智通财经APP讯，OSL集团(00863)发布2025年中期业绩，数字资产及区块链平台业务所得收入1.95亿港 元，同比增加57.88%;股东应占亏损4020万港元，同比扩大123.66%;每股基本亏损0.07港元。 ...

Group 1 - OSL Group (00863) reported a revenue of HKD 195 million from its digital asset and blockchain platform business, representing a year-on-year increase of 57.88% [1] - The company recorded a loss attributable to shareholders of HKD 40.2 million, which is an increase of 123.66% compared to the previous year [1] - The basic loss per share was HKD 0.07 [1]

[Financial Highlights](index=1&type=section&id=Financial%20Highlights) The group's revenue significantly increased, but loss from continuing operations also rose due to increased staff numbers for global expansion Core Financial Indicators (For the six months ended June 30, 2025) | Indicator | H1 2025 (HK$ Thousand) | H1 2024 (HK$ Thousand) | YoY Change | | :--- | :--- | :--- | :--- | | IFRS Revenue | 195,400 | 123,800 | +57.9% | | Adjusted Non-IFRS Revenue | 188,600 | 65,600 | +187.3% | | Loss from continuing operations | 20,300 | 9,600 | +111.5% | - Loss from continuing operations increased, primarily due to an increase in staff numbers to accelerate global expansion[4](index=4&type=chunk) [Unaudited Condensed Consolidated Financial Statements](index=2&type=section&id=Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides the group's unaudited financial statements, offering a comprehensive overview of its financial performance and position [Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2025, the group's revenue from continuing operations grew significantly, but increased staff costs and other operating expenses led to an expanded loss from continuing operations, with total loss rising due to intangible asset revaluation loss Key Data from Statement of Profit or Loss (For the six months ended June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue from Digital Assets and Blockchain Platform Business | 195,433 | 123,789 | | Other net income | 62,571 | 16,244 | | Staff costs | (146,867) | (82,129) | | Other operating expenses | (64,990) | (40,068) | | Operating loss | (15,530) | (15,414) | | Net finance income | 8,595 | 1,534 | | Loss before income tax | (9,596) | (20,284) | | Loss from continuing operations | (9,643) | (20,284) | | Loss from discontinued operations | (19,991) | (8,254) | | Loss for the period | (40,275) | (17,897) | | Total comprehensive loss for the period | (117,374) | (12,559) | - Revaluation loss on intangible assets reached **HK$98,898 thousand**, which was the main reason for the significant increase in other comprehensive loss and total comprehensive loss for the period[8](index=8&type=chunk) Loss Per Share (For the six months ended June 30) | Indicator | 2025 (HK$ per share) | 2024 (HK$ per share) | | :--- | :--- | :--- | | Basic loss per share from continuing operations | (0.03) | (0.02) | | Basic loss per share from continuing and discontinued operations | (0.07) | (0.03) | [Unaudited Condensed Consolidated Statement of Financial Position](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the group's total assets and liabilities increased, with significant growth in digital assets and liabilities to customers, while total equity decreased and the total debt-to-asset ratio rose Key Data from Statement of Financial Position (As of June 30) | Indicator | 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Total non-current assets | 343,950 | 365,141 | | Total current assets | 1,774,805 | 1,498,596 | | Total assets | 2,118,755 | 1,863,737 | | Total non-current liabilities | 6,713 | 10,846 | | Total current liabilities | 970,894 | 568,525 | | Total liabilities | 977,607 | 579,371 | | Total equity | 1,141,148 | 1,284,366 | - Digital assets within current assets increased from **HK$655,678 thousand** as of December 31, 2024, to **HK$728,447 thousand** as of June 30, 2025[11](index=11&type=chunk) - Liabilities to customers within current liabilities increased from **HK$439,929 thousand** as of December 31, 2024, to **HK$621,101 thousand** as of June 30, 2025[12](index=12&type=chunk) [Notes to the Unaudited Condensed Consolidated Interim Financial Information](index=7&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Interim%20Financial%20Information) This section details the group's interim financial information, including general context, accounting policies, segment performance, and specific financial disclosures [General Information](index=7&type=section&id=General%20Information) OSL Group primarily engages in digital assets and blockchain platform businesses, having terminated two wholly-foreign-owned enterprises in the traditional advertising segment during the period - The group primarily engages in digital assets and blockchain platform businesses in the Asia Pacific region and Europe[13](index=13&type=chunk) - Two wholly-foreign-owned enterprise subsidiaries (Shanghai Sanzhong Enterprise Management Consulting Co., Ltd. and Shanghai Youxiong Enterprise Management Consulting Co., Ltd.) have ceased operations and been deregistered, with related losses presented as "Loss from discontinued operations"[15](index=15&type=chunk) [Basis of Preparation and Accounting Policies](index=7&type=section&id=Basis%20of%20Preparation%20and%20Accounting%20Policies) Interim financial information is prepared under IAS 34, using historical cost basis, except for fair value measurement of digital assets and liabilities to customers; adopted standard amendments are not expected to have a significant impact, but the group faces regulatory risks, particularly from Europe's MiCAR [Adopted Amendments to Standards and Accounting Guidelines](index=8&type=section&id=Adopted%20Amendments%20to%20Standards%20and%20Accounting%20Guidelines) The group adopted IAS 21 and IFRS 1 amendments on 'Lack of Exchangeability,' which are not expected to have a material impact on past or future financial positions - The group first applied the "Lack of Exchangeability" standard amendments for the reporting period beginning January 1, 2025[19](index=19&type=chunk) - The adoption of the above standard amendments and accounting guidelines has not had any impact on amounts recognized in prior periods and is not expected to have a significant impact on current or future