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分內容而產生或因倚賴該等內 容而引致之任何損失承擔任何責任。 DEEP SOURCE HOLDINGS LIMITED 至源控股有限公司 * 承董事會命 至源控股有限公司 執行董事 吳磊 （於百慕達註冊成立之有限公司） （股份代號：990） 延遲寄發有關 收購目標公司 60% 股權的主要交易之通函 茲提述至源控股有限公司（「本公司」）日期為二零二五年八月二十六日有關收購目標 公司60%股權之公告（「該公告」）。除文義另有所指者外，本公告所採用詞彙與該公 告所界定者具有相同涵義。 如該公告所述，一份載有（其中包括）(i)買賣協議及其項下擬進行交易的進一步詳 情；及(ii)根據上市規則需要披露的其他資料之通函（「通函」）將於二零二五年九月 三十日或之前寄發予股東。 由於本公司需要更多時間編製通函，故通函預期將於二零二五年十二月十五日或之 前寄發予股東。 香港，二零二五年九月三十日 於本公告日期，執行董事為江江先生及吳磊先生；非執行董事為丁琳先生及康健先生；及獨立非執 ...

Deep Source Holdings Limited 至源控股有限公司* (Formerly known as Theme International Holdings Limited) （前稱榮暉國際集團有限公司） (Incorporated in Bermuda with limited liability) （於百慕達註冊成立之有限公司） (Stock Code 股份代號: 990) Should you have any queries relating to this letter, please contact the Share Registrar at (852)2862 8688 during business hours from 9:00 a.m. to 6:00 p.m. (Hong Kong time), Mondays to Fridays, excluding Hong Kong public holidays. N O T I F I C AT I O N L E T T E R 通 知 信 函 26 September 2025 Dear non-registered s ...

Deep Source Holdings Limited 至源控股有限公司* (Formerly known as Theme International Holdings Limited) （前稱榮暉國際集團有限公司） (Incorporated in Bermuda with limited liability) （於百慕達註冊成立之有限公司） (Stock Code 股份代號: 990) N O T I F I C AT I O N L E T T E R 通 知 信 函 Dear registered shareholder(s), 26 September 2025 Deep Source Holdings Limited (the "Company") - Notice of Publication of Interim Report (the "Current Corporate Communications") The Current Corporate Communications of the Company has been published in English and Chines ...

[Company Information](index=3&type=section&id=Company%20Information) This section provides essential corporate governance details and fundamental contact and identification information for the company [Directors and Key Personnel](index=3&type=section&id=Directors%20and%20Key%20Personnel) This chapter lists the company's board members (including executive, non-executive, and independent non-executive directors), authorized representatives, company secretary, auditor, and legal advisors, among other key corporate governance information - Executive Directors include Mr. Jiang Jiang (Chief Executive Officer) and Mr. Wu Lei (Chief Financial Officer)[5](index=5&type=chunk) - Mr. Wong Hok Pan chairs the Audit Committee, Remuneration Committee, and Nomination Committee[5](index=5&type=chunk) - The company's auditor is ZH CPA Limited[6](index=6&type=chunk) [Registration and Contact Information](index=4&type=section&id=Registration%20and%20Contact%20Information) This chapter provides the company's registered office, Hong Kong head office and principal place of business, principal bankers, share registrar, and stock code, among other basic contact and identification information - The company's registered office is located at Clarendon House, Bermuda[6](index=6&type=chunk) - The Hong Kong head office and principal place of business are located at China Merchants Tower, Shun Tak Centre, Sheung Wan, Hong Kong[8](index=8&type=chunk) - The company's stock code is **990**, and its website is www.990.com.hk[8](index=8&type=chunk) [Condensed Consolidated Financial Statements](index=6&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This section presents the company's condensed consolidated financial statements, including statements of profit or loss, financial position, changes in equity, cash flows, and detailed explanatory notes [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) For the six months ended June 30, 2025, the Group's revenue significantly decreased by 62% to HKD 10.132 billion, but profit for the period increased by 19.6% year-on-year to HKD 369.9 million, primarily due to improved other income and increased profit contribution from associates Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Summary (HKD thousands) | Indicator | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Revenue | 10,132,488 | 26,582,474 | | Cost of sales | (9,761,575) | (25,957,389) | | Gross profit | 370,913 | 625,085 | | Other income, gains and losses | 56,409 | (146,662) | | Selling and distribution expenses | (17,261) | (22,884) | | Administrative expenses | (137,041) | (163,629) | | Profit from operations | 273,020 | 291,910 | | Finance costs | (8,865) | (14,637) | | Share of profit of associates | 140,354 | 64,811 | | Profit before tax | 404,509 | 342,084 | | Income tax expense | (34,603) | (32,900) | | **Profit for the period** | **369,906** | **309,184** | | Profit attributable to owners of the Company | 321,849 | 294,374 | | Profit attributable to non-controlling interests | 48,057 | 14,810 | | Total comprehensive income for the period | 446,025 | 248,002 | | Basic and diluted earnings per share | HK 2.39 cents | HK 2.19 cents | - Other comprehensive income/(loss) for the period shifted from a **loss of HKD 61,182 thousand** in 2024 to a **gain of HKD 76,119 thousand** in 2025, primarily due to changes in exchange differences[12](index=12&type=chunk) [Condensed Consolidated Statement of Financial Position](index=8&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's total assets and net assets both increased, with net current assets rising to HKD 5.236 billion, indicating improved liquidity Condensed Consolidated Statement of Financial Position Summary (HKD thousands) | Indicator | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Non-current assets | 2,812,412 | 2,690,320 | | Current assets | 16,829,592 | 16,286,472 | | **Total assets** | **19,642,004** | **18,976,792** | | Current liabilities | 11,593,095 | 11,725,820 | | Non-current liabilities | 14,182 | 14,685 | | **Total liabilities** | **11,607,277** | **11,740,505** | | Net current assets | 5,236,497 | 4,560,652 | | Net assets | 8,034,727 | 7,236,287 | | Total equity | 8,034,727 | 7,236,287 | - Interests in associates increased to **HKD 2.512 billion** from **HKD 2.368 billion** at the end of 2024[13](index=13&type=chunk) - Inventories decreased from **HKD 3.635 billion** at the end of 2024 to **HKD 1.915 billion** as of June 30, 2025[13](index=13&type=chunk) - Cash and bank balances increased to **HKD 7.417 billion** from **HKD 6.396 billion** at the end of 2024[13](index=13&type=chunk) [Condensed Consolidated Statement of Changes in Equity](index=10&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2025, equity attributable to owners of the company increased to HKD 6.927 billion, primarily due to profit for the period and capital increase from new share issuance Summary of Changes in Equity Attributable to Owners of the Company (HKD thousands) | Indicator | January 1, 2025 (Audited) | Profit for the period | Other comprehensive income/(loss) for the period | Issue of new shares | Other movements | June 30, 2025 (Unaudited) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Share capital | 33,679 | — | — | 2,037 | — | 35,716 | | Share premium account | 1,877,644 | — | — | 405,363 | — | 2,283,007 | | Capital reserve | 486,616 | — | — | — | (1,885) | 484,731 | | Investment revaluation reserve | (2,995) | — | 581 | — | — | (2,414) | | Exchange fluctuation reserve | (278,229) | — | 83,794 | — | — | (194,435) | | Accumulated profits | 3,998,807 | 321,849 | — | — | — | 4,320,656 | | **Total attributable to owners of the Company** | **6,115,522** | **321,849** | **84,375** | **407,400** | **(1,885)** | **6,927,261** | | Non-controlling interests | 1,120,765 | 48,057 | (8,256) | — | (52,900) | 1,107,466 | | **Total equity** | **7,236,287** | **369,906** | **76,119** | **407,400** | **(54,800)** | **8,034,727** | - In the first half of 2025, the company's issuance of new shares generated **net proceeds of HKD 407,400 thousand**, with **HKD 2,037 thousand** credited to share capital and **HKD 405,363 thousand** to the share premium account[16](index=16&type=chunk)[66](index=66&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash from operating activities was HKD 2.379 billion, net cash used in investing activities was HKD 44.96 million, net cash used in financing activities was HKD 1.136 billion, and cash and cash equivalents at period-end were HKD 3.375 billion Condensed Consolidated Statement of Cash Flows Summary (HKD thousands) | Activity Type | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Net cash from operating activities | 2,379,324 | 4,357,075 | | Net cash used in investing activities | (44,956) | (692,699) | | Net cash used in financing activities | (1,135,956) | (2,056,305) | | Net increase in cash and cash equivalents | 1,198,412 | 1,608,071 | | Cash and cash equivalents at beginning of period | 2,165,073 | 2,689,687 | | Effect of foreign exchange rate changes | 11,193 | (21,150) | | **Cash and cash equivalents at end of period** | **3,374,678** | **4,276,608** | - Net cash from operating activities decreased by **45.4% year-on-year**, primarily due to lower cash generated from operations[19](index=19&type=chunk) - Net cash used in financing activities decreased by **44.8% year-on-year**, mainly due to reduced repayment of trust receipt loans and bank borrowings[19](index=19&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes to the condensed consolidated financial statements, covering key information such as basis of preparation, adoption of accounting standards, revenue and segment information, profit before tax components, income tax, earnings per share, dividends, asset movements, related party transactions, fair value measurement, and post-reporting period events [Basis of Preparation](index=13&type=section&id=Basis%20of%20Preparation) The condensed consolidated financial statements are prepared in accordance with HKAS 34 and the Listing Rules, with accounting policies consistent with the 2024 annual financial statements, measured on a going concern and historical cost basis - The financial statements are prepared in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting' issued by the HKICPA and the Listing Rules[22](index=22&type=chunk) - The accounting policies and methods of computation are consistent with those used in the annual financial statements for the year ended December 31, 2024[22](index=22&type=chunk) - The condensed consolidated financial statements are prepared on a going concern basis and measured at historical cost, except for certain financial instruments measured at fair value[25](index=25&type=chunk)[26](index=26&type=chunk) [Adoption of New and Revised Hong Kong Financial Reporting