目 錄 2 公司資料 4 行政總裁報告書 6 管理層討論與分析 19 未經審核簡明綜合損益及其他全面收益表 21 未經審核簡明綜合財務狀況表 23 未經審核簡明綜合權益變動表 24 未經審核簡明綜合現金流量表 25 未經審核簡明綜合中期財務資料附註 58 其他資料 公司資料 OSL 集團有限公司 股份代號：863 董事會 非執行董事 李金鴻先生 （主席） 執行董事 崔崧先生 （行政總裁） （於二零二五年一月一日獲委任為執行董事） 刁家駿先生 徐康女士 楊超先生 獨立非執行董事 周承炎先生 楊桓先生 郟航先生 （於二零二五年八月一日獲委任） 徐飈先生 （於二零二五年八月一日辭任） 董事委員會 審核委員會 周承炎先生 （主席） 楊桓先生 郟航先生 （於二零二五年八月一日獲委任） 徐飈先生 （於二零二五年八月一日辭任） 薪酬委員會 周承炎先生 （主席） 李金鴻先生 楊超先生 崔崧先生（楊超先生之替任成員） （於二零二五年三月二十五日獲委任） 楊桓先生 郟航先生 （於二零二五年八月一日獲委任） 徐飈先生 （於二零二五年八月一日辭任） 提名委員會 李金鴻先生 （主席） 楊超先生 周承炎先生 楊桓先生 郟航先生 （於二零 ...

Group 1 - The cryptocurrency sector is experiencing significant declines, with Okex Chain (01499) down 5.13% to HKD 0.37, Guotai Junan International (01788) down 4.51% to HKD 4.87, and OSL Group (00863) down 4.45% to HKD 15.25 [2] - The China Securities Regulatory Commission (CSRC) has informally requested some brokerages to suspend their real-world asset (RWA) tokenization business in Hong Kong to enhance risk management and ensure that issuances are backed by real assets [2] - Hong Kong is actively working to establish itself as a digital asset hub, while China has prohibited cryptocurrency trading and mining since 2021 and recently required major brokerages to halt stablecoin research [2]

Group 1 - The cryptocurrency sector is experiencing significant declines, with notable drops in share prices for companies such as OKC Cloud Chain (down 5.13% to HKD 0.37), Guotai Junan International (down 4.51% to HKD 4.87), and OSL Group (down 4.45% to HKD 15.25) [1] - The China Securities Regulatory Commission (CSRC) has informally requested certain brokerages to suspend their real-world asset (RWA) tokenization activities in Hong Kong to enhance risk management and ensure that issuances are backed by real assets [1] - Hong Kong is actively working to establish itself as a digital asset hub, while China has prohibited cryptocurrency trading and mining since 2021 and recently instructed major brokerages to halt research on stablecoins [1]

Core Insights - OSL Group has successfully completed the acquisition of Indonesian digital exchange PT IDAX by issuing approximately 9.2662 million shares, allowing for rapid acquisition of a cryptocurrency trading regulatory license in Indonesia, thus accelerating its entry into the Indonesian market [1] Group 1: Acquisition and Market Entry - The acquisition provides OSL with a compliant platform, expanding its service offerings in Indonesia to emerging areas such as RWA and PayFi, with Indonesia projected to have the third-highest global focus on RWA in 2024, accounting for 10.1% [1] - OSL will leverage the brand recognition of PT IDAX's "KoinSayang" in Indonesia to conduct unified marketing and public relations, enhancing brand influence and attracting a broader customer base, thereby strengthening its market penetration in Southeast Asia's digital asset sector [1] Group 2: Synergies and Operational Efficiency - The acquisition is expected to generate synergistic value and operational efficiency by combining OSL's technological capabilities with PT IDAX's local resources, enabling the launch of more compliant financial service products [1] - OSL aims to utilize its global infrastructure to support blockchain technology development and compliance framework construction, solidifying its position as a leading compliant digital asset trading platform in Asia, which will continuously provide new revenue sources and user groups, enhancing its core competitive advantages and long-term value in the global digital asset industry [1]

Core Viewpoint - OSL Group (00863) has successfully met all conditions of a sale agreement, leading to the completion of the transaction on September 22, 2025, resulting in the company indirectly holding 90% of the issued shares of the target company [1] Group 1 - Following the completion of the transaction, the target company and its subsidiaries will become indirect non-wholly owned subsidiaries of OSL Group, with their financial performance consolidated into the group's financial statements [1] - According to the sale agreement, OSL Group issued 9.2662 million consideration shares at a price of HKD 12.68 per share, representing approximately 1.24% of the enlarged issued share capital post-issuance [1]

呈交日期： 2025年9月22日 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 | | | | | ...