periods[19](index=19&type=chunk) [New Standards and Amendments Not Yet Adopted](index=8&type=section&id=New%20Standards%20and%20Amendments%20Not%20Yet%20Adopted) Certain new standards and amendments have been issued but are not yet mandatory, and management anticipates no significant impact on current or future reporting periods - The group's management estimates that new standards and amendments not yet effective are not expected to have a significant impact on the entity or foreseeable future transactions in current or future reporting periods[21](index=21&type=chunk) [Risk Disclosures](index=9&type=section&id=Risk%20Disclosures) In Europe, the group operates digital asset on/off-ramp services through Saintpay S.R.L., registered as a VASP in Italy, and plans to apply for CASP authorization under MiCAR - Saintpay S.R.L. is registered as a Virtual Asset Service Provider in Italy and intends to apply for authorization to operate as a Crypto-Asset Service Provider in Italy under the Markets in Crypto-Assets Regulation (MiCAR)[22](index=22&type=chunk) [Segment Reporting](index=9&type=section&id=Segment%20Reporting) The group operates as a single segment (Digital Assets and Blockchain Platform Business), with significant revenue growth from a major client and the first revenue contribution from Europe [Information on Major Customers](index=9&type=section&id=Information%20on%20Major%20Customers) Revenue from a single major customer A significantly increased from HK$15.236 million in H1 2024 to HK$85.346 million in H1 2025 Major Customer Revenue (For the six months ended June 30) | Customer | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Customer A | 85,346 | 15,236 | [Geographical Segment Information](index=10&type=section&id=Geographical%20Segment%20Information) In H1 2025, Europe contributed HK$55.942 million in revenue for the first time, while Asia Pacific revenue continued to grow, with non-current assets also deployed in Europe Revenue by Geographical Region (For the six months ended June 30) | Region | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Asia Pacific | 139,491 | 123,789 | | Europe | 55,942 | – | | **Total** | **195,433** | **123,789** | Non-Current Assets by Geographical Region (As of June 30) | Region | 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Asia Pacific | 317,160 | 349,398 | | Europe | 17,336 | – | | **Total** | **334,496** | **349,398** | [Revenue from Contracts with Customers](index=10&type=section&id=Revenue%20from%20Contracts%20with%20Customers) The group's revenue from contracts with customers primarily derives from SaaS service fees and custody services, with SaaS service fee revenue showing significant growth Revenue from Contracts with Customers by Type (For the six months ended June 30) | Revenue Type | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | SaaS service fees and related income | 90,885 | 25,312 | | Custody services and related income | 5,552 | 4,757 | | Transaction fees for automated trading services | 3,272 | 4,170 | [Revenue from Digital Assets and Blockchain Platform Business](index=11&type=section&id=Revenue%20from%20Digital%20Assets%20and%20Blockchain%20Platform%20Business) Revenue from digital assets and blockchain platform business grew significantly, mainly from digital asset trading and SaaS services, while net fair value loss on digital assets decreased Revenue from Digital Assets and Blockchain Platform Business Breakdown (For the six months ended June 30) | Revenue Source | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Digital asset trading | 96,311 | 100,537 | | Net fair value loss on digital assets | (6,761) | (6,234) | | SaaS service fees and related income | 90,885 | 25,312 | | Transaction fees for automated trading services | 3,272 | 4,170 | | Custody services and related income | 5,552 | 4,757 | | Others | 1,421 | – | | **Total** | **195,433** | **123,789** | - The digital asset trading business primarily provides over-the-counter trading and automated digital asset trading services for corporate and individual clients[28](index=28&type=chunk) [Operating Expenses](index=12&type=section&id=Operating%20Expenses) Both other operating expenses and staff costs significantly increased during the period, primarily due to business expansion, acquisition-related fees, marketing activities, and global recruitment [Other Operating Expenses](index=12&type=section&id=Other%20Operating%20Expenses) Other operating expenses increased from HK$40.068 million in H1 2024 to HK$64.990 million in H1 2025, mainly driven by higher legal and professional fees, outsourced operational expenses, and marketing expenses Other Operating Expenses Breakdown (For the six months ended June 30) | Expense Item | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Auditor's remuneration — audit services | 4,850 | 5,999 | | Consulting fees | 7,845 | 4,896 | | Legal and professional fees | 11,668 | 6,689 | | Outsourced operational expenses | 8,776 | 3,760 | | Marketing expenses | 7,150 | 2,407 | | **Total** | **64,990** | **40,068** | [Staff Costs](index=12&type=section&id=Staff%20Costs) Staff costs for defined contribution retirement plans increased from HK$2.067 million in H1 2024 to HK$5.083 million in H1 2025, reflecting accelerated recruitment for global expansion - Defined contribution retirement plan costs within staff costs for the period were approximately **HK$5,083 thousand**, a significant increase from **HK$2,067 thousand** in the same period of 2024[29](index=29&type=chunk) [Income Tax Expense](index=13&type=section&id=Income%20Tax%20Expense) The group's income tax expense primarily consists of overseas corporate income tax, with no provision made for Hong Kong due to the absence of taxable profits - For the period ended June 30, 2025, the group did not generate any taxable profits in Hong Kong, thus no provision for Hong Kong profits tax was made[30](index=30&type=chunk) Income Tax Expense (For the six months ended June 30) | Tax Type | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Overseas corporate income tax expense | – | 47 | | **Total income tax expense from continuing operations** | **–** | **47** | [Dividends](index=13&type=section&id=Dividends) The Board of Directors does not recommend the