Standards](index=14&type=section&id=Adoption%20of%20New%20and%20Revised%20Hong%20Kong%20Financial%20Reporting%20Standards) The Group adopted all new and revised HKFRSs effective January 1, 2025, with no significant impact on accounting policies or financial statement presentation - The adoption of new and revised HKFRSs during the period did not result in significant changes to the Group's accounting policies or presentation of financial statements[27](index=27&type=chunk) [Revenue and Segment Information](index=15&type=section&id=Revenue%20and%20Segment%20Information) Group revenue primarily derives from goods trading and processing sales, and commission income from financial services. Segment data shows a significant decline in distribution, trading, and processing revenue, with a slight decrease in financial services revenue Revenue Analysis (HKD thousands) | Revenue Category | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Sales of goods trading and processing | 9,742,731 | 26,163,372 | | Commission income and brokerage fees from financial services | 139,469 | 144,944 | | Gains from derivative financial instruments | 146,584 | 172,104 | | Interest income from trust and segregated accounts | 109,319 | 108,393 | | **Total revenue** | **10,132,488** | **26,582,474** | Segment Revenue and Profit (HKD thousands) | Segment | 2025 Revenue | 2025 Segment Profit | 2024 Revenue | 2024 Segment Profit | | :--- | :--- | :--- | :--- | :--- | | Distribution, trading and processing | 9,737,116 | 132,980 | 26,157,033 | 244,030 | | Financial services | 395,372 | 159,942 | 425,441 | 63,387 | | **Total** | **10,132,488** | **292,922** | **26,582,474** | **307,417** | Geographical Distribution of Revenue from Contracts with Customers (HKD thousands) | Geographical Market | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Hong Kong | 139,003 | 117,533 | | Singapore | 2,762,721 | 18,626,186 | | China | 6,974,861 | 7,558,258 | | **Total revenue from contracts with customers** | **9,876,585** | **26,301,977** | [Profit Before Tax](index=20&type=section&id=Profit%20Before%20Tax) Profit before tax was influenced by reduced finance costs, lower bank deposit interest income, increased fair value losses on financial assets at profit or loss, and no provision for alleged misappropriation of funds in 2025 Items Deducted From/(Credited To) Profit Before Tax (HKD thousands) | Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Finance costs | 8,865 | 14,637 | | Interest income from bank deposits | (38,017) | (55,960) | | Loss on fair value changes of financial assets at profit or loss | 13,405 | 5,363 | | Depreciation | 15,387 | 15,485 | | Provision for loss due to alleged misappropriation of funds | — | 167,660 | | Exchange (gain)/loss, net | (4,717) | 36,007 | | Directors' emoluments | 3,040 | 3,440 | | Other staff costs | 92,687 | 105,468 | [Income Tax](index=21&type=section&id=Income%20Tax) The Group's income tax expense primarily arises from China and Singapore, with Singapore operations benefiting from preferential tax rates under the Global Trader Programme (GTP) Income Tax Expense (HKD thousands) | Tax Category | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Hong Kong Profits Tax | 649 | 75 | | PRC Enterprise Income Tax | 16,163 | 9,319 | | Singapore Corporate Income Tax | 17,791 | 23,506 | | **Total** | **34,603** | **32,900** | - Singapore corporate income tax is levied at a **preferential rate of 5%** on income qualifying for the Global Trader Programme (GTP), and at a **standard rate of 17%** on other income[41](index=41&type=chunk) - PRC business income tax provision is calculated at a **rate of 25%**, with tax reductions available for small-profit enterprises[42](index=42&type=chunk) [Earnings Per Share](index=22&type=section&id=Earnings%20Per%20Share) For the six months ended June 30, 2025, basic earnings per share were HK 2.39 cents, with diluted earnings per share being equal to basic earnings per share due to no potential dilutive shares Basic Earnings Per Share Calculation (HKD thousands/thousands of shares) | Indicator | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Profit for the period attributable to owners of the Company for basic earnings per share calculation | 321,849 | 294,374 | | Weighted average number of ordinary shares for basic earnings per share calculation | 13,484,853 | 13,471,345 | | **Basic earnings per share** | **HK 2.39 cents** | **HK 2.19 cents** | - The Company has no instruments that could potentially dilute shares, thus basic and diluted earnings per share are equal[45](index=45&type=chunk) [Dividends](index=23&type=section&id=Dividends) The Board of Directors does not recommend an interim dividend for the period ended June 30, 2025 - The Directors do not recommend an interim dividend for the period ended June 30, 2025 (2024: nil)[48](index=48&type=chunk) - Dividends declared in 2024 amounted to **HKD 269,427 thousand**, representing an interim dividend of **HK 2 cents per ordinary share** for the year ended December 31, 2023[48](index=48&type=chunk) [Movements in Property, Plant and Equipment](index=23&type=section&id=Movements%20in%20Property%2C%20Plant%20and%20Equipment) For the six months ended June 30, 2025, the Group acquired approximately HKD 9.698 million in property, plant, and equipment, with no disposals during the period - The Group acquired approximately **HKD 9,698 thousand** in property, plant, and equipment in the first half of 2025, a significant increase from **HKD 1,452 thousand** in the same period of 2024[49](index=49&type=chunk) - There were no disposals of property, plant, and equipment for the six months ended June 30, 2025[49](index=49&type=chunk) [Investment in Associates](index=23&type=section&id=Investment%20in%20Associates) The Group's total interests in associates increased to HKD 2.512 billion, primarily invested in mining trade and investment holding companies in China and Singapore Investment in Associates (HKD thousands) | Region | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | In China | 544,004 | 526,104 | | In Singapore | 1,968,133 | 1,841,805 | | **Total** | **2,512,137** | **2,367,909** | - Key associates include Lianyungang Hengxintong Mining Co. Ltd. (China, bulk ore trading and processing, **30% interest**), Green Esteel Pte. Ltd. (Singapore, investment holding and iron ore trading, **20.2% interest**), and Shandong Energy Group Ronghui International Trading Co. Ltd. (China, bulk ore trading, **49% interest**)[52](index=52&type=chunk) [Inventories](index=24&type=section&id=Inventories) As of June 30, 2025, the Group's total inventories amounted to HKD 1.915 billion, with finished goods accounting for the vast majority Inventories Composition (HKD thousands) | Category | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Raw materials | 11,930 | 33,288 | | Finished goods | 1,903,216 | 3,602,063 | | **Total** | **1,915,146** | **3,635,351** | - Total inventories significantly decreased from **HKD 3.635 billion** at the end of 2024, primarily due to a reduction in finished goods[53](index=53&type=chunk) [Trade and Bills Receivables](index=25&type=section&id=Trade%20and%20Bills%20Receivables) As of June 30, 2025, total trade and bills receivables were HKD 2.754 billion, with an average credit term of 30 to 90 days, and no bad debt provision made during the period Trade and Bills Receivables Ageing Analysis (HKD thousands) | Ageing | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | 0 to 90 days | 2,610,096 | 2,330,160 | | 91 to 180 days | 134,909 | 3,941 | | Over 180 days | 9,072 | 10,582 | | **Total** | **2,754,077** | **2,344,683** | - Most of the Group's sales require upfront payment, with the remaining sales conducted via letters of credit or documents against payment, with an average credit term of **30 to 90 days**[55](index=55&type=chunk) - No bad debt provision was made for trade and bills receivables during the interim period or at the end of the reporting period[56](index=56&type=chunk) [Accounts Receivable](index=26&type=section&id=Accounts%20Receivable) As of June 30, 2025, total accounts receivable amounted to HKD 3.393 billion, primarily arising from futures contract trading business Accounts Receivable Composition (HKD thousands) | Category | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | From futures contract trading business: brokers and dealers - client balances | 2,849,283 | 2,477,386 | | From futures contract trading business: brokers and dealers - company balances | 541,180 | 396,971 | | From financial services: clients | 2,429 | 21,405 | | **Total** | **3,392,892** | **2,895,762** | - Receivables from brokers and dealers are all current and repayable on demand[57](index=57&type=chunk) [Derivative Financial Instruments](index=27&type=section&id=Derivative%20Financial%20Instruments) As of June 30, 2025, derivative assets were HKD 548 million, liabilities were HKD 625 million, resulting in a net liability of HKD 76.46 million Derivative Financial Instruments Assets and Liabilities (HKD thousands) | Category | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Assets | 548,184 | 415,765 | | Liabilities | (624,643) | (397,397) | | **Total net derivative financial instruments** | **(76,459)** | **18,368** | - Derivative financial instruments primarily consist of futures contracts, including sell and buy contracts[59](index=59&type=chunk) [Prepayments, Deposits and Other Receivables](index=27&type=section&id=Prepayments%2C%20Deposits%20and%20Other%20Receivables) As of June 30, 2025, total prepayments, deposits, and other receivables amounted to HKD 763 million, with trade deposits constituting the major portion Prepayments, Deposits and Other Receivables Composition (HKD thousands) | Category | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Trade deposits | 595,115 | 191,811 | | Value-added tax recoverable | 68,426 | 313,637 | | Prepayments, deposits and other receivables | 99,904 | 89,379 | | **Total** | **763,445** | **594,827** | - Trade deposits significantly increased from **HKD 192 million** at the end of 2024 to **HKD 595 million** as of June 30, 2025[60](index=60&type=chunk) [Cash and Bank Balances](index=28&type=section&id=Cash%20and%20Bank%20Balances) As of June 30, 2025, the Group's total cash and bank balances were HKD 7.417 billion, including general accounts, restricted deposits, and trust and segregated accounts Cash and Bank Balances Composition (HKD thousands) | Category | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Bank cash - general accounts | 3,374,678 | 2,165,073 | | Bank cash - restricted deposits | 583,596 | 582,129 | | Bank cash - trust and segregated accounts | 3,458,494 | 3,649,060 | | **Total** | **7,416,768** | **6,396,262** | - Restricted bank deposits primarily serve as collateral for bills payable and bank financing[61](index=61&type=chunk) - Client monies in trust and segregated accounts are liabilities of the Group but cannot be used to settle its own liabilities[61](index=61&type=chunk) [Trade and Bills Payables](index=29&type=section&id=Trade%20and%20Bills%20Payables) As of June 30, 2025, total trade and bills payables were HKD 4.106 billion, with the majority due within 90 days Trade and Bills Payables Ageing Analysis (HKD thousands) | Ageing | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Within 90 days | 2,969,603 | 3,311,406 | | 91 to 180 days | 1,108,570 | 542,048 | | 181 to 365 days | 25,725 | 11,364 | | Over one year | 2,475 | 5,283 | | **Total** | **4,106,373** | **3,870,101** | - Total trade and bills payables increased from **HKD 3.870 billion** at the end of 2024[63](index=63&type=chunk) [Accounts Payable](index=29&type=section&id=Accounts%20Payable) As of June 30, 2025, total accounts payable amounted to HKD 5.468 billion, primarily comprising client margin deposits from futures contract trading business Accounts Payable Composition (HKD thousands) | Category | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | From futures contract trading business | 5,467,849 | 5,775,864 | | **Total** | **5,467,849** | **5,775,864** | - Accounts payable primarily represent client margin deposits received for futures contract trading, repayable upon contract closure[64](index=64&type=chunk) [Amount Due to an Associate](index=30&type=section&id=Amount%20Due%20to%20an%20Associate) As of June 30, 2025, the amount due to an associate was HKD 780 million, which is unsecured, interest-free, and repayable within one year - The amount due to an associate was **HKD 780,000 thousand** (December 31, 2024: **HKD 1,141,920 thousand**)[15](index=15&type=chunk)[65](index=65&type=chunk) - This amount is unsecured, interest-free, and repayable within one year[65](index=65&type=chunk) [Share Capital](index=30&type=section&id=Share%20Capital) As of June 30, 2025, the company's issued and fully paid share capital was HKD 35.716 million, primarily due to the issuance of new shares under general mandate Share Capital Movements (HKD thousands/thousands of shares) | Category | January 1, 2024/December 31, 2024 | Issue of new shares under general mandate | June 30, 2025 | | :--- | :--- | :--- | :--- | | Number of issued and fully paid ordinary shares | 13,471,345 | 815,000 | 14,286,345 | | Issued and fully paid share capital | 33,679 | 2,037 | 35,716 | - On June 13, 2025, the company issued **815 million new ordinary shares** at **HKD 0.5 per share**, for a total consideration of approximately **HKD 407.5 million**, with net proceeds of approximately **HKD 407.4 million**[66](index=66&type=chunk) [Related Party Transactions](index=31&type=section&id=Related%20Party%20Transactions) The Group engaged in several significant related party transactions, including key management personnel compensation, receivables and payables, brokerage and commission income, and sales and purchases of trading goods Key Management Personnel Compensation (HKD thousands) | Compensation Category | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Salaries, allowances and other benefits in kind | 2,940 | 3,360 | | Retirement benefit scheme contributions | 100 | 80 | | **Total** | **3,040** | **3,440** | - Trade receivables from an associate of the Company significantly decreased from **HKD 821 million** at the end of 2024 to **HKD 4.494 million** as of June 30, 2025[69](index=69&type=chunk) - Brokerage and commission income from related parties significantly increased to **HKD 22,333 thousand** in the first half of 2025 (2024: **HKD 13,794 thousand**)[71](index=71&type=chunk) - Sales of trading goods to related parties and income from processing increased to **HKD 134,686 thousand** in the first half of 2025 (2024: **HKD 49,769 thousand**)[71](index=71&type=chunk) [Fair Value Measurement](index=34&type=section&id=Fair%20Value%20Measurement) The Group's financial assets and liabilities are measured using a three-level fair value hierarchy, with Level 3 measurements primarily involving unlisted funds and private equity investments valued using the net asset and market approaches - Fair value measurements are categorized into three levels: Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs)[74](index=74&type=chunk) Total Recurring Fair Value Measurements (HKD thousands) | Description | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Financial assets at fair value through other comprehensive income | 20,153 | 19,572 | | Financial assets at fair value through profit or loss | 105,457 | 83,631 | | Net derivative financial instruments | (76,459) | 18,368 | | **Total recurring fair value measurements** | **49,151** | **121,571** | - For Level 3 fair value measurements, unlisted funds are valued using the net asset approach, and equity investments use the market approach (guideline transaction method), considering unobservable inputs such as marketability discounts and P/E multiples[83](index=83&type=chunk)[84](index=84&type=chunk) [Capital Commitments](index=40&type=section&id=Capital%20Commitments) As of June 30, 2025, the Group had no significant capital commitments - As of June 30, 2025, the Group had no significant capital commitments (December 31, 2024: nil)[85](index=85&type=chunk) [Events After the Reporting Period](index=41&type=section&id=Events%20After%20the%20Reporting%20Period) Post-reporting period events include a change in company name and the signing of two significant acquisition agreements for a 60% interest in an Indonesian nickel mining business and a 60% equity stake in Anhui Chujiang Hengchuang Enterprise Management Consulting Co. Ltd - In July 2025, the company's name changed from 'Theme International Holdings Limited' to 'Deep Source Holdings Limited' (至源控股有限公司)[87](index=87&type=chunk) - In August 2025, a memorandum of understanding was signed to acquire a **60% interest** in PT Aneka Tambang Resources Indonesia, a nickel commodity mining company, for **USD 9.9 million**[87](index=87&type=chunk) - On August 26, 2025, a sale and purchase agreement was signed to acquire a **60% equity stake** in Anhui Chujiang Hengchuang Enterprise Management Consulting Co. Ltd. for **RMB 900 million**[88](index=88&type=chunk) [Approval of Condensed Consolidated Financial Statements](index=41&type=section&id=Approval%20of%20Condensed%20Consolidated%20Financial%20Statements) The condensed consolidated financial statements were approved and authorized for issue by the Board of Directors on August 29, 2025 - The condensed consolidated financial statements were approved and authorized for issue by the Board of Directors on August 29, 2025[89](index=89&type=chunk) [Management Discussion and Analysis](index=42&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the Group's financial performance, business operations, future strategies, and key developments, including fundraising activities and risk factors [Financial and Business Review](index=42&type=section&id=Financial%20and%20Business%20Review) For the six months ended June 30, 2025, the Group's revenue significantly decreased by 62%, primarily due to reduced silver and gold bullion trading volume. Despite the revenue decline, profit for the period grew by 19.6%, mainly benefiting from no provision for alleged misappropriation of funds and increased profit contribution from associates Financial and Business Review Summary (HKD thousands) | Indicator | 2025 (H1) | 2024 (H1) | Year-on-year change | | :--- | :--- | :--- | :--- | | Revenue | 10,132,488 | 26,582,474 | -62% | | Profit for the period | 369,906 | 309,184 | +19.6% | | Basic earnings per share (HK cents) | 2.39 | 2.19 | +9.1% | - Revenue from distribution, trading, and processing business decreased from **HKD 26.157 billion** to **HKD 9.737 billion**, primarily due to reduced silver and gold bullion trading volume which ceased in the second half of 2024[94](index=94&type=chunk) - Financial services revenue decreased from **HKD 425 million** to **HKD 395 million**, mainly due to reduced trading activities[94](index=94&type=chunk) - Gross profit decreased from **HKD 625 million** to **HKD 371 million**, primarily due to reduced trading activities in the distribution, trading, and processing segment[94](index=94&type=chunk) - Other income amounted to approximately **HKD 56.41 million** (2024: other losses of approximately **HKD 147 million**), mainly due to no provision for alleged misappropriation of funds during the interim period (2024: **HKD 168 million**) and exchange gains[95](index=95&type=chunk) - Share of profit of associates totaled **HKD 140 million** (2024: **HKD 64.81 million**), primarily from an increased share of profit from Green Esteel Pte. Ltd. associate[96](index=96&type=chunk) [Future Outlook](index=44&type=section&id=Future%20Outlook) The Group will focus on the continued development of its financial services and distribution, trading, and processing businesses, including expanding global derivatives trading, asset management, and commodity trading, while actively seeking acquisition opportunities [Financial Services Business](index=44&type=section&id=Financial%20Services%20Business) The Group offers a wide range of financial services, including lending, securities and derivatives trading and clearing, asset management, and fund management, holding regulatory licenses in major global financial centers to provide a one-stop service model - The Group conducts lending business in Hong Kong through Asia Expansion Limited, targeting Hong Kong corporate clients, with loans typically secured by collateral or guarantees[100](index=100&type=chunk) - The Group holds Type 1 (dealing in securities) and Type 2 (dealing in futures contracts) licenses issued by the Hong Kong Securities and Futures Commission, as well as a Capital Markets Services (CMS) license from the Monetary Authority of Singapore and a license from the UK Financial Conduct Authority (FCA)[102](index=102&type=chunk)[103](index=103&type=chunk) - The