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佈的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並表明概不會就本公佈全部或任何部分內容而產生或因依賴該等 內容而引致的任何損失承擔任何責任。 賽伯樂國際控股有限公司 （於開曼群島註冊成立之有限公司） | | 決議案 | 贊成股份 | 反對股份 | | --- | --- | --- | --- | | | | 數目 | 數目 | | | | （概約百分比） | （概約百分比） | | 1. | 批准買賣協議 | 2,127,361,600 | 0 | | | | (100%) | (0%) | | 2. | 授出特別授權 | 2,127,361,600 | 0 | | | | (100%) | (0%) | | * | 決議案全文請參閱股東特別大會通告 | | | （股份代號：1020） 股東特別大會投票結果 董事會欣然宣佈，所有決議案已於股東特別大會上獲正式通過。 誠如通函所載之股東特別大會通告載列之建議普通決議案（「決議案」），於二零二 五年九月五日舉行之股東特別大會上已以投票表決方式進行投票。本公司於香港 之股份過戶登記分處卓佳證券登記有限公 ...

[Corporate Information](index=3&type=section&id=Corporate%20Information) This section details the company's board composition, registered offices, and key financial service providers [Board of Directors and Committees](index=3&type=section&id=Board%20of%20Directors%20and%20Committees) The board includes executive and independent non-executive directors, with recent changes in audit and nomination committee chairmanships - Executive Directors include **Mr. Zhu Min (Chairman)** and **Ms. Ye Xinyu**[7](index=7&type=chunk) - Independent Non-Executive Directors include **Mr. Li Kam Wing** (appointed June 25, 2025), **Mr. Li Yisheng**, and **Mr. Cao Ke**[7](index=7&type=chunk) - **Mr. Tang Yiu On** resigned as Independent Non-Executive Director, Chairman of the Audit Committee, member of the Remuneration Committee, and Chairman of the Nomination Committee on August 15, 2025[7](index=7&type=chunk)[8](index=8&type=chunk)[10](index=10&type=chunk) - **Mr. Li Kam Wing** was appointed Chairman of the Audit Committee and Chairman of the Nomination Committee on August 15, 2025[7](index=7&type=chunk)[10](index=10&type=chunk) [Registered and Principal Offices](index=4&type=section&id=Registered%20and%20Principal%20Offices) The company maintains registered offices in the Cayman Islands, principal offices in Hong Kong, and a main operating location in Shenzhen, China - Registered office is located at Cricket Square, Cayman Islands[10](index=10&type=chunk) - Head office and principal place of business in Hong Kong are at Room 1002, Capital Centre, 151 Gloucester Road, Wan Chai, Hong Kong[10](index=10&type=chunk) - Principal place of business in China is at Room 801, 8/F, Block B, Xinghua Building, 2018 Shennan Middle Road, Futian District, Shenzhen[10](index=10&type=chunk) [Share Registrar, Auditor, Legal Adviser & Principal Bankers](index=5&type=section&id=Share%20Registrar%2C%20Auditor%2C%20Legal%20Adviser%20%26%20Principal%20Bankers) Key service providers include Codan Trust Company (Cayman) Limited as Cayman share registrar, Tricor Investor Services Limited as Hong Kong share registrar, Tianjian International CPA Limited as auditor, and several major banks - The principal share registrar in the Cayman Islands is **Codan Trust Company (Cayman) Limited**[11](index=11&type=chunk) - The Hong Kong branch share registrar is **Tricor Investor Services Limited**[13](index=13&type=chunk) - The auditor is **Tianjian International CPA Limited**[13](index=13&type=chunk) - Principal bankers include **The Hongkong and Shanghai Banking Corporation Limited**, **CITIC Bank International Limited**, **Chong Hing Bank Limited**, and **China Construction Bank (Asia) Corporation Limited**[13](index=13&type=chunk) [Unaudited Interim Condensed Consolidated Financial Statements](index=6&type=section&id=Unaudited%20Interim%20Condensed%20Consolidated%20Financial%20Statements) This section presents the unaudited interim condensed consolidated financial statements, including statements of profit or loss, financial position, equity changes, and cash flows [Unaudited Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=6&type=section&id=Unaudited%20Interim%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) Revenue decreased to RMB 28,029 thousand, with loss for the period expanding to RMB 31,003 thousand and basic and diluted loss per share at RMB 0.63 cents Profit or Loss and Other Comprehensive Income Overview | Indicator | Six Months Ended June 30, 2025 (RMB thousands) | Six Months Ended June 30, 2024 (RMB thousands, Restated) | | :--- | :--- | :--- | | Revenue | 28,029 | 44,505 | | Gross profit | 10,673 | 9,117 | | Loss before tax | (31,003) | (27,411) | | Loss for the period | (31,003) | (27,411) | | Total comprehensive expense for the period | (31,512) | (25,835) | | Basic and diluted loss per share (RMB cents) | (0.63 cents) | (0.55 cents) | - **Revenue decreased by 37%** year-on-year, while **loss for the period expanded by 13.1%** year-on-year[15](index=15&type=chunk) [Unaudited Interim Condensed Consolidated Statement of Financial Position](index=8&type=section&id=Unaudited%20Interim%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) Net current liabilities turned negative at RMB (32,228) thousand, a significant shift from net current assets, with total net assets decreasing to RMB 50,320 thousand Financial Position Overview | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Non-current assets | 82,548 | 86,956 | | Current assets | 233,126 | 306,988 | | Current liabilities | 265,354 | 126,504 | | Net current (liabilities)/assets | (32,228) | 180,484 | | Total assets less current liabilities | 50,320 | 267,440 | | Net assets | 50,320 | 81,825 | - **Net current assets** shifted from **RMB 180,484 thousand** at the end of 2024 to **net current liabilities of RMB (32,228) thousand** as of June 30, 2025, primarily due to a significant increase in promissory notes[19](index=19&type=chunk) - **Promissory notes** increased significantly from **RMB 2,984 thousand (current)** at the end of 2024 to **RMB 176,873 thousand (current)** as of June 30, 2025, leading to a substantial rise in current liabilities[19](index=19&type=chunk) [Unaudited Interim Condensed Consolidated Statement of Changes in Equity](index=10&type=section&id=Unaudited%20Interim%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) Total equity decreased from RMB 81,825 thousand to RMB 50,320 thousand, mainly driven by the RMB 31,003 thousand loss for the period and exchange differences Equity Movement Overview | Indicator | June 30, 2025 (RMB thousands) | January 1, 2025 (RMB thousands) | | :--- | :--- | :--- | | Share capital | 346,736 | 346,736 | | Reserves | (296,020) | (264,466) | | Equity attributable to owners of the Company | 50,716 | 82,270 | | Non-controlling interests | (396) | (445) | | Total equity | 50,320 | 81,825 | - **Loss for the period of RMB 31,003 thousand** led to a reduction in total equity[22](index=22&type=chunk) - Other comprehensive expenses of **RMB 509 thousand** resulted from exchange differences on translating foreign operations[22](index=22&type=chunk) [Unaudited Interim Condensed Consolidated Statement of Cash Flows](index=11&type=section&id=Unaudited%20Interim%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) Net cash used in operating activities was RMB 26,067 thousand, with cash and cash equivalents decreasing to RMB 23,248 thousand by period-end Cash Flow Overview | Activity Type | Six Months Ended June 30, 2025 (RMB thousands) | Six Months Ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | Net cash used in operating activities | 26,067 | 21,511 | | Net cash used in investing activities | 107 | (4,510) | | Net cash used in financing activities | (28,685) | 1,944 | | Net decrease in cash and cash equivalents | (2,511) | 18,945 | | Cash and cash equivalents at end of period | 23,248 | 51,557 | - **Net decrease in cash and cash equivalents** was **RMB 2,511 thousand**, compared to an increase of **RMB 18,945 thousand** in the prior period[23](index=23&type=chunk) - **Net cash used in financing activities** shifted from a net inflow in the prior period to a net outflow, primarily due to promissory note repayments[23](index=23&type=chunk) [Notes to the Unaudited Interim Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20the%20Unaudited%20Interim%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes to the unaudited interim condensed consolidated financial statements, covering accounting policies, adjustments, and specific financial items [Basis of Preparation and Principal Accounting Policies](index=12&type=section&id=Basis%20of%20Preparation%20and%20Principal%20Accounting%20Policies) The financial statements are prepared under HKAS 34 and Listing Rules Appendix 16 on a historical cost basis, with new HFRSs adopted having no significant impact - Financial statements are prepared in accordance with **Hong Kong Accounting Standard 34 'Interim Financial Reporting'** and **Appendix 16 of the Listing Rules**[24](index=24&type=chunk)[28](index=28&type=chunk) - Statements are prepared on a **historical cost basis**, except for financial instruments measured at fair value[25](index=25&type=chunk)[29](index=29&type=chunk) - All new and revised Hong Kong Financial Reporting Standards effective January 1, 2025, have been adopted, with **no significant impact** on the Group's consolidated financial statements[27](index=27&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk) [Prior Period Adjustments](index=13&type=section&id=Prior%20Period%20Adjustments) Prior period adjustments were made for exchange difference allocation and promissory note amortization, leading to restatement of 2024 comparative figures for finance costs and loss per share - An **error in the allocation of exchange differences** for non-controlling interests was identified, requiring revision of the allocation between owners of the Company and non-controlling interests[33](index=33&type=chunk) - Promissory Note (PN) amortized cost was previously incorrect, not reflecting an adjustment of the annual interest rate from interest-free to **4%**, with the effective interest rate corrected from **16.78% to 23.72%**[33](index=33&type=chunk) Impact of Prior Period Adjustments on the Statement of Profit or Loss for the Six Months Ended June 30, 2024 | Indicator | Previously Reported (RMB thousands) | Prior Period Adjustment (1) (RMB thousands) | Prior Period Adjustment (2) (RMB thousands) | Restated (RMB thousands) | | :--- | :--- | :--- | :--- | :--- | | Finance costs | (17,050) | – | (4,608) | (21,658) | | Loss before tax | (22,803) | – | (4,608) | (27,411) | | Loss for the period | (22,803) | – | (4,608) | (27,411) | | Exchange differences on translating foreign operations | 1,683 | – | (107) | 1,576 | | Total comprehensive expense for the period | (21,120) | – | (4,715) | (25,835) | | Basic and diluted loss per share (RMB cents) | (0.45 cents) | – | (0.1 cents) | (0.55 cents) | [Revenue Analysis](index=15&type=section&id=Revenue%20Analysis) Total revenue decreased to RMB 28,029 thousand, driven by a significant reduction in internet business revenue, partially offset by a slight increase in money lending revenue Revenue Source Analysis | Revenue Source | Six Months Ended June 30, 2025 (RMB thousands) | Six Months Ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | Revenue from internet business | 18,498 | 35,568 | | Revenue from money lending business | 9,531 | 8,937 | | **Total revenue** | **28,029** | **44,505** | - **Internet business revenue decreased by approximately 48%** year-on-year, while **money lending business revenue increased by approximately 6.6%** year-on-year[38](index=38&type=chunk) [Operating Segments](index=15&type=section&id=Operating%20Segments) The Group operates in money lending and internet business segments, with e-commerce and internet education merged into the latter, showing profit in money lending and loss in internet business - The Group's operating activities are divided into two segments: **money lending business** and **internet business**[40](index=40&type=chunk)[41](index=41&type=chunk) - The e-commerce and internet education services segments have been **merged into 'internet business'** to reflect the current internal reporting structure[42](index=42&type=chunk)[43](index=43&type=chunk) Revenue and Results by Operating Segment (Six Months Ended June 30, 2025) | Indicator | Money Lending Business (RMB thousands) | Internet Business (RMB thousands) | Consolidated (RMB thousands) | | :--- | :--- | :--- | :--- | | Revenue | 9,531 | 18,498 | 28,029 | | Segment (loss)/profit | 5,212 | (6,124) | (912) | | Loss before tax | – | – | (31,003) | Revenue and Results by Operating Segment (Six Months Ended June 30, 2024) | Indicator | Money Lending Business (RMB thousands) | Internet Business (RMB thousands) | Consolidated (RMB thousands, Restated) | | :--- | :--- | :--- | :--- | | Revenue | 8,937 | 35,568 | 44,505 | | Segment (loss)/profit | 8,345 | (3,967) | 4,378 | | Loss before tax | – | – | (27,411) | [Net Impairment Loss Recognised/(Reversed)](index=18&type=section&id=Net%20Impairment%20Loss%20Recognised%2F%28Reversed%29) The Group recognized a net impairment loss of RMB 2,077 thousand, a shift from a net reversal in the prior period, mainly due to increased impairment on other receivables Net Impairment Loss Recognised/(Reversed) | Item | Six Months Ended June 30, 2025 (RMB thousands) | Six Months Ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | Trade receivables | (1,512) | (53) | | Loan receivables | (195) | (1,949) | | Other receivables | 3,784 | – | | **Total** | **2,077** | **(2,002)** | - **Net impairment loss of RMB 2,077 thousand** was recognized in H1 2025, compared to a **net impairment reversal of RMB 2,002 thousand** in H1 2024[49](index=49&type=chunk) - **Other receivables** recognized an impairment loss of **RMB 3,784 thousand** in H1 2025, compared to zero in the prior period[49](index=49&type=chunk) [Finance Costs](index=18&type=section&id=Finance%20Costs) Finance costs decreased to RMB 14,624 thousand, primarily due to reduced interest on promissory notes compared to the restated prior period Finance Costs Analysis | Item | Six Months Ended June 30, 2025 (RMB thousands) | Six Months Ended June 30, 2024 (RMB thousands, Restated) | | :--- | :--- | :--- | | Interest on lease liabilities | 45 | 43 | | Interest on promissory notes | 14,492 | 21,476 | | Interest on borrowings | 87 | 139 | | **Total** | **14,624** | **21,658** | - **Finance costs decreased by approximately 32.5%** year-on-year, mainly attributable to a reduction in interest on promissory notes[51](index=51&type=chunk) [Taxation](index=19&type=section&id=Taxation) No Hong Kong profits tax was provided due to no taxable profits, while Chinese subsidiaries are taxed at 25%, and Hong Kong applies a two-tiered profits tax rate - No **Hong Kong profits tax** was provided as the Group generated no taxable profits in Hong Kong[54](index=54&type=chunk)[57](index=57&type=chunk) - Chinese subsidiaries are provided at a **corporate income tax rate of 25%**[58](index=58&type=chunk)[60](index=60&type=chunk) - Hong Kong's two-tiered profits tax rate: **8.25%** on the first **HKD 2 million** of profits, and **16.5%** on the remainder[55](index=55&type=chunk)[57](index=57&type=chunk) [Loss for the Period](index=20&type=section&id=Loss%20for%20the%20Period) Loss for the period was determined after deducting inventory costs, depreciation of property, plant and equipment, and right-of-use assets Key Deductions for Loss for the Period | Item | Six Months Ended June 30, 2025 (RMB thousands) | Six Months Ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | Cost of inventories recognized as an expense | 16,274 | 34,447 | | Depreciation of property, plant and equipment | 246 | 281 | | Depreciation of right-of-use assets | 668 | 716 | - **Cost of inventories recognized as an expense decreased by approximately 52.7%** year-on-year, consistent with the reduction in internet business revenue[62](index=62&type=chunk) [Dividends](index=21&type=section&id=Dividends) The Board does not recommend an interim dividend for the period ended June 30, 2025, consistent with the prior year - The Board does not recommend the payment of an interim dividend for the current period (**2024 interim and final dividends: nil**)[63](index=63&type=chunk)[64](index=64&type=chunk) [Loss Per Share](index=21&type=section&id=Loss%20Per%20Share) Basic and diluted loss per share attributable to owners of the Company increased to RMB 0.63 cents, with diluted loss per share remaining equal to basic loss per share Loss Per Share Data | Indicator | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 (Restated) | | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company (RMB thousands) | (31,053) | (26,757) | | Weighted average number of ordinary shares (thousand shares) | 4,918,781 | 4,908,781 | | Basic and diluted loss per share | (RMB 0.63 cents) | (RMB 0.55 cents) | - **Diluted loss per share was the same as basic loss per share** because the exercise of outstanding share options would reduce the loss per share[68](index=68&type=chunk)[71](index=71&type=chunk) [Property, Plant and Equipment & Right-of-Use Assets](index=22&type=section&id=Property%2C%20Plant%20and%20Equipment%20%26%20Right-of-Use%20Assets) The Group neither purchased nor disposed of any property, plant and equipment, and recognized no new right-of-use assets during the period - During the six months ended June 30, 2025, the Group **neither purchased nor disposed of any property, plant and equipment**[69](index=69&type=chunk)[72](index=72&type=chunk) - No **new right-of-use assets** were recognized during the period ended June 30, 2025 (2024: **RMB 2,615,000**)[70](index=70&type=chunk)[73](index=73&type=chunk) [Trade Receivables](index=23&type=section&id=Trade%20Receivables) Total trade receivables significantly decreased to RMB 23,217 thousand, with a reversal of impairment loss of approximately RMB 1,512 thousand recognized Aging Analysis of Trade Receivables | Aging | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | 0-30 days | 8,473 | 7,208 | | 31-60 days | 3,192 | 17,966 | | 61-90 days | 3,707 | 12,929 | | 91-120 days | 1,349 | 566 | | 121-180 days | – | – | | 181 days to within one year | 6,496 | 11,618 | | **Total** | **23,217** | **50,287** | - **Total trade receivables decreased by approximately 53.8%** year-on-year[76](index=76&type=chunk) - A **reversal of impairment loss on trade receivables of approximately RMB 1,512 thousand** was recognized for the six months ended June 30, 2025 (2024: approximately **RMB 53 thousand**)[78](index=78&type=chunk)[80](index=80&type=chunk) [Loan Receivables](index=24&type=section&id=Loan%20Receivables) Total loan receivables decreased to RMB 168,703 thousand, with a reversal of impairment loss of approximately RMB 195 thousand recognized - Loan receivables primarily arise from the money lending business, bearing variable and fixed interest rates, and are secured by **property and personal guarantees**[79](index=79&type=chunk)[81](index=81&type=chunk) Analysis of Loan Receivables by Remaining Period | Remaining Period | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Within three months | 82,960 | 122,208 | | Three months to one year | 81,011 | 80,367 | | Over one year (with repayment on demand clause) | 4,732 | 6,644 | | Over one year | – | 523 | | **Total** | **168,703** | **209,742** | - A **reversal of impairment loss on loan receivables of approximately RMB 195 thousand** was recognized for the six months ended June 30, 2025 (2024: approximately **RMB 1,949 thousand**)[83](index=83&type=chunk)[85](index=85&type=chunk) [Trade Payables](index=25&type=section&id=Trade%20Payables) Total trade payables decreased to RMB 40,300 thousand, with suppliers granting a credit period of within 30 days Aging Analysis of Trade Payables | Aging | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | 0-30 days | 7,933 | 7,167 | | 31-60 days | – | 17,064 | | 61-90 days | 6,733 | 12,084 | | Over 90 days | 25,634 | 31,748 | | **Total** | **40,300** | **68,063** | - **Total trade payables decreased by approximately 40.8%** year-on-year[87](index=87&type=chunk) - The credit period granted by suppliers to the Group is **within 30 days**[88](index=88&type=chunk) [Promissory Notes](index=26&type=section&id=Promissory%20Notes) Total promissory notes decreased to RMB 176,873 thousand, with a significant increase in current promissory notes and non-current notes becoming zero Promissory Notes Movement and Analysis | Item | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | At January 1 | 188,360 | 198,256 | | Interest accrued and deducted | 14,492 | 36,868 | | Loss on modification of promissory notes | 1,045 | 6,876 | | Repayment | (12,996) | (39,257) | | Exchange adjustment | (6,197) | 8,345 | | **At June 30/December 31** | **176,873** | **188,360** | | **Analyzed as:** | | | | Current | 176,873 | 2,984 | | Non-current | – | 185,376 | - **Current promissory notes** significantly increased from **RMB 2,984 thousand** as of December 31, 2024, to **RMB 176,873 thousand** as of June 30, 2025, while **non-current promissory notes became zero**[90](index=90&type=chunk) - Accrued interest on promissory notes was **RMB 14,492 thousand**[90](index=90&type=chunk) [Share Capital](index=27&type=section&id=Share%20Capital) Authorized share capital is 19,066,667 thousand shares at HKD 0.10 par value, with issued and fully paid capital of 4,081,448 thousand shares, equivalent to RMB 346,736 thousand Share Capital Overview | Item | Number of Shares (thousand shares) | Amount (HKD thousands) | | :--- | :--- | :--- | | Authorized share capital (as at June 30, 2025) | 19,066,667 | 1,906,667 | | Issued and fully paid share capital (as at June 30, 2025) | 4,081,448 | 408,145 | | As shown in the condensed consolidated financial statements (RMB thousands equivalent) | – | 346,736 | - The **share capital structure remained stable** in H1 2025, with no new issuances or redemptions[91](index=91&type=chunk) [Related Party Transactions](index=28&type=section&id=Related%20Party%20Transactions) The Group conducted transactions with key management personnel and related parties, with total compensation of RMB 857 thousand and ongoing loan receivables with an executive director Key Management Personnel Compensation | Item | Six Months Ended June 30, 2025 (RMB thousands) | Six Months Ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | Emoluments of directors and other key management members | 849 | 1,136 | | Retirement benefit scheme contributions | 8 | 7 | | **Total** | **857** | **1,143** | Related Party Transactions | Name of Related Party | Relationship | Nature of Transaction/Balance | Six Months Ended June 30, 2025 (RMB thousands) | Six Months Ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | :--- | :--- | | Lü Yongchao | Executive Director (resigned) | Interest received on loans | 28 | 63 | | | | Loan receivables | – | 2,692 | | Ye Xinyu | Executive Director | Interest received on loans | 81 | 79 | | | | Loan receivables | 2,644 | 2,647 | - **Mr. Lü Yongchao's loan receivables were fully repaid** in early 2025[98](index=98&type=chunk) [Event After the Reporting Period](index=30&type=section&id=Event%20After%20the%20Reporting%20Period) Post-reporting period, AIA Credit Limited granted a HKD 5 million loan, and two promissory notes totaling HKD 197,416,000 had their maturity dates extended - On July 11, 2025, subsidiary **AIA Credit Limited granted a loan with a principal amount of HKD 5 million**[99](index=99&type=chunk)[102](index=102&type=chunk) - The maturity dates of two promissory notes with principal amounts of **HKD 44,208,000** and **HKD 153,208,000** were extended from January 1, 2026, to **January 1, 2027**[101](index=101&type=chunk)[103](index=103&type=chunk) [Management Discussion and Analysis](index=31&type=section&id=Management%20Discussion%20and%20Analysis) This section provides management's discussion and analysis of the Group's performance, market conditions, business segments, financial review, and future outlook [Market Review](index=31&type=section&id=Market%20Review) China's GDP grew by 5.3% in H1 2025 despite global uncertainties, while Hong Kong's economy expanded steadily but faces external pressures - In H1 2025, **China's GDP grew by 5.3%** year-on-year, leading major global economies[104](index=104&type=chunk)[105](index=105&type=chunk) - The **International Monetary Fund significantly raised its forecast** for China's economic growth this year[105](index=105&type=chunk) - Hong Kong's economy showed considerable resilience with **real GDP growing by 3.1%** year-on-year in Q2 