payment of any dividend for the six months ended June 30, 2025 - The Board of Directors does not recommend the payment of any dividend for the six months ended June 30, 2025 (June 30, 2024: same)[33](index=33&type=chunk) [Loss Per Share](index=14&type=section&id=Loss%20Per%20Share) Both basic and diluted loss per share attributable to owners of the company increased, primarily due to the expanded loss for the period Loss Per Share Calculation Data (For the six months ended June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Loss for the period attributable to owners of the company | (40,200) | (17,974) | | Add: Loss for the period from discontinued operations | 19,991 | 8,254 | | Loss for the period from continuing operations attributable to owners of the company | (20,209) | (9,720) | Loss Per Share (For the six months ended June 30) | Indicator | 2025 (HK$ per share) | 2024 (HK$ per share) | | :--- | :--- | :--- | | Basic loss per share from continuing operations | (0.03) | (0.02) | | Basic loss per share from continuing and discontinued operations | (0.07) | (0.03) | - For the period ended June 30, 2025, potential ordinary shares included in the calculation of diluted loss per share were anti-dilutive, thus diluted loss per share is presented as basic loss per share[35](index=35&type=chunk) [Digital Assets](index=15&type=section&id=Digital%20Assets) The group's total digital assets increased, with the largest portion held in its own wallets; non-trading digital assets held for long-term capital appreciation incurred revaluation losses Digital Asset Composition (As of June 30) | Digital Asset Source | 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Held in the group's own wallets | 686,694 | 839,115 | | Digital assets held by various trading institutions | 185,398 | 654 | | **Total** | **872,092** | **839,769** | - Digital assets held for long-term capital appreciation (classified as intangible assets) generated a revaluation loss of **HK$98,898 thousand**, presented as "Revaluation loss on intangible assets" under other comprehensive income[37](index=37&type=chunk) - The fair value of digital assets held by OSL Digital Securities Limited (OSL DS) on behalf of customers was approximately **HK$5,554,825 thousand**, which is not recognized as the group's digital assets[38](index=38&type=chunk) [Trade Receivables](index=16&type=section&id=Trade%20Receivables) Trade receivables significantly increased, mainly from the digital assets and blockchain platform business, with the group having established policies to ensure good counterparty credit Trade Receivables (As of June 30) | Indicator | 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Trade receivables from digital assets and blockchain platform business | 52,781 | 6,678 | | Less: Loss allowance | (1,406) | (1,406) | | **Trade receivables** | **51,375** | **5,272** | Aging Analysis of Trade Receivables (As of June 30) | Aging | 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | 0 to 30 days | 47,540 | 4,686 | | 31 to 90 days | 2,085 | 586 | | 91 to 180 days | 1,750 | – | | **Total** | **51,375** | **5,272** | [Cash Held by Licensed Entities on Behalf of Customers](index=17&type=section&id=Cash%20Held%20by%20Licensed%20Entities%20on%20Behalf%20of%20Customers) OSL DS, OSL Japan, and Saintpay S.R.L. maintain separate bank accounts for customer cash, presented as current assets and corresponding current liabilities in the group's financial statements - OSL DS, OSL Japan, and Saintpay S.R.L. hold fiat currency on behalf of customers in segregated accounts, presented as current assets and corresponding current liabilities in the group's statement of financial position[43](index=43&type=chunk)[44](index=44&type=chunk)[45](index=45&type=chunk) - OSL DS, OSL Japan, and Saintpay S.R.L. do not pay interest to customers for collecting or holding fiat currency on their behalf and are entitled to retain any bank interest income[43](index=43&type=chunk)[44](index=44&type=chunk)[45](index=45&type=chunk) [Trade Payables](index=18&type=section&id=Trade%20Payables) Trade payables significantly increased, primarily concentrated within a 30-day aging period Aging Analysis of Trade Payables (As of June 30) | Aging | 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | 0 to 30 days | 116,333 | 273 | - Credit transactions are available with liquidity providers and certain counterparties, with credit terms of 1 to 3 days after the transaction date[46](index=46&type=chunk) [Liabilities to Customers](index=18&type=section&id=Liabilities%20to%20Customers) Liabilities to customers significantly increased, primarily comprising customer fiat currency liabilities and digital asset liabilities of licensed entities Liabilities to Customers (As of June 30) | Liability Type | 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Customer fiat currency liabilities of licensed entities | 469,901 | 176,997 | | Other fiat currency liabilities | 12,301 | 13,875 | | Digital asset liabilities | 138,899 | 249,057 | | **Total** | **621,101** | **439,929** | - Liabilities to customers are measured at fair value through profit or loss, with fair value changes recognized as part of "Revenue from digital assets and blockchain platform business" in the statement of profit or loss[48](index=48&type=chunk) [Borrowings](index=19&type=section&id=Borrowings) The group's total borrowings significantly increased, mainly from unsecured digital asset borrowings and digital assets borrowed from non-controlling interests, with some borrowings collateralized by digital assets Borrowings Breakdown (As of June 30) | Borrowing Type | 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Secured digital asset borrowings | 6,607 | – | | Unsecured digital asset borrowings | 93,698 | – | | Digital assets borrowed from non-controlling interests | 42,506 | 40,326 | | **Total Borrowings** | **142,811** | **40,326** | - Secured digital asset borrowings are collateralized by **16.46 Bitcoin** (approximately **HK$13,900 thousand**)[49](index=49&type=chunk) - Unsecured digital asset borrowings amount to **US$12,000,000** (approximately **HK$93,698 thousand**), denominated in Tether, bearing a fixed annual interest rate of **3%**, and repayable within one