Group's subsidiaries have transformed into licensed fund management companies, managing collective investment schemes focused on trading listed derivatives and other capital market products[103](index=103&type=chunk) - BPI Financial Group Ltd (BPI) has gained significant market share in the clearing of international iron ore derivatives, thermal and coking coal, Shanghai crude oil with sulfur, and internationally traded crude oil contracts, and was awarded the SGX Annual Most Active Commodity Futures Broker award[104](index=104&type=chunk) [Distribution, Trading and Processing Business](index=46&type=section&id=Distribution%2C%20Trading%20and%20Processing%20Business) The Group will continue to focus on its development and expansion in Hong Kong, Singapore, China, and Indonesia, actively seeking other acquisition opportunities to broaden its business scope - The Group continues to focus on its development and expansion in Hong Kong, Singapore, China, and Indonesia[105](index=105&type=chunk) - The Group acquired several chemical trading companies in Singapore in 2022 and will actively seek other acquisition opportunities in the future[105](index=105&type=chunk) [Change of Company Name](index=46&type=section&id=Change%20of%20Company%20Name) The company's name was changed from 'Theme International Holdings Limited' to 'Deep Source Holdings Limited' (至源控股有限公司) in July 2025 to better reflect the Group's future business development and corporate image - In July 2025, the company's name changed from 'Theme International Holdings Limited' to 'Deep Source Holdings Limited', adopting '至源控股有限公司' as its new Chinese name[106](index=106&type=chunk) - The Board believes that the change of company name will provide a more suitable corporate image and identity for the company, benefiting its future business development[108](index=108&type=chunk) [Fundraising Activities](index=47&type=section&id=Fundraising%20Activities) In June 2025, the company raised approximately HKD 407.4 million net proceeds through new share issuance, primarily for expanding Indonesian operations, acquiring mining rights, nickel and bauxite trading and processing, logistics system construction, and general working capital - On June 13, 2025, the company issued **815 million new shares** at **HKD 0.5 per share**, generating net proceeds of approximately **HKD 407.4 million**[109](index=109&type=chunk) Intended Use of Net Proceeds (HKD 407.4 million) | Purpose | Proportion | | :--- | :--- | | Expansion of Indonesian business (acquisitions or joint ventures) | Approximately 10% to 20% | | Acquisition of mining rights for nickel ore and bauxite deposits | Approximately 30% to 40% | | Trading and processing of nickel ore and bauxite | Approximately 20% to 30% | | Construction of logistics and transportation system and fleet | Approximately 10% to 20% | | General working capital | Remaining portion | - The net proceeds remain unutilized and are expected to be deployed by the **first quarter of 2026**[111](index=111&type=chunk) [Alleged Breach of Fiduciary Duties and Misappropriation of Funds](index=49&type=section&id=Alleged%20Breach%20of%20Fiduciary%20Duties%20and%20Misappropriation%20of%20Funds) Company management discovered alleged misappropriation of funds by a director and employees of a non-wholly owned Singaporean subsidiary, reported it to the police, and initiated legal proceedings. The company implemented internal control review recommendations and believes the incident will not materially adversely affect the Group's daily operations and financial position - The company made a provision of approximately **HKD 167 million** in the first half of 2024 due to alleged misappropriation of funds by a Singaporean subsidiary[113](index=113&type=chunk) - The matter was reported to the Singapore police, and legal actions have been initiated against the alleged director, employees, and counterparties[113](index=113&type=chunk) - RSM Corporate Advisory Pte Ltd was engaged to conduct an internal control review, and its recommendations have been adopted and implemented[114](index=114&type=chunk) - The Board assessed that the alleged misappropriation will not affect the Group's daily operations or materially adversely impact its cash flows, financial position, and business operations[114](index=114&type=chunk) [Interim Dividend](index=50&type=section&id=Interim%20Dividend) The Board of Directors does not recommend an interim dividend for the period ended June 30, 2025 - The Directors do not recommend an interim dividend for the period ended June 30, 2025 (2024: nil)[115](index=115&type=chunk) [Share Repurchase](index=50&type=section&id=Share%20Repurchase) The Board of Directors approved a share repurchase program up to HKD 270 million, but no shares have been repurchased as of the interim report date - The Board has approved a share repurchase program authorizing the company to purchase shares totaling up to approximately **HKD 270 million**[116](index=116&type=chunk) - As of the date of this interim report, the company has not repurchased any of its shares[116](index=116&type=chunk) [Events After the Reporting Period](index=50&type=section&id=Events%20After%20the%20Reporting%20Period) Post-reporting period events include a change in company name and the signing of two significant acquisition agreements for a 60% interest in an Indonesian nickel mining business and a 60% equity stake in Anhui Chujiang Hengchuang Enterprise Management Consulting Co. Ltd - In July 2025, the company's name changed from 'Theme International Holdings Limited' to 'Deep Source Holdings Limited' (至源控股有限公司)[117](index=117&type=chunk) - In August 2025, a memorandum of understanding was signed to acquire a **60% interest** in PT Aneka Tambang Resources Indonesia, a nickel commodity mining company, for **USD 9.9 million**[117](index=117&type=chunk) - On August 26, 2025, a sale and purchase agreement was signed to acquire a **60% equity stake** in Anhui Chujiang Hengchuang Enterprise Management Consulting Co. Ltd. for **RMB 900 million**[119](index=119&type=chunk) [Pledge of Assets](index=51&type=section&id=Pledge%20of%20Assets) As of June 30, 2025, approximately HKD 584 million in restricted deposits were pledged as collateral for bills payable and bank financing, with no other assets pledged - As of June 30, 2025, restricted deposits of approximately **HKD 583,596 thousand** were pledged as collateral for the Group's bills payable and bank financing[120](index=120&type=chunk) - Save as aforesaid, no other assets of the Group were pledged or encumbered[120](index=120&type=chunk) [Contingent Liabilities](index=51&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities[121](index=121&type=chunk) [Material Acquisitions and Disposals](index=51&type=section&id=Material%20Acquisitions%20and%20Disposals) For the period ended June 30, 2025, the Group had no material acquisitions or disposals of subsidiaries, associates, and joint ventures requiring disclosure - For the period ended June 30, 2025, the Group had no material acquisitions or disposals of subsidiaries, associates, and joint ventures requiring disclosure under the Listing Rules[122](index=122&type=chunk) [Share Capital](index=51&type=section&id=Share%20Capital) Details of the company's share capital movements for the period ended June 30, 2025, are provided in Note 19 to the condensed consolidated financial statements - Details of the company's share capital movements for the period ended June 30, 2025, are set out in Note 19 to the condensed consolidated financial statements[123](index=123&type=chunk) [Reserves](index=51&type=section&id=Reserves) Details of the Group's reserve movements during the period are presented in the condensed consolidated statement of changes in equity - Details of the Group's reserve movements during the period are set out in the condensed consolidated statement of changes in equity on page 9 of this interim report[124](index=124&type=chunk) [Key Risks and Uncertainties](index=52&type=section&id=Key%20Risks%20and%20Uncertainties) The Group faces multiple key risks and uncertainties, including commodity price volatility, exchange rate risk, counterparty credit and performance risk, interest rate risk, legal, regulatory, and compliance risk, and price risk - Commodity price risk: Revenue and profit are affected by commodity price fluctuations, which may lead to unstable operating results[125](index=125&type=chunk) - Exchange rate fluctuation risk: The Group faces exchange rate fluctuation risk due to RMB-denominated transactions and continuously monitors foreign exchange risk[126](index=126&type=chunk) - Counterparty credit and performance risk: The risk of client non-performance is mitigated by requiring credit support and using credit enhancement products such as letters of credit[127](index=127&type=chunk) - Interest rate risk: Floating-rate debt is primarily used for working capital and is subject to fluctuations in prevailing market interest rates[128](index=128&type=chunk) - Legal, regulatory, and compliance risk: Failure to comply with applicable laws and regulations may result in sanctions, financial losses, or reputational damage; the Group regularly monitors and seeks external professional advice[129](index=129&type=chunk)[131](index=131&type=chunk) - Price risk: Financial assets and derivative instruments measured at fair value through profit or loss are exposed to price risk from equity securities and forward contracts, managed by maintaining a portfolio with diverse risk profiles[132](index=132&type=chunk) [Liquidity and Financial Resources](index=53&type=section&id=Liquidity%20and%20Financial%20Resources) As of June 30, 2025, the Group's net current assets and net assets both increased, with a current ratio of 1.45, a gearing ratio of 0.03, and sufficient unutilized bank letter of credit facilities Liquidity and Financial Resources Summary (HKD thousands) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Net current assets | 5,236,497 | 4,560,652 | | Net assets | 8,034,727 | 7,236,287 | | Total loans and other borrowings | 211,452 | 142,930 | | Current ratio | 1.45 | 1.39 | | Gearing ratio | 0.03 | 0.02 | | Unutilized bank letter of credit facilities (HKD equivalent) | 5,626,483 | 4,709,266 | [Capital Expenditure and Capital Commitments](index=54&type=section&id=Capital%20Expenditure%20and%20Capital%20Commitments) The