2025[110](index=110&type=chunk)[111](index=111&type=chunk) - High external uncertainty, including renewed US tariffs and unclear interest rate cut timelines, poses pressure on global trade, local economic activity, and investment sentiment[106](index=106&type=chunk)[107](index=107&type=chunk)[110](index=110&type=chunk)[111](index=111&type=chunk) [Business Review](index=33&type=section&id=Business%20Review) Hong Kong's economy improved slightly but challenges persist; money lending performed stably, internet business revenue declined, and internet education services remain suspended and under restructuring - Hong Kong's economy saw a slight improvement, but the overall business environment remains challenging, with productivity below pre-pandemic levels[112](index=112&type=chunk)[115](index=115&type=chunk) - The Group's businesses comprise two segments: **money lending business** and **internet business**[113](index=113&type=chunk)[116](index=116&type=chunk) [Money Lending Business](index=33&type=section&id=Money%20Lending%20Business) AIA Credit Limited (TCL) provides first mortgage property loans to high-net-worth clients, maintaining good credit control and generating stable income - **TCL primarily generates revenue by providing first mortgage property loans** to clients[114](index=114&type=chunk)[117](index=117&type=chunk) - TCL's clients are mainly **high-net-worth individuals** or those referred through sub-mortgage partnerships, demonstrating **good credit control efficiency**[114](index=114&type=chunk)[117](index=117&type=chunk) - TCL's loan portfolio consists of **reputable clients**, including large corporate clients, contributing **stable income** to the Group[114](index=114&type=chunk)[117](index=117&type=chunk) [Internet Business](index=34&type=section&id=Internet%20Business) The 'VTZero' e-commerce segment focuses on B2B refurbished phone resales, but H1 2025 revenue decreased due to declining iPhone market share - The e-commerce segment diversified its business since H2 2022, primarily focusing on the **business-to-business (B2B) sector**[119](index=119&type=chunk)[121](index=121&type=chunk) - Revenue is primarily derived from **reselling refurbished used mobile phones of premium brands** to local resellers via websites and platforms[119](index=119&type=chunk)[121](index=121&type=chunk) - Revenue for this segment decreased in H1 2025 due to **reduced demand caused by a gradual decline in iPhone market share**[119](index=119&type=chunk)[121](index=121&type=chunk) [Internet Education Services](index=34&type=section&id=Internet%20Education%20Services) Jing Shi Wo Xue (Beijing) Education Technology Co., Ltd. suspended online tutoring due to China's 'Double Reduction' policy and is undergoing restructuring, with business expected to resume post-equity transfer - Online off-campus tutoring services have been **suspended since July 2021** due to China's 'Double Reduction' policy[120](index=120&type=chunk)[122](index=122&type=chunk) - Huzhou Company directly holds **90% equity** in Wo Xue's registered capital, with transfer procedures for the remaining **10% equity** currently underway[120](index=120&type=chunk)[122](index=122&type=chunk) - Upon completion of the remaining equity transfer, Wo Xue is expected to **resume its suspended business** and operate under new education regulatory requirements[120](index=120&type=chunk)[122](index=122&type=chunk) [Financial Review](index=35&type=section&id=Financial%20Review) This section reviews H1 2025 financial performance, noting decreased revenue, expanded loss, negative net current liabilities, and increased money lending revenue [Revenue](index=35&type=section&id=Revenue) Money lending revenue grew by 6.6% to RMB 9.5 million, while internet business revenue declined by 48.0% to RMB 18.5 million due to reduced demand - **Money lending business revenue** was approximately **RMB 9.5 million**, an increase of approximately **6.6%** from 2024[123](index=123&type=chunk)[127](index=127&type=chunk) - **Internet business revenue** was approximately **RMB 18.5 million**, a decrease of approximately **48.0%** from 2024, primarily due to reduced demand for refurbished used iPhones[125](index=125&type=chunk)[128](index=128&type=chunk) - **Internet education services suspended business operations** and did not contribute revenue[126](index=126&type=chunk)[129](index=129&type=chunk) - As of June 30, 2025, TCL had **20 borrower clients**, with loan receivables from the **top five borrowers accounting for approximately 63.1%** of the total[124](index=124&type=chunk)[127](index=127&type=chunk) [Cost of Sales/Service Rendered](index=36&type=section&id=Cost%20of%20Sales%2FService%20Rendered) Cost of sales decreased by 51.0% to RMB 17.4 million, mainly due to reduced internet business sales revenue - **Cost of sales decreased by approximately 51.0%** from approximately **RMB 35.4 million (restated)** in the prior period of 2024 to approximately **RMB 17.4 million**[131](index=131&type=chunk)[134](index=134&type=chunk) - The decrease in cost is primarily attributable to the **reduction in internet business sales revenue** during the review period[131](index=131&type=chunk)[134](index=134&type=chunk) [Gross Profit](index=36&type=section&id=Gross%20Profit) Gross profit increased to RMB 10.7 million, up from RMB 9.1 million in the prior period, primarily driven by money lending and internet businesses - **Gross profit** was approximately **RMB 10.7 million**, an increase from approximately **RMB 9.1 million** in the prior period of 2024[132](index=132&type=chunk)[135](index=135&type=chunk) - Gross profit primarily derived from **money lending business** and **internet business**[132](index=132&type=chunk)[135](index=135&type=chunk) [Reversal of Impairment Loss/Impairment Loss on Trade Receivables and Loan Receivables](index=36&type=section&id=Reversal%20of%20Impairment%20Loss%2FImpairment%20Loss%20on%20Trade%20Receivables%20and%20Loan%20Receivables) H1 2025 saw impairment reversals of RMB 1.5 million for trade receivables and RMB 0.2 million for loan receivables, indicating improved repayment capabilities - **Trade receivables impairment reversal** was approximately **RMB 1.5 million** (2024: approximately **RMB 0.1 million**)[133](index=133&type=chunk)[136](index=136&type=chunk) - **Loan receivables impairment reversal** was approximately **RMB 0.2 million** (2024: approximately **RMB 1.9 million**)[133](index=133&type=chunk)[136](index=136&type=chunk) - Improved repayment capabilities led to an **increase in impairment reversals**[133](index=133&type=chunk)[136](index=136&type=chunk) [Administrative Expenses](index=37&type=section&id=Administrative%20Expenses) Administrative expenses increased by 14.8% to RMB 16.7 million, mainly due to employee salary adjustments and higher legal and professional fees - **Administrative expenses increased by approximately 14.8%** from approximately **RMB 14.5 million (restated)** in the prior period of 2024 to approximately **RMB 16.7 million**[137](index=137&type=chunk)[141](index=141&type=chunk) - The increase was primarily due to **employee salary adjustments** and **higher legal and professional fees**[137](index=137&type=chunk)[141](index=141&type=chunk) [Finance Costs](index=37&type=section&id=Finance%20Costs) Finance costs decreased to RMB 14.6 million, down from RMB 21.7 million (restated) in the prior period, mainly due to changes in promissory note terms - **Finance costs** were approximately **RMB 14.6 million**, a decrease from approximately **RMB 21.7 million (restated)** in the prior period of 2024[138](index=138&type=chunk)[142](index=142&type=chunk) - The decrease was primarily due to **changes in the terms of certain promissory notes**[138](index=138&type=chunk)[142](index=142&type=chunk) [Taxation](index=37&type=section&id=Taxation) No Hong Kong profits tax was provided due to no taxable profits, while Chinese subsidiaries are provided at a 25% corporate income tax rate - No **Hong Kong profits tax** was provided due to the absence of taxable profits in Hong Kong[139](index=139&type=chunk)[143](index=143&type=chunk) - Chinese subsidiaries are provided at a **corporate income tax rate of 25%**[140](index=140&type=chunk)[143](index=143&type=chunk) [Loss and Total Comprehensive Expense for the Period](index=38&type=section&id=Loss%20and%20Total%20Comprehensive%20Expense%20for%20the%20Period) Loss and total comprehensive expense expanded to RMB 31.5 million, with basic loss per share increasing to RMB 0.63 cents - **Loss and total comprehensive expense** was approximately **RMB 31.5 million**, an expansion from approximately **RMB 25.8 million (restated)** in the prior period of 2024[145](index=145&type=chunk)[149](index=149&type=chunk) - **Basic loss per share** was approximately **RMB 0.63 cents**, higher than approximately **RMB 0.55 cents (restated)** in the prior period of 2024[145](index=145&type=chunk)[149](index=149&type=chunk) [Interim Dividend](index=38&type=section&id=Interim%20Dividend) The Board does not recommend an interim dividend for the six months ended June 30, 2025, consistent with the prior period - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 (**2024: nil**)[146](index=146&type=chunk)[150](index=150&type=chunk) [Capital Structure, Liquidity and Financial Resources](index=38&type=section&id=Capital%20Structure%2C%20Liquidity%20and%20Financial%20Resources) Bank balances and cash were RMB 23.2 million, total equity RMB 50.3 million, outstanding promissory notes RMB 176.9 million, and gearing ratio increased to 57% - **Bank balances and cash** were approximately **RMB 23.2 million** (December 31, 2024: approximately **RMB 26.5 million**)[147](index=147&type=chunk)[151](index=151&type=chunk) - **Total equity** was approximately **RMB 50.3 million** (December 31, 2024: approximately **RMB 81.8 million**)[147](index=147&type=chunk)[151](index=151&type=chunk) - **Outstanding promissory notes** were approximately **RMB 176.9 million** (December 31, 2024: approximately **RMB 188.4 million**)[147](index=147&type=chunk)[151](index=151&type=chunk) - The **gearing ratio** was approximately **57%** (December 31, 2024: approximately **53%**)[148](index=148&type=chunk)[151](index=151&type=chunk) [Pledge of Assets](index=39&type=section&id=Pledge%20of%20Assets) Buildings with a carrying amount of RMB 6.4 million were pledged to secure RMB 173.9 million in promissory notes, with no bank deposits pledged during the period - **Buildings with a carrying amount of approximately RMB 6.4 million** were pledged to secure promissory notes with a total carrying amount of approximately **RMB 173.9 million**[152](index=152&type=chunk)[156](index=156&type=chunk) - As of June 30, 2025, **no bank deposits were pledged** (December 31, 2024: approximately **RMB 8.3 million** in pledged bank deposits)[153](index=153&type=chunk)[156](index=156&type=chunk) [Material Acquisitions and Disposals of Subsidiaries and Associated Companies](index=39&type=section&id=Material%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%20and%20Associated%20Companies) The Group had no material acquisitions or disposals of subsidiaries, associated companies, or joint ventures during the reporting period - During the reporting period, the Group had **no material acquisitions or disposals of subsidiaries, associated companies, and joint ventures**[154](index=154&type=chunk)[157](index=157&type=chunk) [Contingent Liabilities](index=39&type=section&id=Contingent%20Liabilities) VT Zero Limited faces a HKD 63.16 million claim lawsuit from Ai Huishou Co., Ltd., has filed a counterclaim, and the trial is set for early July 2026 - **VT Zero Limited faces a claim lawsuit from Ai Huishou Co., Ltd. for approximately HKD 63.16 million**[155](index=155&type=chunk)[158](index=158&type=chunk) - The claim involves **unpaid net proceeds from goods sales, overdue remittances, and agreed buy-out prices for unsold goods**[155](index=155&type=chunk)[158](index=158&type=chunk) - **VT Zero has filed a counterclaim** and considers the claim to be without merit; the court has **dismissed the plaintiff's applications for interim payment and proprietary