year[49](index=49&type=chunk) [Share Capital](index=20&type=section&id=Share%20Capital) The group's authorized and issued and fully paid share capital remained unchanged, with new shares issued and share options exercised in 2024, but no such changes in the current period Share Capital Movement (As of June 30) | Share Capital Item | 2025 (Number of Shares) | 2025 (HK$ Thousand) | December 31, 2024 (Number of Shares) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | :--- | :--- | | Authorized ordinary shares (par value HK$0.01 per share) | 2,000,000,000 | 20,000 | 2,000,000,000 | 20,000 | | Issued and fully paid at beginning/end of period | 626,353,184 | 6,264 | 438,453,184 | 4,385 | | Issuance of new shares | – | – | 187,600,000 | 1,876 | | Exercise of share options | – | – | 300,000 | 3 | | **Issued and fully paid at end of period** | **626,353,184** | **6,264** | **626,353,184** | **6,264** | - On January 12, 2024, the company issued **187,600,000 new shares** to BGX Group Holding Limited, raising net proceeds of **HK$711,762 thousand**[53](index=53&type=chunk) [Events After Reporting Period](index=21&type=section&id=Events%20After%20Reporting%20Period) Subsequent to the reporting period, the company completed a placing and general mandate subscription, raising approximately HK$1,628 million in net proceeds, and plans a special mandate subscription - On July 25, 2025, the company entered into placing and subscription agreements, with estimated gross proceeds from the proposed transactions of approximately **HK$2,355,000 thousand**[54](index=54&type=chunk) - The placing was completed on July 29, 2025, with **101,194,000 shares** placed at **HK$14.9 per share**[54](index=54&type=chunk) - In August 2025, the group received net proceeds of approximately **HK$1,628,000 thousand** from the placing and general mandate subscription[55](index=55&type=chunk) [Management Discussion and Analysis](index=22&type=section&id=Management%20Discussion%20and%20Analysis) This section offers management's insights into the group's operational performance, financial health, and strategic outlook, emphasizing key business developments [Business Overview](index=22&type=section&id=Business%20Overview) OSL Group achieved high revenue growth in H1 2025, optimizing product services, with OSL Pay as a key growth engine, and accelerating global expansion through the Banxa acquisition, laying a foundation for sustained future growth [Continued High Revenue Growth](index=22&type=section&id=Continued%20High%20Revenue%20Growth) In H1 2025, group revenue grew 57.9% YoY to HK$195.4 million, with trading volume surging 200.4% to HK$68.2 billion, OSL Pay contributing 28.6% of total revenue, and staff increasing to 568 to support growth - In H1 2025, the group's revenue increased by **57.9%** year-on-year to **HK$195.4 million**[57](index=57&type=chunk) - Trading volume surged by **200.4%** year-on-year to **HK$68.2 billion**, primarily driven by the over-the-counter trading business[57](index=57&type=chunk) - OSL Pay generated approximately **HK$55.9 million** in revenue, accounting for **28.6%** of total revenue[57](index=57&type=chunk) - The number of employees increased from **258** as of December 31, 2024, to **568** as of June 30, 2025, aiming to expand R&D capabilities[57](index=57&type=chunk) [Continuous Enrichment and Optimization of Product Services](index=22&type=section&id=Continuous%20Enrichment%20and%20Optimization%20of%20Product%20Services) The group launched Omnibus Pro for institutional clients, offered Ethereum asset staking, became the first in Hong Kong to support retail Solana trading, and introduced StableX, Tokenworks, and OSL BizPay after Hong Kong's stablecoin legislation - Launched a comprehensive integrated platform (Omnibus Pro) to meet institutional client demands[58](index=58&type=chunk) - Provided staking services for Ethereum assets of an exchange-traded fund, pioneering staking-as-a-service in a regulated environment[58](index=58&type=chunk) - Launched StableX (stablecoin issuance and management), Tokenworks (RWA tokenization), and OSL BizPay (stablecoin payment services)[59](index=59&type=chunk) [New OSL Pay as a Major Growth Engine](index=23&type=section&id=New%20OSL%20Pay%20as%20a%20Major%20Growth%20Engine) Launched in April 2025, OSL Pay contributed approximately 28.6% of total revenue in H1, primarily from Europe, aiming to build licensed and compliant on/off-ramp solutions for global clients and evolve into a comprehensive financial service provider including digital asset credit card issuance - OSL Pay accounted for approximately **28.6%** of total revenue in H1 2025, primarily from Europe[60](index=60&type=chunk) - OSL Pay aims to build licensed and compliant solutions for global clients to enable seamless on/off-ramp services[60](index=60&type=chunk) - The long-term vision is to develop OSL Pay into a comprehensive financial service provider, including digital asset credit card issuance[60](index=60&type=chunk) [Expanding Global Business and License Footprint](index=23&type=section&id=Expanding%20Global%20Business%20and%20License%20Footprint) OSL acquired VASP registration in Italy via Saintpay S.R.L. and obtained Bermuda's highest-tier digital asset service license, further expanding its global presence and license portfolio through recent acquisitions of EvergreenCrest Holdings Ltd. and Banxa - In March 2025, obtained Virtual Asset Service Provider registration in Italy through the acquisition of Saintpay S.R.L.