Group's total capital expenditure for the interim period was HKD 9.698 million, primarily for additions to property, plant, and equipment, with no significant capital commitments - The Group's total capital expenditure for the interim period amounted to **HKD 9,698 thousand** (2024: **HKD 1,452 thousand**), primarily for additions to property, plant, and equipment[134](index=134&type=chunk) - As of June 30, 2025, the Group had no significant capital expenditure commitments or capital commitments[134](index=134&type=chunk)[135](index=135&type=chunk) [Future Plans for Material Investments or Capital Assets](index=54&type=section&id=Future%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets) As of June 30, 2025, the Group had no other plans for material investments or capital assets - As of June 30, 2025, the Group had no other plans for material investments or capital assets[136](index=136&type=chunk) [Human Resources](index=54&type=section&id=Human%20Resources) As of June 30, 2025, the Group had 390 employees, with remuneration policies regularly reviewed by the Remuneration Committee and Directors, offering competitive compensation and share options - As of June 30, 2025, the Group had a total of **390 employees**, distributed across Hong Kong (**10**), Singapore (**131**), China (**246**), and the United Kingdom (**3**)[137](index=137&type=chunk) - The Remuneration Committee and Directors regularly review remuneration policies, offering competitive compensation packages and granting share options to selected employees based on the Group's performance[137](index=137&type=chunk) [Other Information](index=55&type=section&id=Other%20Information) This section covers corporate governance, directors' and major shareholders' interests, securities dealings, and audit committee functions, ensuring transparency and compliance [Compliance with Corporate Governance Code](index=55&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The company complied with the Corporate Governance Code in Appendix C1 of the Listing Rules for the six months ended June 30, 2025, with temporary deviations regarding the separation of Chairman and CEO roles and Chairman's attendance at the AGM due to a vacant Chairman position - The company has complied with all code provisions and certain recommended best practices of the Corporate Governance Code set out in Appendix C1 to the Listing Rules[140](index=140&type=chunk) - Due to the Chairman position being vacant since April 1, 2016, Executive Director Mr. Wu Lei temporarily assumed the role of Chairman during the interim period, resulting in a deviation from code provision C.2.1 (separation of roles of Chairman and Chief Executive Officer)[140](index=140&type=chunk) - Mr. Wu Lei attended the Annual General Meeting held on June 30, 2025, fulfilling the requirement of code provision F.2.2 (Chairman of the Board should attend the Annual General Meeting)[140](index=140&type=chunk) [Standard Securities Dealing Code for Directors](index=55&type=section&id=Standard%20Securities%20Dealing%20Code%20for%20Directors) All company directors confirmed compliance with the Standard Code for Securities Transactions by Directors of Listed Issuers in Appendix C3 of the Listing Rules for the six months ended June 30, 2025 - The company has made specific enquiries to all Directors, and each has confirmed compliance with the requirements of the Standard Code[141](index=141&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=55&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's securities[142](index=142&type=chunk) [Audit Committee](index=55&type=section&id=Audit%20Committee) The Audit Committee, comprising two independent non-executive directors and one non-executive director, is responsible for reviewing the company's annual and interim results, financial reporting, and internal control procedures - The Audit Committee comprises Mr. Wong Hok Pan (Chairman), Ms. Chan Lai Ping, and Mr. Ding Lin[143](index=143&type=chunk) - The Audit Committee has reviewed the Group's unaudited interim financial results for the six months ended June 30, 2025, and discussed accounting principles, internal controls, and financial reporting matters[144](index=144&type=chunk) [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures](index=56&type=section&id=Directors%27%20and%20Chief%20Executive%27s%20Interests%20and%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%20and%20Debentures) As of June 30, 2025, Mr. Ding Lin and Mr. Kang Jian held long positions in the company's shares, with Mr. Kang Jian also holding an interest in a non-wholly owned subsidiary of the company Directors' Long Positions (As of June 30, 2025) | Name of Director | Capacity | Number of Shares Held | Percentage of the Company's Share Capital | | :--- | :--- | :--- | :--- | | Ding Lin | Beneficial Owner | 1,010,000 | 0.007% | | Kang Jian | Beneficial Owner | 2,000,000 | 0.014% | - As of June 30, 2025, Mr. Kang Jian held a **10% interest** in Theme Capital Group Limited, a non-wholly owned subsidiary of the company[146](index=146&type=chunk) - Save as disclosed above, no Director, chief executive, or their associates had any interests or short positions in the shares, underlying shares, and debentures of the company or any of its associated corporations that were required to be recorded[145](index=145&type=chunk) [Disclosable Interests and Short Positions of Persons Other Than Directors and Chief Executive](index=57&type=section&id=Disclosable%20Interests%20and%20Short%20Positions%20of%20Persons%20Other%20Than%20Directors%20and%20Chief%20Executive) As of June 30, 2025, Mr. You Zhenhua was a substantial shareholder of the company, holding direct and indirect interests totaling 60.78% of the issued share capital Major Shareholders' Interests (As of June 30, 2025) | Name of Major Shareholder | Capacity and Nature of Interest | Number of Ordinary Shares Held | Approximate Percentage of the Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. You Zhenhua | Beneficial Owner | 5,820,000 | 0.04% | | | Interest in controlled corporation | 8,676,897,176 | 60.74% | | **Total** | | **8,682,717,176** | **60.78%** | - Mr. You Zhenhua indirectly holds a **100% interest** in Wide Bridge Limited and is therefore deemed to have an interest in the shares held by Wide Bridge[151](index=151&type=chunk) [Directors' Right to Acquire Securities](index=57&type=section&id=Directors%27%20Right%20to%20Acquire%20Securities) During the period, no arrangements were made by the company or its subsidiaries, holding company, or its subsidiaries, enabling directors, chief executives, or their spouses or minor children to acquire benefits by purchasing shares or debentures of the company or any other corporation - At no time during the period did the company, its subsidiaries, its holding company, or any subsidiary of its holding company enter into any arrangements that would enable the directors, chief executive, or their spouses or children under 18 years of age to acquire benefits by purchasing shares or debentures of the company or any other corporation[150](index=150&type=chunk) - Nor did any director of the company or their spouses or children under 18 years of age have any right to subscribe for securities of the company, or had exercised any such rights[150](index=150&type=chunk)

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 | 截至月份: | 2025年8月31日 | | | 狀態: | 新提交 | | --- | --- | --- | --- | --- | --- | | 致：香港交易及結算所有限公司 | | | | | | | 公司名稱: | 至源控股有限公司 | | | | | | 呈交日期: | 2025年9月2日 | | | | | | I. 法定/註冊股本變動 | | | | | | | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | 於香港聯交所上市 (註1) | 是 | | 證券代號 (如上市) | 00990 | 說明 | | | | | 證券代號 (如上市) | 00990 | 說明 | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | 法定/註冊股份數目 | | 面值 | | | 法定/註冊股本 | | 上月底結存 | | | 200,000,000,000 | HKD | 0.0025 | HKD | 500,000,000 | | ...

Core Viewpoint - The company reported a significant decline in revenue for the first half of 2025, while net profit showed an increase due to specific factors related to a subsidiary and joint ventures [1] Financial Performance - Revenue for the first half of 2025 was HKD 10.132 billion, representing a year-on-year decrease of 62% [1] - The profit attributable to equity holders was HKD 322 million, reflecting a year-on-year increase of 9.3% [1] - Basic earnings per share were HKD 0.0239 [1] Factors Influencing Performance - The increase in net profit was primarily due to the absence of provisions for losses related to an alleged fund misappropriation by a non-wholly owned subsidiary in Singapore during the reporting period [1] - Additionally, there was an increase in profits from joint ventures [1]

Group 1 - The core viewpoint of the article is that Zhiyuan Holdings (00990) reported a significant decline in revenue for the first half of 2025, while still managing to increase profit attributable to equity holders [1] - The company's revenue for the period was HKD 10.132 billion, representing a year-on-year decrease of 62% [1] - Profit attributable to equity holders increased to HKD 322 million, showing a year-on-year growth of 9.3% [1] - Basic earnings per share were reported at HKD 0.0239 [1] Group 2 - The increase in net profit was primarily due to the absence of provisions for losses related to an alleged fund misappropriation by a non-wholly owned subsidiary in Singapore during the interim period [1] - Additionally, the increase in share of profits from joint ventures contributed to the overall profit growth [1]

Core Insights - The company reported a revenue of HKD 10.132 billion for the six months ending June 30, 2025, representing a year-on-year decrease of 62% [1] - Gross profit was HKD 371 million, down 40.7% year-on-year [1] - Profit attributable to owners increased by 9.3% to HKD 322 million, with basic earnings per share at HKD 0.0239 [1] - The decline in gross profit was primarily due to reduced trading activities in the distribution, trading, and processing segments [1]