injunction**[160](index=160&type=chunk)[161](index=161&type=chunk)[162](index=162&type=chunk)[164](index=164&type=chunk) - The **trial is scheduled for early July 2026**[161](index=161&type=chunk)[164](index=164&type=chunk) [Currency Exchange Exposures](index=41&type=section&id=Currency%20Exchange%20Exposures) The Group's purchases, sales, and operating expenses are primarily denominated in EUR, RMB, and HKD, with effective monitoring of currency exchange risks - The Group's **purchases and sales are primarily denominated in Euro, RMB, and HKD**[165](index=165&type=chunk)[167](index=167&type=chunk) - Operating expenses are mainly denominated in **HKD and RMB**[165](index=165&type=chunk)[167](index=167&type=chunk) - The Group has effectively **monitored and managed its currency exchange rate fluctuation risks**[165](index=165&type=chunk)[167](index=167&type=chunk) [Human Resources and Staff Remuneration](index=41&type=section&id=Human%20Resources%20and%20Staff%20Remuneration) The Group increased its workforce to 42 employees, investing in training and fair remuneration to enhance professionalism and engagement - As of June 30, 2025, the Group employed a total of **42 staff** (2024: **35 staff**)[166](index=166&type=chunk)[168](index=168&type=chunk) - The Group continues to invest significant resources in **strengthening training programs**, providing training and learning opportunities for management and professional technical personnel[166](index=166&type=chunk)[168](index=168&type=chunk) - The Group promptly communicates the latest government industry policy information to all employees and provides **fair remuneration** to enhance employee professionalism[166](index=166&type=chunk)[168](index=168&type=chunk) [Future Prospects](index=42&type=section&id=Future%20Prospects) Despite global challenges, the Group anticipates slow economic recovery in H2 2025, pursuing prudent capital management and new business ventures for diversification and long-term growth - The Group expects the economies of Hong Kong and mainland China to continue a **slow recovery in H2 2025**, though prospects remain uncertain[171](index=171&type=chunk)[172](index=172&type=chunk) - The Group will continue to adopt **prudent capital management and liquidity risk management**, seeking loan growth with reasonable returns in the money lending business[171](index=171&type=chunk)[172](index=172&type=chunk) - The Group will continue to invest resources in expanding into the **Southeast Asian geospatial intelligence industry**, including satellite positioning terminal equipment and high-precision positioning geospatial intelligence solutions, having signed MOUs with several companies[173](index=173&type=chunk)[174](index=174&type=chunk) - The Group intends to **acquire 100% of Newsbaba Ltd. for RMB 120 million**, whose subsidiary Beijing Newsbaba Intellectual Property Agency Co., Ltd. provides intellectual property asset management and maintenance services[176](index=176&type=chunk)[178](index=178&type=chunk) - The Group will continue to **diversify its business**, actively exploring new products and opportunities for cooperation with new suppliers and clients across various industries[179](index=179&type=chunk)[181](index=181&type=chunk) [Compliance with Money Lenders Ordinance](index=45&type=section&id=Compliance%20with%20Money%20Lenders%20Ordinance) The Group's money lending business strictly complies with the Money Lenders Ordinance, with no objections or investigations received, and robust credit risk and loan recovery procedures in place - The Group's money lending business strictly complies with the **Money Lenders Ordinance, Chapter 163 of the Laws of Hong Kong**[180](index=180&type=chunk)[182](index=182&type=chunk) - Since its initial money lender's license issuance, no **objections or investigations** have been received from the Registrar of Money Lenders or the Commissioner of Police[180](index=180&type=chunk)[182](index=182&type=chunk) - Procedures for **monitoring loan repayments and recovery** have been adopted, including executive directors regularly reporting repayment status and handling overdue loans to the Board[184](index=184&type=chunk)[185](index=185&type=chunk) - Credit risk assessment includes **land searches, valuation reports, client financial status review, and background checks**[184](index=184&type=chunk)[185](index=185&type=chunk) [Other Information](index=47&type=section&id=Other%20Information) This section covers other important information, including corporate governance, directors' securities transactions, changes in director information, audit committee review, and share option scheme details [Compliance with Corporate Governance Code](index=47&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The Company has adopted and complied with the Corporate Governance Code principles and provisions outlined in Appendix 14 of the Listing Rules - The Company has adopted the **principles and code provisions of the Corporate Governance Code** set out in Appendix 14 of the Listing Rules[186](index=186&type=chunk)[189](index=189&type=chunk) - The Board believes that the Company has **complied with all applicable code provisions** for the six months ended June 30, 2025[186](index=186&type=chunk)[189](index=189&type=chunk) [Compliance with Model Code for Securities Transactions by Directors](index=47&type=section&id=Compliance%20with%20Model%20Code%20for%20Securities%20Transactions%20by%20Directors) The Company adopted a code of conduct no less exacting than the Model Code, with all directors confirming compliance and relevant employees also adhering to securities transaction rules - The Company has adopted a **code of conduct** whose terms are no less exacting than the Model Code set out in **Appendix 10 of the Listing Rules**[187](index=187&type=chunk)[190](index=190&type=chunk) - All Directors have confirmed **compliance with the code of conduct** for the six months ended June 30, 2025[187](index=187&type=chunk)[190](index=190&type=chunk) - Relevant employees who may possess unpublished price-sensitive information are required to comply with the **company's code for employee securities transactions**[188](index=188&type=chunk)[190](index=190&type=chunk) [Changes in Directors' Information](index=48&type=section&id=Changes%20in%20Directors'%20Information) Mr. Li Kam Wing was appointed as an Independent Non-Executive Director on June 25, 2025, while Mr. Tang Yiu On resigned on August 15, 2025 - **Mr. Li Kam Wing** was appointed as an **Independent Non-Executive Director** on June 25, 2025[191](index=191&type=chunk)[194](index=194&type=chunk) - **Mr. Tang Yiu On resigned** as an Independent Non-Executive Director on August 15, 2025, to dedicate more time to other business endeavors[192](index=192&type=chunk)[194](index=194&type=chunk) [Audit Committee and Review of Unaudited Interim Results](index=48&type=section&id=Audit%20Committee%20and%20Review%20of%20Unaudited%20Interim%20Results) The Audit Committee, composed of three independent non-executive directors, reviewed accounting policies, audit matters, and the unaudited interim results for the period - The Audit Committee comprises **three independent non-executive directors**: **Mr. Li Kam Wing** (appointed August 15, 2025), **Mr. Li Yisheng**, and **Mr. Cao Ke**[193](index=193&type=chunk)[195](index=195&type=chunk) - The Committee has reviewed the **accounting principles and policies** adopted by the Group and discussed **audit, internal control, and financial reporting matters**[193](index=193&type=chunk)[195](index=195&type=chunk) - The Committee has **reviewed the unaudited interim results** for the six months ended June 30, 2025[193](index=193&type=chunk)[195](index=195&type=chunk) [Important Events After the Reporting Period](index=49&type=section&id=Important%20Events%20After%20the%20Reporting%20Period) Post-reporting period, AIA Credit Limited granted a HKD 5 million loan, and two promissory notes totaling HKD 197,416,000 had their maturity dates extended - On July 11, 2025, subsidiary **AIA Credit Limited granted a loan with a principal amount of HKD 5 million**[196](index=196&type=chunk)[198](index=198&type=chunk) - The maturity dates of two promissory notes with principal amounts of **HKD 44,208,000** and **HKD 153,208,000** were extended from January 1, 2026, to **January 1, 2027**[197](index=197&type=chunk)[199](index=199&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=50&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the six months ended June 30, 2025 - During the six months ended June 30, 2025, **neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities**[201](index=201&type=chunk)[203](index=203&type=chunk) [Share Option Scheme and Movement of the Share Options](index=50&type=section&id=Share%20Option%20Scheme%20and%20Movement%20of%20the%20Share%20Options) The Company's share option scheme provides incentives, with 237,000,000 outstanding options (5.81% of issued shares) and no movement during the period - The **share option scheme** was adopted on September 24, 2021, to provide incentives or rewards to selected eligible participants[202](index=202&type=chunk)[204](index=204&type=chunk) - As of June 30, 2025, the number of shares involved in **granted and outstanding share options was 237,000,000 shares**, representing **5.81% of issued shares**[212](index=212&type=chunk)[213](index=213&type=chunk) - There was **no movement in share options** under the share option scheme for the six months ended June 30, 2025[219](index=219&type=chunk)[220](index=220&type=chunk) - The **exercise period for share options** is any time from the third anniversary to the tenth anniversary of the grant date[217](index=217&type=chunk) [Interests and Short Positions of Directors in Shares](index=56&type=section&id=Interests%20and%20Short%20Positions%20of%20Directors%20in%20Shares) As of June 30, 2025, Mr. Zhu Min held long positions of 356,000,000 shares (8.72%) through a controlled corporation and 634,284,000 shares (15.54%) through Cybernaut International Limited Directors' Long Positions in Shares and Underlying Shares | Name of Shareholder | Nature of Interest | Number of Securities Held | Approximate Percentage of Equity (%) | | :--- | :--- | :--- | :--- | | Mr. Zhu Min | Interest in controlled corporation | 356,000,000 shares (L) | 8.72% | | Cybernaut International Limited | Beneficial owner | 634,284,000 shares (L) | 15.54% | - **Cybernaut International Limited is wholly owned by Mr. Zhu Min**[229](index=229&type=chunk) [Interest Discloseable Under SFO and Substantial Shareholders](index=57&type=section&id=Interest%20Discloseable%20Under%20SFO%20and%20Substantial%20Shareholders) As of June 30, 2025, no person, other than disclosed directors, notified the Company of disclosable interests or short positions under SFO Part XV, or direct/indirect interests of 5% or more - As of June 30, 2025, other than directors' interests, the Company had **not been notified by any person of disclosable interests or short positions** in shares or underlying shares under the Securities and Futures Ordinance[230](index=230&type=chunk)[232](index=232&type=chunk) - Furthermore, no person held direct or indirect interests in **5% or more of the shares**[230](index=230&type=chunk)[232](index=232&type=chunk) [Appreciation](index=57&type=section&id=Appreciation) The Company extends its gratitude to shareholders, business partners, clients, and dedicated staff for their continuous support and contributions - The Company expresses its appreciation to **shareholders, business partners, and clients for their continuous support**[231](index=231&type=chunk)[233](index=233&type=chunk) - The Company thanks its **dedicated staff for their contributions to the Group's success**[231](index=231&type=chunk)[233](index=233&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: 賽伯樂國際控股有限公司 ( 於開曼群島註冊成立之有限公司) 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) | 01020 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 19,066,667,000 | HKD | | 0.1 HKD | | 1,906,666,700 | | 增加 / 減少 (-) | | | 0 | | | HKD | | 0 | | 本月底結存 | | | 19,066,667,000 | HKD | | 0.1 HKD | | 1,906,666,700 | ...