[62](index=62&type=chunk) - In August 2025, obtained Bermuda's highest-tier digital asset service license, allowing for a full suite of digital asset activities[62](index=62&type=chunk) - Announced the acquisition of EvergreenCrest Holdings Ltd. in Indonesia and Banxa, further expanding global business and license footprint[62](index=62&type=chunk) [Accelerating Global Expansion Through Banxa Acquisition](index=23&type=section&id=Accelerating%20Global%20Expansion%20Through%20Banxa%20Acquisition) In June 2025, OSL announced the acquisition of Banxa Holdings Inc., a digital asset trading facilitator with over 40 licenses, expected to drive revenue growth, create synergies, and solidify the foundation for future global expansion - In June 2025, the group announced the acquisition of Banxa Holdings Inc., a company focused on facilitating the buying and selling of digital assets[63](index=63&type=chunk) - Banxa holds over **40 licenses and registrations** in various key markets[63](index=63&type=chunk) - This acquisition is expected to directly contribute to revenue growth and synergy creation, laying a solid foundation for future global expansion[63](index=63&type=chunk) [Performance Review](index=24&type=section&id=Performance%20Review) The group's H1 2025 revenue grew significantly, but loss from continuing operations expanded; adjusted non-IFRS revenue surged, reflecting business model strengths, while fees, commissions, IT, and other operating expenses increased due to business expansion [Overall Performance](index=24&type=section&id=Overall%20Performance) IFRS revenue for the period was HK$195.4 million, a YoY increase of HK$71.6 million; adjusted non-IFRS revenue surged 187.3% to HK$188.6 million, while loss from continuing operations increased to HK$20.3 million Overall Financial Performance (For the six months ended June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | IFRS Revenue | 195,400 | 123,800 | | Adjusted Non-IFRS Revenue | 188,600 | 65,600 | | IFRS Loss from continuing operations | 20,300 | 9,600 | | Basic loss per share from continuing operations | 0.03 (HK$) | 0.02 (HK$) | - SaaS service fees and related income contributed **HK$90.9 million**, significantly enhancing financial performance[64](index=64&type=chunk) [Non-IFRS Measures](index=24&type=section&id=Non-IFRS%20Measures) The group provides adjusted non-IFRS revenue as an additional financial measure to better reflect the operating performance and trading volume of its digital asset trading business, excluding the impact of digital asset price fluctuations - Adjusted non-IFRS revenue aims to exclude the impact of digital asset price fluctuations on operating performance, providing a more stable view of business performance[66](index=66&type=chunk)[67](index=67&type=chunk) Non-IFRS Revenue Reconciliation (For the six months ended June 30) | Indicator | 2025 (HK$ Thousand) | 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue from digital assets and blockchain platform business under IFRS | 195,433 | 123,789 | | Add back: Net fair value loss on digital assets | 6,234 | 6,761 | | Less: Net gain on digital assets used to facilitate digital asset trading business | (13,090) | (64,902) | | **Adjusted non-IFRS revenue from digital assets and blockchain platform business** | **188,577** | **65,648** | [Revenue from Digital Assets and Blockchain Platform Business](index=26&type=section&id=Revenue%20from%20Digital%20Assets%20and%20Blockchain%20Platform%20Business) This business segment's revenue increased by HK$71.6 million, driven by both digital asset market business (OTC, exchange, custody) and digital asset technology infrastructure business (SaaS), with SaaS revenue showing particularly strong growth - IFRS revenue from digital assets and blockchain platform business was **HK$195.4 million**, an increase of **HK$71.6 million** compared to H1 2024[73](index=73&type=chunk) - Revenue from digital asset market business increased to **HK$104.5 million**, primarily due to increased institutional investor participation and demand for digital asset trading and institutional services[74](index=74&type=chunk) - Revenue from digital asset technology infrastructure business increased to **HK$90.9 million**, a year-on-year increase of **HK$65.6 million**, mainly due to an expanded customer base[75](index=75&type=chunk) [Fees and Commission Expenses](index=27&type=section&id=Fees%20and%20Commission%20Expenses) Fees and commission expenses significantly increased by HK$23 million to HK$26.7 million, primarily due to higher channel fees paid to payment gateway providers and referral expenses from the newly launched OSL Pay business - Fees and commission expenses were **HK$26.7 million**, a significant increase of **HK$23 million** compared to H1 2024[76](index=76&type=chunk) - The increase in expenses was primarily due to higher channel fees paid to payment gateway providers and increased referral expenses from the newly launched OSL Pay business during the period[76](index=76&type=chunk) [Information Technology Costs and Other Operating Expenses](index=27&type=section&id=Information%20Technology%20Costs%20and%20Other%20Operating%20Expenses) Information technology costs increased by HK$10.9 million YoY to HK$24.5 million due to global expansion and upgrades, while other operating expenses rose by HK$24.9 million to HK$65 million, driven by legal, professional, marketing, consulting, rent, and outsourcing fees - Information technology costs were **HK$24.5 million**, a year-on-year increase of **HK$10.9 million**, related to technology-related expenses and upgrades due to global expansion[77](index=77&type=chunk) - Other operating expenses were **HK$65 million**, a year-on-year increase of **HK$24.9 million**, primarily attributable to increased legal and professional fees, marketing expenses, consulting fees, overseas office rent, and outsourcing fees related to business expansion and acquisitions[78](index=78&type=chunk) [Net Loss](index=27&type=section&id=Net%20Loss) Net loss from continuing operations for the period was HK$20.3 million, an increase of HK$10.7 million YoY, primarily due to increased employee numbers and operating expenses to accelerate global expansion plans - Net loss from continuing operations for the period was **HK$20.3 million**, an increase of **HK$10.7 million** compared to H1 2024[79](index=79&type=chunk) - The increase in net loss was primarily due to increased employee numbers and operating expenses to accelerate the group's global expansion plans[79](index=79&type=chunk) [Human Resources Costs](index=28&type=section&id=Human%20Resources%20Costs) As of June 30, 2025, the group's employee count rose to 568, with total staff costs reaching HK$146.9 million to support global business expansion; the group granted 3,406,250 award shares under its 2025 share award scheme to incentivize and retain talent - As of June 30, 2025, the group had a total of **568 employees** in the Asia Pacific region and