Company Information [Company Overview](index=1&type=section&id=Company%20Overview) Deep Source Holdings Limited (formerly Theme International Holdings Limited) and its subsidiaries primarily engage in the distribution, trading, and processing of commodities, as well as providing securities and derivatives financial services, margin financing, and fund management - The company's name has been changed from 'Theme International Holdings Limited' to 'Deep Source Holdings Limited', and its Chinese name from '榮暉國際集團有限公司' to '至源控股有限公司'[2](index=2&type=chunk)[80](index=80&type=chunk) - Principal businesses include the distribution, trading, and processing of commodities and related products in Hong Kong, Singapore, and China, as well as providing securities and derivatives financial services, margin financing, and fund management in Hong Kong and Singapore[65](index=65&type=chunk) [Board of Directors and Management](index=40&type=section&id=Board%20of%20Directors%20and%20Management) The Board of Directors comprises two executive directors, two non-executive directors, and three independent non-executive directors, with Mr. Wu Lei, an executive director, temporarily serving as Chairman, and Mr. Jiang Jiang as Chief Executive Officer - The Board of Directors consists of Mr. Jiang Jiang (Executive Director), Mr. Wu Lei (Executive Director), Mr. Ding Lin (Non-Executive Director), Mr. Kang Jian (Non-Executive Director), Mr. Liu Song (Independent Non-Executive Director), Ms. Chen Liping (Independent Non-Executive Director), and Mr. Huang Xuebin (Independent Non-Executive Director)[116](index=116&type=chunk) - The position of Chairman has been vacant since **April 1, 2016**, and is currently temporarily held by Executive Director Mr. Wu Lei, with Mr. Jiang Jiang serving as Chief Executive Officer[109](index=109&type=chunk) Financial Performance [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=1&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2025, the company's revenue significantly decreased by **62%** to **HKD 10,132,488 thousand**, but profit for the period increased by **19.6%** year-on-year to **HKD 369,906 thousand**, primarily due to increased other income and profit contributions from associates **Summary of Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30)** | Metric | 2025 (HKD Thousand) | 2024 (HKD Thousand) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 10,132,488 | 26,582,474 | -61.9% | | Cost of Sales | (9,761,575) | (25,957,389) | -62.4% | | Gross Profit | 370,913 | 625,085 | -40.7% | | Other Income, Gains and Losses | 56,409 | (146,662) | significant improvement | | Profit from Operations | 273,020 | 291,910 | -6.5% | | Share of Profit of Associates | 140,354 | 64,811 | +116.5% | | Profit Before Tax | 404,509 | 342,084 | +18.2% | | Profit for the Period | 369,906 | 309,184 | +19.6% | | Profit Attributable to Owners of the Company | 321,849 | 294,374 | +9.3% | | Basic and Diluted Earnings Per Share | HKD 2.39 cents | HKD 2.19 cents | +9.1% | [Condensed Consolidated Statement of Financial Position](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the company's total assets and net assets both increased, with a rise in net current assets, indicating a sound financial position **Summary of Condensed Consolidated Statement of Financial Position (As of June 30)** | Metric | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current Assets | 2,812,412 | 2,690,320 | +4.5% | | Current Assets | 16,829,592 | 16,286,472 | +3.3% | | Current Liabilities | 11,593,095 | 11,725,820 | -1.1% | | Net Current Assets | 5,236,497 | 4,560,652 | +14.8% | | Net Assets | 8,034,727 | 7,236,287 | +11.0% | | Equity Attributable to Owners of the Company | 6,927,261 | 6,115,522 | +13.3% | [Condensed Consolidated Statement of Changes in Equity](index=5&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2025, the company's total equity increased to **HKD 8,034,727 thousand**, primarily due to profit for the period, a positive shift in foreign currency translation reserve, and new share issuance **Summary of Condensed Consolidated Statement of Changes in Equity (For the six months ended June 30)** | Metric | June 30, 2025 (HKD Thousand) | January 1, 2024 (HKD Thousand) | Change (HKD Thousand) | | :--- | :--- | :--- | :--- | | Total Equity (End of Period) | 8,034,727 | 7,269,828 | +764,899 | | Equity Attributable to Owners of the Company (End of Period) | 6,927,261 | 6,198,499 | +728,762 | | Profit for the Period (Attributable to Owners of the Company) | 321,849 | 294,374 | +27,475 | | Total Comprehensive Income for the Period | 446,025 | 248,002 | +198,023 | | Issue of New Shares | 407,400 | — | +407,400 | [Condensed Consolidated Statement of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash from operating activities significantly decreased, but net cash used in financing activities also decreased, resulting in an increase in cash and cash equivalents at the end of the period **Summary of Condensed Consolidated Statement of Cash Flows (For the six months ended June 30)** | Metric | 2025 (HKD Thousand) | 2024 (HKD Thousand) | Year-on-Year Change (HKD Thousand) | | :--- | :--- | :--- | :--- | | Net Cash From Operating Activities | 2,379,324 | 4,357,075 | -1,977,751 | | Net Cash Used In Investing Activities | (44,956) | (692,699) | +647,743 | | Net Cash Used In Financing Activities | (1,135,956) | (2,056,305) | +920,349 | | Net Increase in Cash and Cash Equivalents | 1,198,412 | 1,608,071 | -409,659 | | Cash and Cash Equivalents at End of Period | 3,374,678 | 4,276,608 | -901,930 | Notes to the Financial Statements [Basis of Preparation and Accounting Policies](index=7&type=section&id=Basis%20of%20Preparation%20and%20Accounting%20Policies) The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting' and are consistent with the accounting policies and methods of computation used in the 2024 annual financial statements, with no significant changes resulting from new or revised HKFRSs adopted in the current period - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting' and should be read in conjunction with the **2024** annual financial statements[9](index=9&type=chunk) - The accounting policies and methods of computation used in the preparation are consistent with those used in the annual financial statements for the year ended **December 31, 2024**[9](index=9&type=chunk) - The adoption of new and revised Hong Kong Financial Reporting Standards in the current period did not result in significant changes to accounting policies, presentation, or amounts reported in the financial statements[14](index=14&type=chunk) [Revenue and Segment Information](index=8&type=section&id=Revenue%20and%20Segment%20Information) The Group's revenue primarily derives from sales of goods trading and processing, and financial services commission income; segment information indicates a significant decrease in revenue from distribution, trading, and processing, while financial services revenue slightly declined [Revenue Analysis](index=8&type=section&id=Revenue%20Analysis) For the six months ended June 30, 2025, total revenue from contracts with customers was **HKD 9,876,585 thousand**, with sales of goods trading and processing accounting for the vast majority, but significantly lower than the prior period **Revenue Analysis (For the six months ended June 30)** | Source of Revenue | 2025 (HKD Thousand) | 2024 (HKD Thousand) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Sales of Goods Trading and Processing | 9,742,731 | 26,163,372 | -62.8% | | Commission Income and Brokerage Fees from Financial Services | 139,469 | 144,944 | -3.8% | | Total Revenue from Contracts with Customers | 9,876,585 | 26,301,977 | -62.5% | | Other Income (Gains from Derivative Transactions, Interest Income) | 255,903 | 280,497 | -8.7% | | Total Revenue | 10,132,488 | 26,582,474 | -61.9% | [Segment Results and Assets and Liabilities](index=9&type=section&id=Segment%20Results%20and%20Assets%20and%20Liabilities) Both revenue and profit for the Distribution, Trading, and Processing segment significantly decreased, while the Financial Services segment saw substantial profit growth, partially offsetting the overall revenue decline **Segment Results (For the six months ended June 30)** | Segment | 2025 Revenue (HKD Thousand) | 2024 Revenue (HKD Thousand) | 2025 Segment Profit (HKD Thousand) | 2024 Segment Profit (HKD Thousand) | | :--- | :--- | :--- | :--- | :--- | | Distribution, Trading and Processing | 9,737,116 | 26,157,033 | 132,980 | 244,030 | | Financial Services | 395,372 | 425,441 | 159,942 | 63,387 | | Total | 10,132,488 | 26,582,474 | 292,922 | 307,417 | **Segment Assets and Liabilities (As of June 30)** | Segment | June 30, 2025 Segment Assets (HKD Thousand) | December 31, 2024 Segment Assets (HKD Thousand) | June 30, 2025 Segment Liabilities (HKD Thousand) | December 31, 2024 Segment Liabilities (HKD Thousand) | | :--- | :--- | :--- | :--- | :--- | | Distribution, Trading and Processing | 8,278,945 | 8,103,710 | 4,402,329 | 4,152,062 | | Financial Services | 8,379,663 | 8,408,809 | 6,154,449 | 6,234,034 | | Total | 16,658,608 | 16,512,519 | 10,556,778 | 10,386,096 | [Geographical and Product Revenue](index=11&type=section&id=Geographical%20and%20Product%20Revenue) Revenue from contracts with customers in Singapore significantly decreased, primarily due to reduced silver and gold bullion trading, while China's revenue slightly declined and Hong Kong's revenue increased **Revenue from Contracts with Customers by Geographical Market (For the six months ended June 30)** | Geographical Market | 2025 (HKD Thousand) | 2024 (HKD Thousand) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Hong Kong | 139,003 | 117,533 | +18.3% | | Singapore | 2,762,721 | 18,626,186 | -85.2% | | China | 6,974,861 | 7,558,258 | -7.7% | | Total Revenue from Contracts with Customers | 9,876,585 | 26,301,977 | -62.5% | **Revenue from Contracts with Customers by Major Product/Service (For the six months ended June 30)** | Major Product/Service | 2025 (HKD Thousand) | 2024 (HKD Thousand) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Trading and Processing of Commodities | 9,737,116 | 26,157,033 | -62.8% | | Commission Income and Brokerage Fees | 139,469 | 144,944 | -3.8% | | Total | 9,876,585 | 26,301,977 | -62.5% | [Items in Profit Before Tax](index=12&type=section&id=Items%20in%20Profit%20Before%20Tax) For the six months ended June 30, 2025, both finance costs and interest income from bank deposits decreased, while losses from fair value changes of financial assets at fair value through profit or loss increased; notably, no provision for losses due to alleged misappropriation of funds was made this period, unlike a significant provision in the prior period **Items Deducted From / (Credited To) Profit