusted - Independent Non-Executive Director Mr. Xu Qilin retired on June 26, 2025[82](index=82&type=chunk) - Mr. Wang Dongyuan was appointed Chairman of the Nomination Committee and a member of the Audit and Remuneration Committees; Professor Lou Zhenye was appointed a member of the Nomination and Corporate Governance Committees[82](index=82&type=chunk) - Independent Non-Executive Director Mr. Wang Dongyuan resigned as an independent non-executive director of Honglong China Real Estate Group Co., Ltd. effective June 27, 2025[82](index=82&type=chunk) [Company's Registered Office](index=37&type=section&id=Company's%20Registered%20Office) The company's registered office service provider in the Cayman Islands terminated services on July 22, 2025, and the Board is seeking a new provider - The Company's registered office service provider in the Cayman Islands terminated its services to the Company on July 22, 2025[83](index=83&type=chunk) - The Board is currently seeking another service provider to provide registered office services to the Company as soon as possible[83](index=83&type=chunk) [Events After the Reporting Period](index=37&type=section&id=Events%20After%20the%20Reporting%20Period) The Board is unaware of any significant events occurring after June 30, 2025, up to the date of this interim report - The Board is not aware of any significant events occurring after June 30, 2025, and up to the date of this interim report[84](index=84&type=chunk)

Group 1 - The article provides an overview of the investment activities of Hong Kong-listed companies on August 11, 2025, including new stock activities, earnings announcements, shareholder meetings, and dividend distributions [1] Group 2 - New stock activities include companies such as ZhiNuo Pharmaceutical-B (currently in the IPO process) and Zhonghui Biotechnology-B (listing date) [1] - Earnings announcements are scheduled for companies like Baosheng International, Yuanyuan Group, and Kang Shifu Holdings among others [1] - Shareholder meetings will be held for companies including Huatai Textile, Shandong Gold, and Sichuan Chengyu Expressway [1] - Dividend distributions are noted for companies like Jianbei Miao Miao and Kangnait Optical, with specific ex-dividend and payment dates mentioned [1]

FF301 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 FF301 公司名稱: 百信國際控股有限公司 (於開曼群島註冊成立的有限公司) 呈交日期: 2025年8月4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) | 00574 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 5,000,000,000 | HKD | | 0.001 HKD | | | 5,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | | 本月底結存 | | | 5,000,000,000 | HKD | | 0.001 HKD ...

该期间净溢利转为净亏损主要是由于截至2024年6月30日止6个月确认了公司债务重组一次性收益约人民 币4740万元，而该期间并无该一次性收益。 格隆汇7月31日丨百信国际(00574.HK)公告，根据其对集团截至2025年6月30日止6个月("该期间")未经审 核综合管理账目初步评估及董事会现时可得资料，预期集团于该期间将录得净亏损不超过人民币1000万 元，而截至2024年6月30日止6个月的净溢利为人民币3500万元。 ...