赛伯乐国际控股(01020)发布截至2025年6月30日止6个月中期业绩，集团收入人民币2802.9万元，同比减 少37.02%;股东应占亏损3105.3万元，同比扩大16.06%;每股亏损0.63分。 ...

Corporate Information [Corporate Information Details](index=3&type=section&id=Corporate%20Information%20Details) This section details the company's governance structure and contact information, including key personnel and operational specifics - Executive Directors include **Mr. Zhu Min (Chairman)** and **Ms. Ye Xinyu**[7](index=7&type=chunk) - Independent Non-executive Directors include **Mr. Li Kam Wing** (appointed on June 25, 2025), **Mr. Li Yisheng**, and **Mr. Cao Ke**, with **Mr. Tang Yiu On** resigning on August 15, 2025[7](index=7&type=chunk) - The company's stock code is **HKEX: 1020**[14](index=14&type=chunk) Unaudited Interim Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income [Profit or Loss Summary](index=6&type=section&id=Profit%20or%20Loss%20Summary) For the six months ended June 30, 2025, the group experienced a significant decline in revenue, leading to an increased loss for the period and total comprehensive expenses, alongside a wider basic and diluted loss per share Key Profit or Loss Data (RMB in thousands) | Indicator | H1 2025 | H1 2024 (Restated) | | :--- | :--- | :--- | | Revenue | 28,029 | 44,505 | | Cost of sales/services | (17,356) | (35,388) | | Gross profit | 10,673 | 9,117 | | Net other gains or losses | (8,320) | (2,362) | | Net impairment losses | (2,077) | 2,002 | | Administrative expenses | (16,655) | (14,510) | | Finance costs | (14,624) | (21,658) | | Loss before tax | (31,003) | (27,411) | | Loss for the period | (31,003) | (27,411) | | Total comprehensive expenses for the period | (31,512) | (25,835) | | Basic and diluted loss per share | (RMB 0.63 cents) | (RMB 0.55 cents) | Unaudited Interim Condensed Consolidated Statement of Financial Position [Financial Position Summary](index=8&type=section&id=Financial%20Position%20Summary) As of June 30, 2025, the group's net current liabilities significantly increased, resulting in a substantial decrease in total assets less current liabilities and net assets, primarily due to a sharp rise in the current portion of promissory notes Key Financial Position Data (RMB in thousands) | Indicator | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Non-current assets | 82,548 | 86,956 | | Current assets | 233,126 | 306,988 | | Current liabilities | 265,354 | 126,504 | | Net current (liabilities)/assets | (32,228) | 180,484 | | Total assets less current liabilities | 50,320 | 267,440 | | Non-current liabilities | – | 185,615 | | Net assets | 50,320 | 81,825 | | Total equity | 50,320 | 81,825 | - The current portion of promissory notes significantly increased from approximately **RMB 2,984 thousand** as of December 31, 2024, to approximately **RMB 176,873 thousand** as of June 30, 2025[20](index=20&type=chunk) Unaudited Interim Condensed Consolidated Statement of Changes in Equity [Equity Changes Summary](index=10&type=section&id=Equity%20Changes%20Summary) For the six months ended June 30, 2025, total equity attributable to owners decreased from approximately RMB 82,270 thousand at the beginning of the period to RMB 50,716 thousand at the end, mainly due to loss for the period and exchange differences Key Equity Changes Data (RMB in thousands) | Indicator | January 1, 2025 (Audited) | Loss for the period | Other comprehensive expenses | June 30, 2025 (Unaudited) | | :--- | :--- | :--- | :--- | :--- | | Equity attributable to owners of the Company | 82,270 | (31,053) | (508) | 50,716 | | Non-controlling interests | (445) | 50 | (1) | (396) | | Total equity | 81,825 | (31,003) | (509) | 50,320 | Unaudited Interim Condensed Consolidated Statement of Cash Flows [Cash Flows Summary](index=11&type=section&id=Cash%20Flows%20Summary) For the six months ended June 30, 2025, the group generated net cash from operating activities, but net cash used in financing activities led to an overall decrease in cash and cash equivalents Key Cash Flow Data (RMB in thousands) | Indicator | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Net cash generated from operating activities | 26,067 | 21,511 | | Net cash used in investing activities | 107 | (4,510) | | Net cash used in financing activities | (28,685) | 1,944 | | Net decrease in cash and cash equivalents | (2,511) | 18,945 | | Cash and cash equivalents at end of period | 23,248 | 51,557 | Notes to the Unaudited Interim Condensed Consolidated Financial Statements [1. BASIS OF PREPARATION](index=12&type=section&id=1.%20BASIS%20OF%20PREPARATION) The condensed consolidated financial statements are prepared under HKAS 34 "Interim Financial Reporting" and Appendix 16 of the Listing Rules, primarily on a historical cost basis, with some financial instruments measured at fair value - The financial statements are prepared in accordance with **Hong Kong Accounting Standard 34 "Interim Financial Reporting"** issued by the Hong Kong Institute of Certified Public Accountants and Appendix 16 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[25](index=25&type=chunk)[29](index=29&type=chunk) - The statements are prepared on a **historical cost basis**, except for certain financial instruments measured at fair value[26](index=26&type=chunk)[30](index=30&type=chunk) [2. PRINCIPAL ACCOUNTING POLICIES](index=12&type=section&id=2.%20PRINCIPAL%20ACCOUNTING%20POLICIES) Accounting policies for this period are consistent with those applied in the annual financial statements for the year ended December 31, 2024, with no significant impact from new or revised HKFRSs - The accounting policies for the six months ended June 30, 2025, are **consistent** with those presented in the group's annual financial statements for the year ended December 31, 2024[27](index=27&type=chunk)[30](index=30&type=chunk) - New or revised standards effective from January 1, 2025, had **no significant impact** on the group's consolidated financial statements[32](index=32&type=chunk) [3. PRIOR PERIOD ADJUSTMENTS ON COMPARATIVE FIGURES](index=13&type=section&id=3.%20PRIOR%20PERIOD%20ADJUSTMENTS%20ON%20COMPARATIVE%20FIGURES) Management adjusted prior period financial statements to correct errors in exchange difference allocation for non-controlling interests and promissory note amortization, leading to restated comparative information - An error was identified regarding the allocation of exchange differences arising from the translation of the presentation currency of a non-wholly owned subsidiary, requiring a revision of the allocation between **owners of the Company and non-controlling interests**[34](index=34&type=chunk) - The amortization schedule for promissory notes was previously incorrect, with the revised effective interest rate for the PN corrected from 16.78% to **23.72%**, necessitating an adjustment to interest expenses[34](index=34&type=chunk) Impact of Prior Period Adjustments on Profit or Loss (RMB in thousands) | Indicator | Previously Reported | Prior Period Adjustment (1) | Prior Period Adjustment (2) | Restated | | :--- | :--- | :--- | :--- | :--- | | Finance costs | (17,050) | – | (4,608) | (21,658) | | Loss before tax | (22,803) | – | (4,608) | (27,411) | | Loss for the period | (22,803) | – | (4,608) | (27,411) | | Loss for the period attributable to owners of the Company | (22,149) | – | (4,608) | (26,757) | | Basic and diluted loss per share | (RMB 0.45 cents) | – | (RMB 0.1 cents) | (RMB 0.55 cents) | [4. REVENUE](index=15&type=section&id=4.%20REVENUE) The group's total revenue decreased by approximately 37% year-on-year in the first half of 2025, primarily due to a significant reduction in internet business revenue, while money lending business revenue slightly increased Revenue Analysis (RMB in thousands) | Revenue Source | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Revenue from internet business | 18,498 | 35,568 | | Revenue from money lending business | 9,531 | 8,937 | | **Total Revenue** | **28,029** | **44,505** | [5. OPERATING SEGMENTS](index=15&type=section&id=5.%20OPERATING%20SEGMENTS) The group's operating segments have been reclassified from three (money lending, e-commerce, internet education services) to two (money lending business and internet business) to reflect the current internal reporting structure, with money lending business recording a profit and internet business a loss in H1 2025 - The group's operating activities are divided into two segments: i) **money lending business**; and ii) **internet business** (e-commerce and internet education services have been merged)[41](index=41&type=chunk)[43](index=43&type=chunk) Revenue and Results by Operating Segment (RMB in thousands) | Segment | H1 2025 Revenue | H1 2025 Segment (Loss)/Profit | | :--- | :--- | :--- | | Money lending business | 9,531 | 5,212 | | Internet business | 18,498 | (6,124) | | **Consolidated** | **28,029** | **(912)** | | Unallocated corporate income | | 832 | | Unallocated corporate expenses | | (30,923) | | **Loss before tax** | | **(31,003)** | [6. NET IMPAIRMENT LOSS RECOGNISED/(REVERSED)](index=18&type=section&id=6.%20NET%20IMPAIRMENT%20LOSS%20RECOGNISED/(REVERSED)) In the first half of 2025, the group recognized a net impairment loss of approximately RMB 2,077 thousand, contrasting with a net impairment reversal of approximately RMB 2,002 thousand in the same period of 2024, mainly due to impairment loss on other receivables Net Impairment Loss Recognised/(Reversed) (RMB in thousands) | Item | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Trade receivables | (1,512) | (53) | | Loan receivables | (195) | (1,949) | | Other receivables | 3,784 | – | | **Net impairment loss recognised/(reversed)** | **2,077** | **(2,002)** | [7. FINANCE COSTS](index=18&type=section&id=7.%20FINANCE%20COSTS) The group's finance costs decreased by approximately 32.5% year-on-year in the first half of 2025, primarily due to reduced interest on promissory notes Finance Costs (RMB in thousands) | Item | H1 2025 | H1 2024 (Restated) | | :--- | :--- | :--- | | Interest on lease liabilities | 45 | 43 | | Interest on promissory notes | 14,492 | 21,476 | | Interest on borrowings | 87 | 139 | | **Total finance costs** | **14,624** | **21,658** | [8. TAXATION](index=19&type=section&id=8.%20TAXATION) The group has no assessable profits in Hong Kong, thus no Hong Kong profits tax is provided, while its PRC subsidiaries are subject to a 25% corporate income tax rate - No provision for **Hong Kong profits tax** has been made for the current and prior periods as the group had no assessable profits arising in Hong Kong[55](index=55&type=chunk)[58](index=58&type=chunk) - The tax rate for the PRC subsidiaries is **25%**[59](index=59&type=chunk)[61](index=61&type=chunk) [9. LOSS FOR THE PERIOD](index=20&type=section&id=9.%20LOSS%20FOR%20THE%20PERIOD) For the first half of 2025, the group's loss for the period was RMB 31,003 thousand, primarily after deducting inventory costs recognized as expenses, depreciation of property, plant and equipment, and right-of-use assets Key Deductions for Loss for the Period (RMB in thousands) | Item | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Cost of inventories recognized as expense | 16,274 | 34,447 | | Depreciation of property, plant and equipment | 246 | 281 | | Depreciation of right-of-use assets | 668 | 716 | [10. DIVIDENDS](index=21&type=section&id=10.