Before Tax (For the six months ended June 30)** | Item | 2025 (HKD Thousand) | 2024 (HKD Thousand) | Year-on-Year Change (HKD Thousand) | | :--- | :--- | :--- | :--- | | Finance Costs | 8,865 | 14,637 | -5,772 | | Interest Income from Bank Deposits | (38,017) | (55,960) | +17,943 | | Losses from Fair Value Changes of Financial Assets at Fair Value Through Profit or Loss | 13,405 | 5,363 | +8,042 | | Depreciation (Property, Plant and Equipment) | 9,386 | 8,176 | +1,210 | | Depreciation (Right-of-use Assets) | 6,001 | 7,309 | -1,308 | | Provision for Losses Due to Alleged Misappropriation of Funds | — | 167,660 | -167,660 | | Exchange (Gains) / Losses, Net | (4,717) | 36,007 | significant improvement | | Directors' Remuneration | 3,040 | 3,440 | -400 | | Other Staff Costs | 92,687 | 105,468 | -12,781 | [Income Tax](index=13&type=section&id=Income%20Tax) Current period income tax expense slightly increased, mainly from China corporate income tax and Singapore corporate income tax; the company applies different tax policies in Hong Kong, Singapore, and China, including Singapore's Global Trader Programme (GTP) preferential tax rate and China's small-profit enterprise tax reduction **Income Tax Expense (For the six months ended June 30)** | Tax Type | 2025 (HKD Thousand) | 2024 (HKD Thousand) | Year-on-Year Change (HKD Thousand) | | :--- | :--- | :--- | :--- | | Hong Kong Profits Tax | 649 | 75 | +574 | | China Corporate Income Tax | 16,163 | 9,319 | +6,844 | | Singapore Corporate Income Tax | 17,791 | 23,506 | -5,715 | | Total | 34,603 | 32,900 | +1,703 | - Singapore subsidiary Bright Point Trading Pte. Ltd. benefits from the Global Trader Programme (GTP) incentive, with a portion of eligible income taxed at a preferential rate of **5%**[26](index=26&type=chunk) - Income tax provision for China operations is calculated at a **25%** tax rate, except for small-profit enterprises which enjoy tax reductions[26](index=26&type=chunk) [Earnings Per Share](index=14&type=section&id=Earnings%20Per%20Share) For the six months ended June 30, 2025, basic earnings per share were **HKD 2.39 cents**, an increase from the prior period; basic and diluted earnings per share are equal as no potentially dilutive shares were issued **Earnings Per Share (For the six months ended June 30)** | Metric | 2025 | 2024 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Profit Attributable to Owners of the Company (HKD Thousand) | 321,849 | 294,374 | +9.3% | | Weighted Average Number of Ordinary Shares (Thousands) | 13,484,853 | 13,471,345 | +0.1% | | Basic and Diluted Earnings Per Share | HKD 2.39 cents | HKD 2.19 cents | +9.1% | [Dividends](index=14&type=section&id=Dividends) The Board does not recommend an interim dividend for the period ended June 30, 2025, consistent with the prior period - The Directors do not recommend an interim dividend for the period ended **June 30, 2025** (**2024**: nil)[31](index=31&type=chunk) [Notes to the Statement of Financial Position](index=15&type=section&id=Notes%20to%20the%20Statement%20of%20Financial%20Position) This section details the changes and composition of major balance sheet items as of June 30, 2025, including property, plant and equipment, investments in associates, inventories, various receivables, derivative instruments, cash and bank balances, and various payables [Property, Plant and Equipment](index=15&type=section&id=Property%2C%20Plant%20and%20Equipment) For the six months ended June 30, 2025, the Group acquired property, plant and equipment totaling approximately **HKD 9,698 thousand**, a significant increase from the prior period - For the six months ended **June 30, 2025**, the Group acquired property, plant and equipment of approximately **HKD 9,698,000**, compared to **HKD 1,452,000** in the prior period[33](index=33&type=chunk) [Investments in Associates](index=15&type=section&id=Investments%20in%20Associates) As of June 30, 2025, the company's equity in associates increased to **HKD 2,512,137 thousand**, primarily invested in mineral trading and processing, investment holding, and other businesses in China and Singapore **Investments in Associates (As of June 30)** | Region | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | Change (HKD Thousand) | | :--- | :--- | :--- | :--- | | In China | 544,004 | 526,104 | +17,900 | | In Singapore | 1,968,133 | 1,841,805 | +126,328 | | Total | 2,512,137 | 2,367,909 | +144,228 | - Key associates include Lianyungang Hengxintong Mining Co., Ltd. (China, bulk mineral trading and processing, **30%** stake), Green Esteel Pte. Ltd. (Singapore, investment holding and iron ore and hot briquetted iron trading, **20.2%** stake), and Shandong Energy Group Ronghui International Trading Co., Ltd. (China, bulk mineral trading, commodity import and export, **49%** stake)[35](index=35&type=chunk) [Inventories](index=15&type=section&id=Inventories) As of June 30, 2025, total inventories significantly decreased to **HKD 1,915,146 thousand**, primarily due to a reduction in finished goods inventory **Inventories (As of June 30)** | Inventory Category | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | Change (HKD Thousand) | | :--- | :--- | :--- | :--- | | Raw Materials | 11,930 | 33,288 | -21,358 | | Finished Goods | 1,903,216 | 3,602,063 | -1,698,847 | | Total | 1,915,146 | 3,635,351 | -1,720,205 | [Trade and Bills Receivables](index=16&type=section&id=Trade%20and%20Bills%20Receivables) As of June 30, 2025, trade and bills receivables increased to **HKD 2,754,077 thousand**, primarily concentrated within the 90-day aging period **Trade and Bills Receivables (As of June 30)** | Aging | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | Change (HKD Thousand) | | :--- | :--- | :--- | :--- | | 0 to 90 days | 2,610,096 | 2,330,160 | +279,936 | | 91 to 180 days | 134,909 | 3,941 | +130,968 | | Over 180 days | 9,072 | 10,582 | -1,510 | | Total | 2,754,077 | 2,344,683 | +409,394 | - The average credit period is **30 to 90 days**, with no bad debt provisions made during the period or at the end of the reporting period[37](index=37&type=chunk)[38](index=38&type=chunk) [Accounts Receivable](index=17&type=section&id=Accounts%20Receivable) As of June 30, 2025, total accounts receivable increased to **HKD 3,392,892 thousand**, primarily from brokers and dealers and company balances in futures contract trading business **Accounts Receivable (As of June 30)** | Source | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | Change (HKD Thousand) | | :--- | :--- | :--- | :--- | | From Futures Contract Trading Business | 3,390,463 | 2,874,357 | +516,106 | | From Providing Financial Services - Clients | 2,429 | 21,405 | -18,976 | | Total | 3,392,892 | 2,895,762 | +497,130 | - Receivables from brokers and dealers are current and repayable on demand[39](index=39&type=chunk) [Derivative Instruments](index=17&type=section&id=Derivative%20Instruments) As of June 30, 2025, both the notional amounts and fair values of derivative assets and liabilities significantly increased, reflecting expanded futures contract trading activities **Derivative Instruments (As of June 30)** | Item | June 30, 2025 Contract/Notional Amount (HKD Thousand) | June 30, 2025 Assets (HKD Thousand) | June 30, 2025 Liabilities (HKD Thousand) | December 31, 2024 Contract/Notional Amount (HKD Thousand) | December 31, 2024 Assets (HKD Thousand) | December 31, 2024 Liabilities (HKD Thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Futures Contracts - Sell | 19,024,202 | 216,979 | (383,322) | 10,838,250 | 115,900 | (269,763) | | Futures Contracts - Buy | 15,892,496 | 331,205 | (241,321) | 9,890,571 | 299,865 | (127,634) | | Total Derivatives | — | 548,184 | (624,643) | — | 415,765 | (397,397) | [Prepayments, Deposits and Other Receivables](index=18&type=section&id=Prepayments%2C%20Deposits%20and%20Other%20Receivables) As of June 30, 2025, total prepayments, deposits, and other receivables increased to **HKD 763,445 thousand**, primarily due to a significant rise in trade deposits **Prepayments, Deposits and Other Receivables (As of June 30)** | Item | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | Change (HKD Thousand) | | :--- | :--- | :--- | :--- | | Trade Deposits | 595,115 | 191,811 | +403,304 | | VAT Recoverable | 68,426 | 313,637 | -245,211 | | Prepayments, Deposits and Other Receivables | 99,904 | 89,379 | +10,525 | | Total | 763,445 | 594,827 | +168,618 | [Cash and Bank Balances](index=18&type=section&id=Cash%20and%20Bank%20Balances) As of June 30, 2025, total cash and bank balances increased to **HKD 7,416,768 thousand**, with a significant increase in cash in general accounts **Cash and Bank Balances (As of June 30)** | Item | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | Change (HKD Thousand) | | :--- | :--- | :--- | :--- | | Cash at Bank - General Accounts | 3,374,678 | 2,165,073 | +1,209,605 | | Cash at Bank - Restricted Deposits | 583,596 | 582,129 | +1,467 | | Cash at Bank - Trust and Segregated Accounts | 3,458,494 | 3,649,060 | -190,566 | | Total | 7,416,768 | 6,396,262 | +1,020,506 | - Restricted bank deposits primarily serve as collateral for bills payable and bank financing[42](index=42&type=chunk) - Trust and segregated accounts hold client funds, which the Group is not permitted to use to settle its own liabilities[42](index=42&type=chunk) [Trade and Bills Payables](index=19&type=section&id=Trade%20and%20Bills%20Payables) As of June 30, 2025, total trade and bills payables increased to **HKD 4,106,373 thousand**, with a significant increase in amounts aged **91 to 180 days** **Trade and Bills Payables (As of June 30)** | Aging | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | Change (HKD Thousand) | | :--- | :--- | :--- | :--- | | Within 90 days | 2,969,603 | 3,311,406 | -341,803 | | 91 to 180 days | 1,108,570 | 542,048 | +566,522 | | 181 to 365 days | 25,725 | 11,364 | +14,361 | | Over one year | 2,475 | 5,283 | -2,808 | | Total | 4,106,373 | 3,870,101 | +236,272 | [Accounts Payable](index=19&type=section&id=Accounts%20Payable) As of June 30, 2025, accounts payable from futures contract trading business amounted to **HKD 5,467,849 thousand**, a decrease from year-end, primarily representing client margin deposits **Accounts Payable (As of June 30)** | Source | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | Change (HKD Thousand) | | :--- | :--- | :--- | :--- | | From Futures Contract