Europe (June 30, 2024: **167 employees**)[80](index=80&type=chunk) - Total staff costs for the period were **HK$146.9 million** (June 30, 2024: **HK$82.1 million**), with the significant increase due to accelerated recruitment to support and drive global business expansion[80](index=80&type=chunk) - During the period, **3,406,250 award shares** were granted under the 2025 Share Award Scheme on May 13, 2025[88](index=88&type=chunk) [Outlook](index=30&type=section&id=Outlook) OSL Group's 2025 strategic blueprint focuses on five pillars: strengthening Hong Kong market leadership, accelerating globalization, enriching product lines, seeking value-accretive M&A, and enhancing operational efficiency to capitalize on digital assets as a strategic asset class and payment tool [Strengthening Market Leadership in Hong Kong](index=30&type=section&id=Strengthening%20Market%20Leadership%20in%20Hong%20Kong) OSL aims to consolidate its OTC service market leadership, expand its institutional client base, and enhance retail experience by launching products like Omnibus Pro, StableX, and Tokenworks, and introducing Solana trading - OSL aims to consolidate its market leadership in OTC services and continue to gain market share by expanding new clients and re-engaging existing ones[90](index=90&type=chunk) - The launch of Omnibus Pro, StableX, and Tokenworks has generated strong interest from traditional financial institutions and empowered them to enter the digital asset space[90](index=90&type=chunk) - OSL plans to introduce more product categories, such as Solana (SOL) trading, to enhance the retail experience[90](index=90&type=chunk) [Accelerating Globalization: Starting in Hong Kong, Expanding Globally](index=30&type=section&id=Accelerating%20Globalization%3A%20Starting%20in%20Hong%20Kong%2C%20Expanding%20Globally) OSL is committed to expanding overseas operations, particularly in Japan and Australia, launching the OSL Global Exchange Service for global clients and retail trading in Indonesia in H2 2025, while accelerating overseas recruitment - OSL is committed to investing resources to expand its overseas business, particularly in Japan and Australia[91](index=91&type=chunk) - In H2 2025, OSL will launch the OSL Global Exchange Service, a comprehensive trading platform for global clients, and introduce retail trading services in Indonesia[91](index=91&type=chunk) - OSL plans to accelerate overseas recruitment to support and drive these growth initiatives[91](index=91&type=chunk) [Enriching Product Lines: From Trading to Payments](index=30&type=section&id=Enriching%20Product%20Lines%3A%20From%20Trading%20to%20Payments) OSL plans to further develop its stablecoin and payment-related product portfolio, having launched OSL Pay for on/off-ramp solutions and intending to introduce OSL BizPay for institutional and corporate stablecoin payment services - OSL's goal is to further develop its stablecoin-related and payment-related product portfolio[92](index=92&type=chunk) - OSL Pay has been launched to provide on/off-ramp solutions, and OSL BizPay is intended to be launched to provide stablecoin payment services for institutions and enterprises[92](index=92&type=chunk) [Seeking Value-Accretive Global M&A Opportunities](index=31&type=section&id=Seeking%20Value-Accretive%20Global%20M%26A%20Opportunities) OSL actively seeks value-accretive global M&A opportunities, particularly acquiring fully compliant and high-quality assets in emerging markets, employing rigorous due diligence and post-merger integration management processes - OSL is actively seeking value-accretive global M&A opportunities to accelerate its global expansion plans[93](index=93&type=chunk) - OSL focuses on acquiring fully compliant and high-quality assets, especially in emerging markets[93](index=93&type=chunk) [Driving Operational Efficiency Improvements](index=31&type=section&id=Driving%20Operational%20Efficiency%20Improvements) OSL is committed to enhancing operational efficiency and financial margins through streamlined workflows, cross-departmental collaboration, automated back-office operations, centralized procurement, and deeper liquidity acquisition - OSL is committed to improving operational efficiency to enhance financial margins[94](index=94&type=chunk) - Measures include streamlining and standardizing workflows, encouraging cross-departmental collaboration, automating back-office operations, implementing centralized procurement processes, and obtaining deeper liquidity as the business scales[94](index=94&type=chunk) [Financial Review](index=31&type=section&id=Financial%20Review) As of June 30, 2025, the group's total assets and liabilities increased, while shareholder equity decreased and the total debt-to-asset ratio rose; cash and cash equivalents decreased, but digital asset holdings increased, total borrowings significantly rose, and several major subsidiary acquisitions were completed [Liquidity and Financial Resources](index=31&type=section&id=Liquidity%20and%20Financial%20Resources) As of June 30, 2025, the group's total assets were HK$2.1188 billion, total liabilities HK$977.6 million, and total shareholder equity HK$1.1411 billion, with a total debt-to-asset ratio of approximately 46.1%; cash and cash equivalents decreased to HK$459.2 million, but proprietary digital asset balance increased to HK$589.5 million Liquidity and Financial Resources (As of June 30) | Indicator | 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Total assets | 2,118,800 | 1,863,700 | | Total liabilities | 977,600 | 579,400 | | Total shareholder equity | 1,141,100 | 1,284,400 | | Cash and cash equivalents | 459,200 | 635,300 | | Proprietary digital asset balance (for trading purposes) | 589,500 | 406,600 | - The total debt-to-asset ratio was approximately **46.1%** (December 31, 2024: **31.1%**)[95](index=95&type=chunk) - Total digital asset borrowings were **HK$142.8 million** (December 31, 2024: **HK$40.3 million**), with some borrowings collateralized by digital assets[97](index=97&type=chunk) [Financial Policy](index=32&type=section&id=Financial%20Policy) The group's financial management policy strictly prohibits participation in high-risk speculative instruments and maintains a prudent approach to financial