%20DIVIDENDS) The Board of Directors does not recommend the payment of an interim dividend for the current period - The Directors do not recommend the payment of an interim dividend for the six months ended June 30, 2025 (H1 2024: nil)[64](index=64&type=chunk)[65](index=65&type=chunk) [11. LOSS PER SHARE](index=21&type=section&id=11.%20LOSS%20PER%20SHARE) In the first half of 2025, basic and diluted loss per share attributable to owners was RMB 0.63 cents, an increase from RMB 0.55 cents in the same period of 2024, with diluted loss being the same as basic loss as share options would reduce loss per share Loss Per Share Data | Indicator | H1 2025 | H1 2024 (Restated) | | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company (RMB in thousands) | (31,053) | (26,757) | | Weighted average number of ordinary shares for basic and diluted loss per share (thousands of shares) | 4,918,781 | 4,908,781 | | Basic and diluted loss per share | (RMB 0.63 cents) | (RMB 0.55 cents) | - The diluted loss per share is the same as the basic loss per share because the calculation of diluted loss per share does not assume the exercise of the company's outstanding share options, as they would result in a **reduction in loss per share**[69](index=69&type=chunk)[72](index=72&type=chunk) [12. PROPERTY, PLANT AND EQUIPMENT](index=22&type=section&id=12.%20PROPERTY,%20PLANT%20AND%20EQUIPMENT) For the six months ended June 30, 2025, the group neither purchased nor disposed of any property, plant and equipment - For the six months ended June 30, 2025, the group **neither purchased nor disposed of any property, plant and equipment** (2024: nil)[70](index=70&type=chunk)[73](index=73&type=chunk) [13. RIGHT-OF-USE ASSETS](index=22&type=section&id=13.%20RIGHT-OF-USE%20ASSETS) No new right-of-use assets were added during the period ended June 30, 2025, compared to RMB 2,615 thousand in the same period of 2024 - During the period ended June 30, 2025, **no new right-of-use assets were added** (2024: RMB 2,615 thousand)[71](index=71&type=chunk)[74](index=74&type=chunk) [14. TRADE RECEIVABLES](index=23&type=section&id=14.%20TRADE%20RECEIVABLES) As of June 30, 2025, trade receivables significantly decreased to RMB 23,217 thousand, with an impairment reversal of approximately RMB 1,512 thousand recognized Ageing Analysis of Trade Receivables (RMB in thousands) | Ageing | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | 0 to 30 days | 8,473 | 7,208 | | 31 to 60 days | 3,192 | 17,966 | | 61 to 90 days | 3,707 | 12,929 | | 91 to 120 days | 1,349 | 566 | | 121 to 180 days | – | – | | 181 days to one year | 6,496 | 11,618 | | **Total** | **23,217** | **50,287** | - An impairment reversal of approximately **RMB 1,512 thousand** was recognized for the six months ended June 30, 2025 (H1 2024: approximately RMB 53 thousand)[79](index=79&type=chunk)[81](index=81&type=chunk) [15. LOAN RECEIVABLES](index=24&type=section&id=15.%20LOAN%20RECEIVABLES) As of June 30, 2025, net loan receivables decreased to RMB 168,703 thousand, with an impairment reversal of approximately RMB 195 thousand recognized Loan Receivables by Maturity (RMB in thousands) | Remaining Period | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Within three months | 82,960 | 122,208 | | Three months to one year | 81,011 | 80,367 | | Over one year (with repayment on demand clause) | 4,732 | 6,644 | | Over one year | – | 523 | | **Total** | **168,703** | **209,742** | - An impairment reversal of approximately **RMB 195 thousand** was recognized for the six months ended June 30, 2025 (H1 2024: approximately RMB 1,949 thousand)[84](index=84&type=chunk)[86](index=86&type=chunk) - Loan receivables bear interest at **variable and fixed rates** and are secured by properties and personal guarantees of the debtors/certain individuals[80](index=80&type=chunk)[82](index=82&type=chunk) [16. TRADE PAYABLES](index=25&type=section&id=16.%20TRADE%20PAYABLES) As of June 30, 2025, trade payables decreased to RMB 40,300 thousand, with suppliers granting credit terms within 30 days Ageing Analysis of Trade Payables (RMB in thousands) | Ageing | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | 0 to 30 days | 7,933 | 7,167 | | 31 to 60 days | – | 17,064 | | 61 to 90 days | 6,733 | 12,084 | | Over 90 days | 25,634 | 31,748 | | **Total** | **40,300** | **68,063** | - The credit period granted by suppliers to the group is **within 30 days**[89](index=89&type=chunk) [17. PROMISSORY NOTES](index=26&type=section&id=17.%20PROMISSORY%20NOTES) As of June 30, 2025, total promissory notes amounted to RMB 176,873 thousand, with all promissory notes classified as current liabilities and no non-current portion Promissory Notes Movement and Analysis (RMB in thousands) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | At January 1 | 188,360 | 198,256 | | Accrued interest deducted | 14,492 | 36,868 | | Loss on revised promissory notes | 1,045 | 6,876 | | Repayment | (12,996) | (39,257) | | Exchange adjustment | (6,197) | 8,345 | | **At June 30/December 31** | **176,873** | **188,360** | | **Analysed as:** | | | | Current | 176,873 | 2,984 | | Non-current | – | 185,376 | [18. SHARE CAPITAL](index=27&type=section&id=18.%20SHARE%20CAPITAL) As of June 30, 2025, the company's issued and fully paid share capital remained at 4,081,448 thousand shares, equivalent to RMB 346,736 thousand Share Capital Details | Item | Number of Shares (thousands of shares) | Amount (HKD in thousands) | | :--- | :--- | :--- | | Authorised share capital (HKD 0.10 par value per share) | 19,066,667 | 1,906,667 | | Issued and fully paid share capital (as at June 30, 2025) | 4,081,448 | 408,145 | | Shown in condensed consolidated financial statements (RMB in thousands equivalent) | | 346,736 | [19. RELATED PARTY TRANSACTIONS](index=28&type=section&id=19.%20RELATED%20PARTY%20TRANSACTIONS) Related party transactions primarily involve remuneration for directors and key management, along with loan receivables and interest received from executive directors, with one executive director's loan fully repaid in early 2025 Remuneration of Directors and Key Management (RMB in thousands) | Item | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Remuneration of directors and other key management personnel | 849 | 1,136 | | Contributions to retirement benefit schemes | 8 | 7 | | **Total** | **857** | **1,143** | Related Party Transactions (RMB in thousands) | Name of Related Party | Relationship | Nature of Transaction/Balance | H1 2025 | H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Lu Yongchao (resigned Executive Director) | Executive Director | Interest received on loan | 28 | 63 | | | | Loan receivables | – | 2,692 | | Ye Xinyu | Executive Director | Interest received on loan | 81 | 79 | | | | Loan receivables | 2,644 | 2,647 | - The loan receivables from **Mr. Lu Yongchao** were fully repaid in early 2025[100](index=100&type=chunk) [20. EVENT AFTER THE REPORTING PERIOD](index=30&type=section&id=20.%20EVENT%20AFTER%20THE%20REPORTING%20PERIOD) Two significant events occurred after the reporting period: a subsidiary granted a HKD 5 million loan, and the maturity dates of two promissory notes were extended to January 1, 2027 - On July 11, 2025, AIA Credit Limited, a subsidiary of the Company, granted a loan with a principal amount of **HKD 5 million** to a borrower[101](index=101&type=chunk)[104](index=104&type=chunk) - The maturity dates of two promissory notes with principal amounts of **HKD 44,208,000** and **HKD 153,208,000** were extended from January 1, 2026, to January 1, 2027[103](index=103&type=chunk)[105](index=105&type=chunk) Management Discussion and Analysis [MARKET REVIEW](index=31&type=section&id=MARKET%20REVIEW) In the first half of 2025, China's economy grew by 5.3% amidst a complex international environment and US tariff policies, leading major economies, while Hong Kong's economy also expanded steadily, though global uncertainties remain high - In the first half of 2025, China's Gross Domestic Product (GDP) grew by **5.3% year-on-year**, leading major economies[106](index=106&type=chunk)[109](index=109&type=chunk) - Major international economic institutions forecast global economic growth to slow to **2.3%-2.4%** in 2025[107](index=107&type=chunk)[109](index=109&type=chunk) - Hong Kong's economy demonstrated considerable resilience with a **3.1% year-on-year real GDP growth** in Q2 2025, but external uncertainties remain high[112](index=112&type=chunk)[113](index=113&type=chunk) [BUSINESS REVIEW](index=33&type=section&id=BUSINESS%20REVIEW) The group's business is divided into money lending and internet segments; money lending performed stably, while internet business revenue decreased due to lower demand for refurbished used iPhones, and internet education services are undergoing restructuring after suspending operations due to policy changes - The group's money lending business (AIA Credit Limited, TCL) provides a **stable revenue source** by offering first mortgage property loans to high-net-worth or large corporate clients[116](index=116&type=chunk)[119](index=119&type=chunk) - The e-commerce segment of the internet business (VTZero) saw a **decrease in revenue** in the first half of 2025, primarily due to reduced demand for refurbished used iPhones[121](index=121&type=chunk)[123](index=123&type=chunk) - Internet education services (WoXue) suspended operations in July 2021 due to China's "Double Reduction" policy and are currently undergoing **restructuring**, with business expected to resume upon completion of equity transfer[122](index=122&type=chunk)[124](index=124&type=chunk) [FINANCIAL REVIEW](index=35&type=section&id=FINANCIAL%20REVIEW) The group experienced a decline in revenue and an expanded loss for the period in the first half of 2025, despite an increase in gross profit, alongside rising administrative expenses, reduced finance costs, an increased gearing ratio, and challenging liquidity Key Financial Review Data (RMB in thousands) | Indicator | H1 2025 | H1 2024 (Restated) | | :--- | :--- | :--- | | Total revenue | 28,029 | 44,505 | | Money lending business revenue | 9,500 | 8,900 | | Internet business revenue | 18,500 | 35,600 | | Cost of sales/services | 17,400 | 35,400 | | Gross profit | 10,700 | 9,100 | | Impairment reversal on trade receivables | 1,500 | 100 | | Impairment reversal on loan receivables | 200 | 1,900 | | Administrative expenses | 16,700 | 14,500 | | Finance costs | 14,600 | 21,700 | | Loss for the period and total comprehensive expenses | 31,500 | 25,800 | | Basic loss per share | RMB 0.63 cents | RMB 0.55 cents | | Bank balances and cash (end of period) | 23,200 | 26,500 | | Total equity (end of period) | 50,300 | 81,800 | | Promissory notes (end of period) | 176,900 | 188,400 | | Gearing ratio | 57% | 53% | - The group **did not declare any interim dividend** for the first half of 2025[148](index=148&type=chunk)[152](index=152&type=chunk) - As of June 30, 2025, the group pledged buildings with a carrying value