Trading Business | 5,467,849 | 5,775,864 | -308,015 | - Accounts payable primarily represent client margin deposits for futures contract trading, repayable upon contract closure[44](index=44&type=chunk) [Amount Due to an Associate](index=19&type=section&id=Amount%20Due%20to%20an%20Associate) As of June 30, 2025, the amount due to an associate was **HKD 780,000 thousand**, a significant decrease from year-end, and is unsecured, interest-free, and repayable within one year **Amount Due to an Associate (As of June 30)** | Item | June 30, 2025 (HKD Thousand) | December 31, 2024 (HKD Thousand) | Change (HKD Thousand) | | :--- | :--- | :--- | :--- | | Amount Due to an Associate | 780,000 | 1,141,920 | -361,920 | - This amount is unsecured, interest-free, and repayable within one year[45](index=45&type=chunk) [Share Capital](index=20&type=section&id=Share%20Capital) As of June 30, 2025, the company's issued and fully paid share capital increased due to the issuance of new shares under general mandate, reaching a total of **14,286,345 thousand shares** **Changes in Share Capital (As of June 30)** | Item | Number of Ordinary Shares (Thousands) | Share Capital (HKD Thousand) | | :--- | :--- | :--- | | As at January 1, 2024 and December 31, 2024 | 13,471,345 | 33,679 | | Issue of New Shares under General Mandate | 815,000 | 2,037 | | As at June 30, 2025 | 14,286,345 | 35,716 | - On **June 13, 2025**, the company entered into subscription agreements with no less than **6** independent third parties to issue **815,000,000** new shares at **HKD 0.5** per share, for a total consideration of approximately **HKD 407,500,000**, with net proceeds of approximately **HKD 407,400,000**[48](index=48&type=chunk) [Related Party Transactions](index=20&type=section&id=Related%20Party%20Transactions) The Group engaged in various related party transactions, including key management personnel compensation, amounts due from/to related parties, brokerage and commission income, and trading commodity sales and purchases **Key Management Personnel Compensation (For the six months ended June 30)** | Item | 2025 (HKD Thousand) | 2024 (HKD Thousand) | Change (HKD Thousand) | | :--- | :--- | :--- | :--- | | Salaries, Allowances and Other Benefits in Kind | 2,940 | 3,360 | -420 | | Retirement Benefit Scheme Contributions | 100 | 80 | +20 | | Total | 3,040 | 3,440 | -400 | - Amounts due from/to related parties arose in the ordinary course of business and are determined on terms similar to those offered to third-party customers[50](index=50&type=chunk) - Brokerage and commission income, and trading commodity sales and purchase transactions from related parties, are determined at commission rates similar to those offered to third-party customers[51](index=51&type=chunk) [Fair Value Measurement](index=23&type=section&id=Fair%20Value%20Measurement) The Group's financial assets and liabilities are measured at fair value, primarily categorized into Level 1 and Level 3 inputs; as of June 30, 2025, total recurring fair value measurements amounted to **HKD 49,151 thousand** **Fair Value Hierarchy Disclosure (As of June 30, 2025)** | Description | Level 1 (HKD Thousand) | Level 2 (HKD Thousand) | Level 3 (HKD Thousand) | Total (HKD Thousand) | | :--- | :--- | :--- | :--- | :--- | | Financial Assets at Fair Value Through Other Comprehensive Income (Private Equity Investments) | — | — | 20,153 | 20,153 | | Financial Assets at Fair Value Through Profit or Loss (Listed Securities) | 38,704 | — | — | 38,704 | | Financial Assets at Fair Value Through Profit or Loss (Unlisted Funds) | — | — | 66,753 | 66,753 | | Derivative Instruments - Assets | 548,184 | — | — | 548,184 | | Derivative Instruments - Liabilities | (624,643) | — | — | (624,643) | | Total Recurring Fair Value Measurements | (37,755) | — | 86,906 | 49,151 | - Level 3 fair value measurements use the market approach (guideline transaction method) for unlisted equity securities and the net asset method for unlisted funds[59](index=59&type=chunk) - There were no transfers between Level 1 and Level 2, nor into or out of Level 3 during the period[56](index=56&type=chunk) [Capital Commitments](index=27&type=section&id=Capital%20Commitments) As of June 30, 2025, the Group had no significant capital commitments - As of **June 30, 2025**, the Group had no significant capital commitments (**December 31, 2024**: nil)[61](index=61&type=chunk) [Events After Reporting Period](index=27&type=section&id=Events%20After%20Reporting%20Period) Subsequent to the reporting period, the company's name was changed; additionally, the company entered into two memoranda of understanding and one sale and purchase agreement to acquire a **60%** interest in an Indonesian nickel mining company and a **60%** equity stake in a Chinese enterprise management consulting company - In **July 2025**, the company's name was changed from 'Theme International Holdings Limited' to 'Deep Source Holdings Limited', and its Chinese name from '榮暉國際集團有限公司' to '至源控股有限公司'[62](index=62&type=chunk) - In **August 2025**, the company entered into a memorandum of understanding to acquire a **60%** interest in PT Aneka Tambang Resources Indonesia, an Indonesian company holding nickel commodity mining permits, for **USD 9,900,000**[62](index=62&type=chunk) - On **August 26, 2025**, the company entered into a sale and purchase agreement to conditionally acquire a **60%** equity interest in Anhui Chujiang Hengchuang Enterprise Management Consulting Co., Ltd. for **RMB 900 million**[63](index=63&type=chunk) [Approval of Condensed Consolidated Financial Statements](index=27&type=section&id=Approval%20of%20Condensed%20Consolidated%20Financial%20Statements) The condensed consolidated financial statements were approved and authorized for issue by the Board of Directors on August 29, 2025 - The condensed consolidated financial statements were approved and authorized for issue by the Board of Directors on **August 29, 2025**[64](index=64&type=chunk) Management Discussion and Analysis and Other Information [Business Overview](index=28&type=section&id=Business%20Overview) Deep Source Holdings Limited primarily engages in the distribution, trading, and processing of commodities, as well as providing securities and derivatives financial services, margin financing, and fund management - The Group primarily engages in the distribution, trading, and processing of commodities and related products in Hong Kong, Singapore, and China; and provides securities and derivatives financial services, margin financing, and fund management in Hong Kong and Singapore[65](index=65&type=chunk) [Financial and Business Review](index=28&type=section&id=Financial%20and%20Business%20Review) For the six months ended June 30, 2025, the Group's total revenue decreased by **62%** year-on-year, mainly due to reduced activity in the distribution, trading, and processing business, particularly silver and gold bullion trading; despite the revenue decline, profit for the period increased by **19.6%** due to improved other income and increased profit from associates **Summary of Financial and Business Review (For the six months ended June 30)** | Metric | 2025 (HKD Thousand) | 2024 (HKD Thousand) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 10,132,488 | 26,582,474 | -62.0% | | Profit for the Period | 369,906 | 309,184 | +19.6% | | Basic Earnings Per Share | HKD 2.39 cents | HKD 2.19 cents | +9.1% | | Distribution, Trading and Processing Business Revenue | 9,737,116 | 26,157,033 | -62.8% | | Financial Services Business Revenue | 395,372 | 425,441 | -7.1% | | Gross Profit | 370,913 | 625,085 | -40.7% | | Other Gains/(Losses) | 56,409 | (146,662) | significant improvement | | Share of Profit of Associates | 140,354 | 64,811 | +116.5% | - The decrease in revenue was primarily due to reduced trading volume of silver and gold bullion, which ceased in the second half of **2024**[68](index=68&type=chunk) - The increase in profit for the period was mainly due to no provision for losses from alleged misappropriation of funds by a Singapore subsidiary (**2024**: **HKD 167,660,000**) and increased share of profit from associates[69](index=69&type=chunk)[71](index=71&type=chunk) [Future Outlook](index=30&type=section&id=Future%20Outlook) The Group will focus on the continued development of its financial services and distribution, trading, and processing businesses, planning to expand product lines, seek acquisition opportunities, and extend into international markets [Financial Services Business](index=30&type=section&id=Financial%20Services%20Business) The financial services business covers lending, securities and derivatives trading

Core Viewpoint - Zhiyuan Holdings (00990) announced a conditional agreement to acquire 60% equity in a target company for a total consideration of RMB 900 million, marking a strategic shift towards mineral resource development and financial services [1] Group 1: Acquisition Details - The acquisition involves the target company, which primarily engages in enterprise management consulting and information consulting services [1] - Upon completion, the target company will become an indirect non-wholly owned subsidiary of Zhiyuan Holdings, and its financial performance will be consolidated into the company's financial statements [1] Group 2: Strategic Transformation - In July 2025, the company will officially change its name to Zhiyuan Holdings Limited, indicating a strategic transformation towards mining resource extraction, deep processing, and synergistic development in financial services [1] - The company aims to focus on high-quality global mineral projects, including nickel, manganese, aluminum, vanadium, titanium, pyrite, and phosphorus [1] - The goal is to build a portfolio that encompasses green mining, deep processing, and downstream chemical industries to fully unlock mineral value [1] Group 3: Target Company's Role - The target company indirectly holds equity in Copper Chemical Group, which is involved in mining, mineral processing, sulfur-phosphorus coal chemical processing, titanium chemical processing, and new materials [1] - The target company serves as a core platform for its shareholders to invest in Copper Chemical Group [1] - The company aims to gain control over the target company through this acquisition to benefit from the investment returns generated by the target company and its subsidiaries [1]