risk management, with no significant financial instruments used for hedging during the period - The group's financial management policy strictly prohibits participation in high-risk speculative instruments[98](index=98&type=chunk) - During the period, the group maintained a prudent approach to financial risk management and did not use any significant financial instruments for hedging purposes[98](index=98&type=chunk) [Risks from Exchange Rate and Related Hedging Fluctuations](index=32&type=section&id=Risks%20from%20Exchange%20Rate%20and%20Related%20Hedging%20Fluctuations) The group's main business is denominated in RMB, HKD, USD, JPY, and EUR; foreign exchange risk impact is minor due to stable USD/HKD exchange rates and limited overseas operating expenses, with no hedging undertaken during the period - The majority of the group's assets, receipts, and payments are denominated in RMB, HKD, USD, JPY, and EUR[98](index=98&type=chunk) - The exchange rate between the US dollar and the Hong Kong dollar is relatively stable, and the related currency exchange risk is extremely low; foreign exchange risk from operations in mainland China, Japan, and Europe has a minor impact on the group[99](index=99&type=chunk) - The group did not use financial instruments for hedging purposes during the period[99](index=99&type=chunk) [Significant Acquisitions and Disposals of Subsidiaries](index=32&type=section&id=Significant%20Acquisitions%20and%20Disposals%20of%20Subsidiaries) The group completed the second tranche acquisition of OSL Japan shares, increasing its stake to 81.38%, deregistered two wholly-foreign-owned enterprises in mainland China, and entered into agreements to acquire EvergreenCrest Holdings Ltd. and Banxa Holdings Inc. - On January 17, 2025, the second tranche acquisition of OSL Japan was completed, with the group holding a total of **81.38%** equity in OSL Japan[100](index=100&type=chunk) - On January 26, 2025, and March 13, 2025, two of the group's wholly-foreign-owned enterprise subsidiaries completed deregistration in mainland China[101](index=101&type=chunk) - Agreements were entered into to acquire **90%** equity in EvergreenCrest Holdings Ltd. for a consideration of approximately **HK$117.5 million**[102](index=102&type=chunk) - An arrangement agreement was entered into to acquire Banxa Holdings Inc. for a maximum consideration of approximately **HK$486.7 million**[103](index=103&type=chunk) [Pledge of the Group's Assets](index=33&type=section&id=Pledge%20of%20the%20Group%27s%20Assets) As of June 30, 2025, the group pledged digital assets totaling HK$13.9 million - As of June 30, 2025, the group pledged digital assets of **HK$13.9 million** (December 31, 2024: the group had no significant pledges)[105](index=105&type=chunk) [Future Plans for Material Investments or Capital Assets and Capital Expenditure Commitments](index=33&type=section&id=Future%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets%20and%20Capital%20Expenditure%20Commitments) The group actively seeks value-accretive global M&A opportunities to accelerate its overseas expansion plans, with no other significant contracted commitments as of June 30, 2025, apart from disclosed acquisitions - The group is actively seeking value-accretive global M&A opportunities to accelerate its overseas expansion plans[106](index=106&type=chunk) - Apart from the disclosed acquisitions, as of June 30, 2025, the group had no other significant contracted commitments[106](index=106&type=chunk) [Contingent Liabilities](index=33&type=section&id=Contingent%20Liabilities) As of June 30, 2025, and December 31, 2024, the group had no significant contingent liabilities - As of June 30, 2025, and December 31, 2024, the group had no significant contingent liabilities[107](index=107&type=chunk) [Events After Reporting Period](index=33&type=section&id=Events%20After%20Reporting%20Period) Subsequent to the reporting period, there was a change in independent non-executive directors; the company completed a placing and general mandate subscription, raising approximately HK$1.628 billion in net proceeds, and plans a special mandate subscription with estimated total net proceeds of HK$2.3361 billion - Mr. Xu Biao resigned as an independent non-executive director, and Mr. Jia Hang was appointed as an independent non-executive director and a member of several committees, effective August 1, 2025[108](index=108&type=chunk) - The company has completed the placing and general mandate subscription, with total net proceeds of approximately **HK$1.628 billion**[110](index=110&type=chunk)[111](index=111&type=chunk) - The issuance of special mandate subscription shares (estimated net proceeds of **HK$707.9 million**) remains subject to the fulfillment of certain conditions[111](index=111&type=chunk) [Other Information](index=34&type=section&id=Other%20Information) This section presents additional disclosures, including interim dividends, share transactions, corporate governance practices, and board composition [Interim Dividend](index=34&type=section&id=Interim%20Dividend) The Board of Directors resolved not to recommend payment of an interim dividend to ordinary shareholders for the period - The Board of Directors resolved not to recommend payment of an interim dividend to the company's ordinary shareholders for the period (June 30, 2024: nil)[112](index=112&type=chunk) [Purchase, Redemption or Sale of the Company's Listed Securities](index=35&type=section&id=Purchase%2C%20Redemption%20or%20Sale%20of%20the%20Company%27s%20Listed%20Securities) During the period, neither the company nor its subsidiaries purchased, redeemed, or sold any of the company's listed securities - During the period, neither the company nor its subsidiaries purchased, redeemed, or sold any of the company's listed securities[113](index=113&type=chunk) [Corporate Governance Code](index=35&type=section&id=Corporate%20Governance%20Code) The group is committed to maintaining high standards of corporate governance and complied with the code provisions of Appendix C1 Part 2 of the Listing Rules' Corporate Governance Code during the period - The company has adopted and complied with the code provisions of Appendix C1 Part 2 of the Listing Rules' Corporate