of approximately **RMB 6.4 million** as collateral for promissory notes totaling approximately **RMB 173.9 million**, with no bank deposits pledged[154](index=154&type=chunk)[155](index=155&type=chunk)[158](index=158&type=chunk) - During the reporting period, the group had **no significant acquisitions or disposals** of subsidiaries and associates[156](index=156&type=chunk)[159](index=159&type=chunk) [CONTINGENT LIABILITIES](index=39&type=section&id=CONTINGENT%20LIABILITIES) The group is involved in a significant lawsuit against its subsidiary VT Zero Limited, claiming approximately HKD 63.16 million; the court dismissed the plaintiff's interim payment and injunction applications, with the trial scheduled for early July 2026 - VT Zero Limited, a wholly-owned subsidiary, received a writ of summons from the High Court of Hong Kong, with a supplier, Ai Shou Hui Co., Limited, claiming approximately **HKD 26.23 million** (net proceeds from sales of unpaid goods) and approximately **HKD 36.93 million** (overdue remittances)[157](index=157&type=chunk)[160](index=160&type=chunk) - VT Zero disputes the claims and has filed a counterclaim, alleging the plaintiff breached quality warranties and that the overdue remittances constitute **unenforceable penalties**[162](index=162&type=chunk)[166](index=166&type=chunk) - The court dismissed the plaintiff's applications for interim payment and proprietary injunction in June 2023, finding that VT Zero had a reasonably arguable defense, with the trial scheduled for **early July 2026**[163](index=163&type=chunk)[166](index=166&type=chunk) [CURRENCY EXCHANGE EXPOSURES](index=41&type=section&id=CURRENCY%20EXCHANGE%20EXPOSURES) The group's purchases and sales are primarily denominated in Euro, RMB, and HKD, while operating expenses are mainly in HKD and RMB, with robust monitoring and management of currency exchange rate fluctuation risks - The group's purchases and sales are primarily denominated in **Euro, RMB, and HKD**, while operating expenses are mainly in **HKD and RMB**[167](index=167&type=chunk)[169](index=169&type=chunk) - The group has established a robust system to **monitor and manage** the risks associated with currency exchange rate fluctuations[167](index=167&type=chunk)[169](index=169&type=chunk) [HUMAN RESOURCES AND STAFF REMUNERATION](index=41&type=section&id=HUMAN%20RESOURCES%20AND%20STAFF%20REMUNERATION) As of June 30, 2025, the group's total headcount increased to 42, with continued investment in training programs and fair compensation to enhance employee professionalism and cohesion - As of June 30, 2025, the group employed a total of **42 staff** in mainland China and Hong Kong (2024: 35 staff)[168](index=168&type=chunk)[170](index=170&type=chunk) - The group continues to invest significant resources to enhance **training programs**, providing learning opportunities for management and professional technical personnel[168](index=168&type=chunk)[170](index=170&type=chunk) - The group provides **fair remuneration** to its employees to encourage their dedication and enhance professionalism[168](index=168&type=chunk)[170](index=170&type=chunk) [FUTURE PROSPECTS](index=42&type=section&id=FUTURE%20PROSPECTS) Despite global economic uncertainties, the group anticipates a slow recovery in Hong Kong and mainland China's economies, planning cautious capital management, seeking growth in money lending, diversifying internet business, and actively expanding into new areas like satellite technology products and intellectual property services, especially in Southeast Asia - The group anticipates a **slow recovery** in the economies of Hong Kong and mainland China in the second half of 2025, though market volatility and geopolitical situations continue to pose uncertainties[173](index=173&type=chunk)[174](index=174&type=chunk) - The group will continue to adopt **prudent capital management and liquidity risk management**, seek reasonable returns from loan growth in its money lending business, and implement robust and flexible marketing strategies for its internet business[173](index=173&type=chunk)[174](index=174&type=chunk) - The group is actively exploring market opportunities for **communication, navigation, and remote sensing satellite technology products and solutions**, particularly in Hong Kong, Southeast Asia, and the Middle East, and has signed MOUs with several ASEAN companies[175](index=175&type=chunk)[176](index=176&type=chunk) - The group intends to acquire Newsbaba Ltd. for **RMB 120 million** to expand into the Chinese intellectual property asset management and maintenance services market[178](index=178&type=chunk)[180](index=180&type=chunk) [COMPLIANCE WITH MONEY LENDERS ORDINANCE (CHAPTER 163 OF THE LAWS OF HONG KONG) (THE "MLO")](index=45&type=section&id=COMPLIANCE%20WITH%20MONEY%20LENDERS%20ORDINANCE%20(CHAPTER%20163%20OF%20THE%20LAWS%20OF%20HONG%20KONG)%20(THE%20%22MLO%22)) The group's money lending business strictly complies with the Money Lenders Ordinance, targeting high-net-worth individuals, corporations, and other licensed money lenders, with most loans secured by Hong Kong properties and rigorous credit risk assessment and monitoring procedures - The group's money lending business is required to and has at all times **strictly complied with all relevant laws and regulations**, including the Money Lenders Ordinance (Chapter 163 of the Laws of Hong Kong)[182](index=182&type=chunk)[184](index=184&type=chunk) - The primary target clients are **high-net-worth individuals, corporations, and other licensed money lenders** referred through commercial networks, with most loans secured by first legal mortgages on Hong Kong properties[186](index=186&type=chunk)[187](index=187&type=chunk) - The company has adopted procedures for **monitoring loan repayment and recovery**, including direct management of the lending segment by executive directors and regular reporting to the Board[186](index=186&type=chunk)[187](index=187&type=chunk) Other Information [COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE](index=47&type=section&id=COMPLIANCE%20WITH%20THE%20CORPORATE%20GOVERNANCE%20CODE) The company has adopted the principles and code provisions of the Corporate Governance Code and complied with all applicable code provisions for the six months ended June 30, 2025 - The company has adopted the principles and code provisions of the **Corporate Governance Code** as set out in Appendix 14 of the Listing Rules[188](index=188&type=chunk)[191](index=191&type=chunk) - The Board believes that the company has **complied with all applicable code provisions** set out in Part 2 of the Corporate Governance Code for the six months ended June 30, 2025[188](index=188&type=chunk)[191](index=191&type=chunk) [COMPLIANCE WITH THE MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS OF LISTED ISSUERS](index=47&type=section&id=COMPLIANCE%20WITH%20THE%20MODEL%20CODE%20FOR%20SECURITIES%20TRANSACTIONS%20BY%20DIRECTORS%20OF%20LISTED%20ISSUERS) The company has adopted a strict code of conduct for directors' securities transactions, with all directors confirming compliance, and relevant employees also bound by similar rules - The company has adopted a **code of conduct for directors' securities transactions** with terms no less exacting than the required standard set out in Appendix 10 of the Listing Rules[189](index=189&type=chunk)[192](index=192&type=chunk) - Following specific enquiries with all Directors, all Directors have confirmed their **compliance with the required standard** set out in the Model Code for the six months ended June 30, 2025[189](index=189&type=chunk)[192](index=192&type=chunk) - Relevant employees who may possess unpublished price-sensitive information are required to comply with the company's **code for employee securities transactions**[190](index=190&type=chunk)[192](index=192&type=chunk) [CHANGES IN DIRECTORS' INFORMATION](index=48&type=section&id=CHANGES%20IN%20DIRECTORS'%20INFORMATION) Mr. Li Kam Wing was appointed as an Independent Non-executive Director on June 25, 2025, while Mr. Tang Yiu On resigned as an Independent Non-executive Director on August 15, 2025 - **Mr. Li Kam Wing** was appointed as an Independent Non-executive Director of the company on June 25, 2025[193](index=193&type=chunk)[196](index=196&type=chunk) - **Mr. Tang Yiu On** resigned as an Independent Non-executive Director on August 15, 2025[194](index=194&type=chunk)[196](index=196&type=chunk) [AUDIT COMMITTEE AND REVIEW OF THE UNAUDITED INTERIM RESULTS](index=48&type=section&id=AUDIT%20COMMITTEE%20AND%20REVIEW%20OF%20THE%20UNAUDITED%20INTERIM%20RESULTS) The Audit Committee, in conjunction with management, reviewed the group's accounting principles and policies, discussed audit, internal control, and financial reporting matters, and reviewed the unaudited interim results for the six months ended June 30, 2025 - The Audit Committee comprises three Independent Non-executive Directors: **Mr. Li Kam Wing** (appointed on August 15, 2025), **Mr. Li Yisheng**, **Mr. Cao Ke**, and **Mr. Tang Yiu On** (resigned on August 15, 2025)[195](index=195&type=chunk)[197](index=197&type=chunk) - The Audit Committee has reviewed the group's **accounting principles, policies, audit, internal control, and financial reporting matters**, and has reviewed the unaudited interim results for the first half of 2025[195](index=195&type=chunk)[197](index=197&type=chunk) [IMPORTANT EVENTS AFTER THE REPORTING PERIOD](index=49&type=section&id=IMPORTANT%20EVENTS%20AFTER%20THE%20REPORTING%20PERIOD) After the reporting period, a subsidiary of the company granted a HKD 5 million loan, and the maturity dates of two promissory notes were extended to January 1, 2027 - On July 11, 2025, AIA Credit Limited, a subsidiary of the company, entered into a loan agreement with a borrower, granting a loan with a principal amount of **HKD 5 million**[198](index=198&type=chunk)[200](index=200&type=chunk) - The maturity dates of two promissory notes with principal amounts of **HKD 44,208,000** and **HKD 153,208,000** were extended from January 1, 2026, to January 1, 2027[199](index=199&type=chunk)[201](index=201&type=chunk) [PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES](index=50&type=section&id=PURCHASE,%20SALE%20OR%20REDEMPTION%20OF%20THE%20COMPANY'S%20LISTED%20SECURITIES) During the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - During the 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**[203](index=203&type=chunk)[205](index=205&type=chunk) [SHARE OPTION SCHEME AND MOVEMENT OF THE SHARE OPTIONS](index=50&type=section&id=SHARE%20OPTION%20SCHEME%20AND%20MOVEMENT%20OF%20THE%20SHARE%20OPTIONS) The company has a share option scheme to incentivize eligible participants; as of June 30, 2025, 237,000,000 share options remained unexercised, representing 5.81% of issued shares, with clear exercise price and period stipulations - The company has a **share option scheme**, adopted on September 24, 2021, to provide incentives or rewards to selected eligible participants[204](index=204&type=chunk)[206](index=206&type=chunk) - As of June 30, 2025, the number of shares involved in share options granted and