Group 1 - OSL Group has completed all conditions precedent for the sale agreement, with completion set for September 22, 2025 [1] - Following the completion, the company will indirectly hold 90% of the issued shares of the target company, which in turn holds 95% and 99% of the issued shares of its subsidiaries respectively [1] - The financial performance of the target company and its subsidiaries will be consolidated into the group's financial statements [1] Group 2 - The company has issued 9.2662 million consideration shares at a price of HKD 12.68 per share, representing approximately 1.24% of the enlarged issued share capital post-issuance [1]

香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 公 告 之 內 容 概 不 負 責，對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部 或任何部份內容而產生或因依賴該等內容而引致之任何損失承擔任何責任。 本公告僅供參考，並不構成收購、購買或認購本公司證券之邀請或要約。 OSL Group Limited 完成收購事項 董事會欣然宣佈，買賣協議所有先決條件已獲達成，故根據買賣協議的條款及條 件，完成已於二零二五年九月二十二日落實。於完成後及本公告日期，本公司間 接 持 有 目 標 公 司 已 發 行 股 份 總 數 之 90 % ， 而 目 標 公 司 則 分 別 持 有 附 屬 公 司 1 已 發 行股份之95 %及附屬公司2已發行股份之99 %。因此，目標公司及附屬公司已各自 成為本公司間接非全資附屬公司，而目標集團的財務業績將綜合計入本集團之綜 合財務報表內。 根 據 買 賣 協 議 ， 本 公 司 已 按 發 行 價 每 股 代 價 股 份 1 2. 6 8 港 元 向 賣 方 配 發 及 發 行 9,266,168股代價股份，佔緊 ...

Group 1 - The core viewpoint of the report is that OSL Group (00863) is projected to achieve revenues of HKD 6.7 billion, HKD 11.9 billion, and HKD 18.1 billion for the years 2025, 2026, and 2027 respectively, with a target price set at HKD 21 and an initial "Buy" rating [1] - OSL's revenue composition is primarily driven by digital asset trading income, which accounted for 51% of total revenue in H1 2025, with a trading volume of HKD 68.2 billion, representing a year-on-year increase of 200% [1] - As of the end of H1 2025, OSL's custodial assets reached HKD 5.7 billion, reflecting a year-on-year growth of 50% [1] Group 2 - OSL is recognized as the first compliant digital asset exchange in Hong Kong, having obtained the first digital asset trading platform license issued by the SFC, positioning itself ahead in the compliance process [1] - The company is expected to benefit directly from the ongoing prosperity of the Web 3.0 ecosystem in Hong Kong, being the only platform in the market that offers a full suite of customizable solutions including RFQ and Orderbook [1] - OSL has established deep partnerships with over 50 licensed brokers and banks in Hong Kong, leading in trading volume market share, with its partnered ETFs accounting for approximately 64% of the managed assets in the Hong Kong digital asset spot ETF market as of December 31, 2024 [1] Group 3 - The company's growth is driven by both organic growth and strategic acquisitions, with the new business OSLPay officially launched in April 2025, generating revenue of HKD 55.9 million in H1 2025, which constitutes 29% of total revenue, primarily from Europe [2] - Payment services are expected to become a key focus area for the company, covering deposit and withdrawal channels as well as cross-border payments [2] - OSL has obtained licenses in regions such as Australia, Japan, and Italy, and plans to acquire Banxa in June 2025, which holds over 40 licenses/registrations globally [2]

Group 1 - The core viewpoint of the report is that OSL Group is expected to see significant revenue growth in the coming years, with projected revenues of HKD 6.7 billion, HKD 11.9 billion, and HKD 18.1 billion for 2025, 2026, and 2027 respectively, and a target price of HKD 21, initiating coverage with a "Buy" rating [1] - OSL's revenue composition is primarily driven by digital asset trading income, which accounted for 51% of total revenue in the first half of 2025, achieving a trading volume of HKD 68.2 billion, representing a year-on-year increase of 200% [1] - As of the end of the first half of 2025, OSL's custodial assets reached HKD 5.7 billion, reflecting a year-on-year growth of 50% [1] Group 2 - The company is the first compliant digital asset exchange in Hong Kong, having obtained the first digital asset trading platform license from the SFC, positioning itself favorably in the growing Web 3.0 ecosystem in Hong Kong [1] - OSL is the only platform in the Hong Kong market that offers a full suite of customizable solutions including RFQ and Orderbook, and has established deep partnerships with over 50 licensed brokers and banks in Hong Kong, leading in trading volume market share [1] - As of December 31, 2024, OSL's partnered ETFs accounted for approximately 64% of the managed assets in the Hong Kong digital asset spot ETF market [1] Group 3 - The company is driven by both organic growth and strategic acquisitions, with the new business OSLPay set to launch in April 2025, which generated HKD 55.9 million in revenue in the first half of 2025, accounting for 29% of total revenue, primarily from Europe [2] - OSL is expanding its global exchange footprint, having obtained licenses in Australia, Japan, and Italy, and plans to acquire Banxa, which holds over 40 licenses/registrations globally [2] - In August 2025, OSL officially received a full license for digital asset business from the Bermuda Monetary Authority and launched a global exchange [2]