Governance Code during the period[114](index=114&type=chunk) [Audit Committee](index=35&type=section&id=Audit%20Committee) The Audit Committee is established and complies with Listing Rules, primarily responsible for reviewing and monitoring the group's financial reporting and internal control systems, and has reviewed the unaudited condensed consolidated interim financial information for the period - The Audit Committee comprises three independent non-executive directors: Mr. Chow Cheuk Yan (Chairman), Mr. Yang Huan, and Mr. Jia Hang[115](index=115&type=chunk) - The Audit Committee has reviewed the accounting principles and practices adopted by the group with management and discussed financial reporting matters, including the unaudited condensed consolidated interim financial information for the period[115](index=115&type=chunk) [Board of Directors](index=35&type=section&id=Board%20of%20Directors) As of the announcement date, the Board of Directors comprises four executive directors, one non-executive director, and three independent non-executive directors - As of the announcement date, the executive directors are Mr. Cui Song, Mr. Diao Jiajun, Ms. Xu Kang, and Mr. Yang Chao[117](index=117&type=chunk) - The non-executive director is Mr. Li Jinhong[117](index=117&type=chunk) - The independent non-executive directors are Mr. Chow Cheuk Yan, Mr. Yang Huan, and Mr. Jia Hang[117](index=117&type=chunk)

Core Insights - The establishment of the "Hong Kong Digital Asset Listed Companies Association" marks a significant step in promoting digital assets in Hong Kong, with participation from over 80 listed companies and financial institutions [1][2] - The Hong Kong government is committed to fostering innovation in financial technology, with over 1,100 fintech companies operating in the region and a 15% annual growth rate [1][2] Group 1: Government Initiatives - The Hong Kong government plans to regularize the issuance of green bonds and explore tokenization applications in various sectors, including renewable energy [2] - A funding program has been launched to support projects with commercial potential, offering up to HKD 500,000 for tokenization certification and commercialization [2] Group 2: Participating Companies - A list of participating companies includes notable H-shares such as Guofu Quantum, China New Economy Investment, and Huya Capital, among others [3] - A-share participants include Zhaoxin Co. and Jingbeifang, while US-listed companies include Galaxy Digital and Amber [4]

Group 1 - The core viewpoint of the article highlights the collective rise of stablecoin concept stocks in the Hong Kong market, with notable increases in share prices for several companies [1] Group 2 - Lianlian Digital (02598) saw a price increase of 7.08%, reaching a latest price of 11.350 with a total market capitalization of 12.674 billion [2] - ZhongAn Online (06060) increased by 6.55%, with a latest price of 20.000 and a market cap of 33.696 billion [2] - Guotai Junan International (01788) rose by 6.46%, priced at 5.440 and a market value of 51.827 billion [2] - OSL Group (00863) experienced a 5.04% increase, with a latest price of 17.700 and a market cap of 13.059 billion [2] - Yao Cai Securities Financial (01428) increased by 4.78%, reaching a price of 11.840 and a total market value of 20.096 billion [2] - China Everbright Holdings (00165) rose by 3.31%, with a latest price of 10.000 and a market cap of 16.853 billion [2] - Yika (09923) saw a 3.27% increase, priced at 13.580 with a market capitalization of 6.269 billion [2] - Victory Securities (08540) increased by 2.63%, with a latest price of 6.840 and a market cap of 1.449 billion [2] - Duodian Smart (02586) rose by 2.60%, priced at 10.650 with a market value of 9.979 billion [2] - Delin Holdings (01709) increased by 2.60%, with a latest price of 3.160 and a market cap of 5.324 billion [2] - Dafen Financial (00376) saw a 2.04% increase, priced at 3.000 with a market capitalization of 11.604 billion [2]

Core Viewpoint - The cryptocurrency concept stocks in Hong Kong experienced a collective rise, indicating a positive market sentiment towards this sector [1]. Group 1: Stock Performance - Leading stocks included: - Navigating Medical Biotechnology rose by 7.69%, with a latest price of 0.490 and a market capitalization of 1.039 billion [2]. - New Fire Technology Holdings increased by 7.28%, priced at 7.220, with a total market value of 42.3 billion [2]. - Guotai Junan International saw a rise of 6.46%, trading at 5.440, with a market cap of 51.827 billion [2]. - OK Blockchain rose by 5.56%, priced at 0.570, with a market capitalization of 3.061 billion [2]. - Xiong'an Technology increased by 5.31%, with a price of 0.119 and a market cap of 0.0142 billion [2]. - Blueport Interactive rose by 3.95%, priced at 0.790, with a market capitalization of 0.0292 billion [2]. - Mistrategy increased by 3.08%, trading at 4.350, with a market cap of 1.601 billion [2]. - OSL Group rose by 2.97%, priced at 17.350, with a market capitalization of 12.801 billion [2]. - Huajian Medical increased by 2.70%, trading at 8.380, with a market cap of 135.74 billion [2]. - Jinyong Investment rose by 2.25%, priced at 9.980, with a market cap of 25.6 billion [2]. - Huaxing Capital Holdings increased by 2.16%, trading at 7.580, with a market cap of 4.346 billion [2].

Group 1 - The article highlights significant stock price increases for several companies, including OK Blockchain Chain (01499.HK) with a rise of 9.26%, Guotai Junan International (01788.HK) up by 6.46%, New Fire Technology Holdings (01611.HK) increasing by 5.50%, and OSL Group (00863.HK) gaining 5.04% [1]

智通财经APP讯，OSL集团(00863)发布公告，于2025年8月20日，根据2012年购股权计划行使购股权而 发行30万股。 ...

OSL集团(00863)发布公告，于2025年8月20日，根据2012年购股权计划行使购股权而发行30万股。 ...

FF305 翌日披露報表 (股份發行人 ── 已發行股份或庫存股份變動、股份購回及/或在場内出售庫存股份) 表格類別： 股票 狀態： 新提交 公司名稱： OSL 集團有限公司（於開曼群島註冊成立的有限公司） 如上市發行人的已發行股份或庫存股份出現變動而須根據《香港聯合交易所有限公司（「香港聯交所」）證券上市規則》(「《主板上市規則》」)第13.25A條 / 《香港聯合交易所有限公司GEM證券 上市規則》(「《GEM上市規則》」)第17.27A條作出披露，必須填妥第一章節 。 | 第一章節 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 | 是 | | | | 證券代號 (如上市) | 00863 | 說明 | | | | | | | | A. 已發行股份或庫存股份變動 | | | | | | | | | | | | 已發行股份（不包括庫存股份）變動 | | | 庫存股份變動 | | | | | 事件 | | 已發行股份（不包括庫 ...