outstanding under the scheme was **237,000,000 shares**, representing **5.81%** of the company's issued shares on that date[214](index=214&type=chunk)[215](index=215&type=chunk) - The exercise price of the share options shall be determined by the Board, but shall not be less than the highest of the closing price on the Stock Exchange on the date of grant, the average closing price for the five trading days immediately preceding the date of grant, and the par value per share[213](index=213&type=chunk)[216](index=216&type=chunk) - Share options may be exercised at any time from the date of grant for a period of **three years up to the tenth anniversary** of the date of grant[219](index=219&type=chunk)[221](index=221&type=chunk) [INTERESTS AND SHORT POSITIONS OF OUR DIRECTORS IN THE SHARES, UNDERLYING SHARES OR DEBENTURES OF OUR COMPANY](index=56&type=section&id=INTERESTS%20AND%20SHORT%20POSITIONS%20OF%20OUR%20DIRECTORS%20IN%20THE%20SHARES,%20UNDERLYING%20SHARES%20OR%20DEBENTURES%20OF%20OUR%20COMPANY) As of June 30, 2025, Mr. Zhu Min, through his wholly-owned Cybernaut International Limited, held a beneficial interest of approximately 15.54% in the company's issued share capital - **Mr. Zhu Min** holds 356,000,000 shares (long position) through a controlled corporation, representing approximately **8.72%**[231](index=231&type=chunk) - **Cybernaut International Limited**, wholly-owned by Mr. Zhu Min, is the legal and beneficial owner of approximately **15.54%** of the company's entire issued share capital, holding 634,284,000 shares (long position)[231](index=231&type=chunk) [INTEREST DISCLOSEABLE UNDER THE SFO AND SUBSTANTIAL SHAREHOLDERS](index=57&type=section&id=INTEREST%20DISCLOSEABLE%20UNDER%20THE%20SFO%20AND%20SUBSTANTIAL%20SHAREHOLDERS) As of June 30, 2025, apart from the disclosed directors, the company had not been notified by any person of interests or short positions in shares or underlying shares of 5% or more, as required by the SFO - As of June 30, 2025, save for the Directors of the company, no person had notified the company of any interests or short positions in the shares or underlying shares, or directly or indirectly owned **5% or more** of the shares, as required to be disclosed under Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance[232](index=232&type=chunk)[234](index=234&type=chunk) [APPRECIATION](index=57&type=section&id=APPRECIATION) The Board of Directors extends its sincere gratitude to shareholders, business partners, clients, and all employees for their continuous support and contributions - The Board of Directors extends its sincere gratitude to shareholders, business partners, and clients for their continuous support, and to the dedicated staff for their contributions to the group's success[233](index=233&type=chunk)[235](index=235&type=chunk)

Core Viewpoint - Cybernaut International Holdings (01020) experienced a decline of 5.04% in stock price, trading at 0.132 HKD per share as of 09:53 on August 26, with a transaction volume of 1.1634 million HKD [1] Group 1: Company Overview - Cybernaut International Holdings focuses on investing in emerging industries, providing services through technology, capital, and internationalization for industries with high integration potential and platform value [1] - The company currently has 150 partners globally and manages funds exceeding 100 billion HKD [1] Group 2: Financial Performance - As of the 2024 annual report, Cybernaut International Holdings reported total revenue of 93.237 million HKD and a net loss of 43.993 million HKD [1] - The company is set to disclose its interim report for the fiscal year 2025 on August 29 [1]

Key Points - As of August 22, 108 stocks reached their 52-week highs, with Yicheng Group (08365), Shanghai Xiaonan Guo (03666), and Cybernaut International Holdings (01020) leading the high rate at 32.77%, 31.11%, and 20.16% respectively [1] - The closing prices for the top three stocks were 1.580, 0.051, and 0.155 respectively, indicating significant upward movement in their stock prices [1] - Other notable stocks that reached new highs include VALA (02051) at 18.87% and CTR Holdings (01416) at 16.52% [1] 52-Week High Rankings - The top three stocks with the highest increase rates were Yicheng Group (08365) at 32.77%, Shanghai Xiaonan Guo (03666) at 31.11%, and Cybernaut International Holdings (01020) at 20.16% [1] - The closing prices for these stocks were significantly higher than their previous values, indicating strong market performance [1] - The overall trend shows a positive sentiment in the market with many stocks achieving new highs [1] Additional Stocks Reaching New Highs - VALA (02051) reached a high of 0.630, marking an 18.87% increase, while CTR Holdings (01416) closed at 0.134, a 16.52% increase [1] - Other stocks such as Huaxing Capital Holdings (01911) and Huahong Semiconductor (01347) also showed positive performance with increases of 9.11% and 8.85% respectively [1]

Group 1 - The core business of Cybernaut International Holdings is investing in emerging industries, providing services through technology, capital, and internationalization for industries with high integration potential and platform value [1] - As of August 22, the stock price of Cybernaut International Holdings increased by 20.31%, reaching HKD 0.154 per share, with a trading volume of HKD 6.2097 million [1] - The company currently has 150 partners globally and manages funds exceeding 100 billion [1] Group 2 - For the fiscal year ending 2024, Cybernaut International Holdings reported total revenue of HKD 93.237 million and a net loss of HKD 43.993 million [2] - The company is set to disclose its interim report for the fiscal year 2025 on August 29 [2]

[Announcement Background and Purpose](index=1&type=section&id=%E5%85%AC%E5%91%8A%E8%83%8C%E6%99%AF%E4%B8%8E%E7%9B%AE%E7%9A%84) This announcement provides supplementary information to the 2024 annual report, detailing risk management, internal control, and prior year adjustments [Further Supplementary Announcement Explanation](index=1&type=section&id=%E8%BF%9B%E4%B8%80%E6%AD%A5%E8%A1%A5%E5%85%85%E5%85%AC%E5%91%8A%E8%AF%B4%E6%98%8E) This announcement supplements the 2024 annual report, focusing on risk management, internal control, and prior year adjustments in financial statements - This announcement supplements the 2024 annual report, focusing on risk management and internal control in the corporate governance report, and prior year adjustments in the notes to the consolidated financial statements[2](index=2&type=chunk) [Identification of Internal Control System Deficiencies](index=1&type=section&id=%E5%86%85%E9%83%A8%E6%8E%A7%E5%88%B6%E7%B3%BB%E7%BB%9F%E4%B8%8D%E8%B6%B3%E7%9A%84%E8%AF%86%E5%88%AB) Internal control deficiencies in financial statement review were identified, stemming from a lack of qualified personnel and leading to specific accounting errors [Nature and Causes of Deficiencies](index=1&type=section&id=%E4%B8%8D%E8%B6%B3%E4%B9%8B%E5%A4%84%E7%9A%84%E6%80%A7%E8%B4%A8%E4%B8%8E%E5%8E%9F%E5%9B%A0) Deficiencies in reviewing draft financial statements stemmed from the inability to recruit a qualified financial controller after the previous one's departure - The company's internal control system had deficiencies in reviewing draft financial statements[3](index=3&type=chunk) - The primary reason for the deficiencies was the company's failure to timely recruit a suitable dedicated financial controller after the former financial controller's departure in early 2024, leading to a lack of professionals to review technical accounting items[3](index=3&type=chunk) [Specific Errors and Impact Assessment](index=2&type=section&id=%E5%85%B7%E4%BD%93%E9%94%99%E8%AF%AF%E4%B8%8E%E5%BD%B1%E5%93%8D%E8%AF%84%E4%BC%B0) Technical accounting errors in non-controlling interests and promissory note amortization led to 2023 prior year adjustments, deemed non-material to financial performance - Specific errors included: (a) currency translation calculation and allocation of non-controlling interests; (b) amortization of certain promissory notes[4](index=4&type=chunk) - These errors necessitated prior year adjustments to the 2023 consolidated financial statements[4](index=4&type=chunk) - The company believes these errors are purely accounting in nature and have no impact on the group's operating results, profitability, or financial position[4](index=4&type=chunk) - Engaged internal control experts found no other deficiencies[4](index=4&type=chunk) [Remedial Actions](index=2&type=section&id=%E8%A1%A5%E6%95%91%E8%A1%8C%E5%8A%A8) Remedial actions include hiring a new dedicated financial controller to oversee financial functions and prevent future internal control deficiencies [Measures Taken](index=2&type=section&id=%E5%B7%B2%E9%87%87%E5%8F%96%E7%9A%84%E6%8E%AA%E6%96%BD) A new dedicated financial controller was hired in July 2025 to oversee accounting and financial functions and review financial statements - The company hired a new dedicated financial controller in **July 2025**[5](index=5&type=chunk) - The new financial controller will be responsible for overseeing the company's accounting and financial functions and reviewing the group's financial statements[5](index=5&type=chunk) [Expected Outcome](index=2&type=section&id=%E9%A2%84%E6%9C%9F%E6%95%88%E6%9E%9C) The company anticipates that the new financial controller will prevent the recurrence of internal control system deficiencies - The company expects that internal control system deficiencies will not recur in the future[6](index=6&type=chunk) [Board Statement](index=2&type=section&id=%E8%91%A3%E4%BA%8B%E4%BC%9A%E5%A3%B0%E6%98%8E) The Board statement confirms the announcement's signing date and lists the current executive and independent non-executive directors [Announcement Signing and Board Members](index=2&type=section&id=%E5%85%AC%E5%91%8A%E7%AD%BE%E7%BD%B2%E4%B8%8E%E8%91%A3%E4%BA%8B%E4%BC%9A%E6%88%90%E5%91%98) The announcement was signed by Chairman Zhu Min on August 21, 2025, listing current executive and independent non-executive board members - The announcement was signed by Mr. Zhu Min, Chairman of the Board, on **August 21, 2025**[7](index=7&type=chunk)[8](index=8&type=chunk) - Board members include: Executive Directors Mr. Zhu Min, Ms. Ye Xinyu; Independent Non-executive Directors Mr. Li Yisheng, Mr. Cao Ke, Mr. Li Jinrong[8](index=8&type=chunk)

Group 1 - The core viewpoint of the article highlights the recent stock performance of Cybernaut International Holdings, which saw a 5.56% increase, reaching HKD 0.114 per share with a trading volume of HKD 1.0541 million [1] - Cybernaut International Holdings focuses on investing in emerging industries, providing services through technology, capital, and internationalization to industries with high integration potential and platform value [1] - The company currently has 150 global partners and manages funds exceeding HKD 100 billion [1] Group 2 - As of the 2024 annual report, Cybernaut International Holdings reported total revenue of HKD 93.237 million and a net loss of HKD 43.993 million [1] - The company is set to disclose its interim report for the fiscal year 2025 on August 29 [1]