Workflow
CYBERNAUT INT’L(01020)
icon
Search documents
赛伯乐国际控股(01020)发行约12.05亿股代价股份
智通财经网· 2025-10-09 10:34
Group 1 - The company, Cybernaut International Holdings (01020), announced the issuance of approximately 1.205 billion shares on October 9, 2025 [1]
赛伯乐国际控股(01020) - 翌日披露报表-已发行股份变动
2025-10-09 10:29
FF305 翌日披露報表 (股份發行人 ── 已發行股份或庫存股份變動、股份購回及/或在場内出售庫存股份) 表格類別: 股票 狀態: 新提交 公司名稱: 賽伯樂國際控股有限公司 呈交日期: 2025年10月9日 (i) 上市發行人已收取其在是次股份發行或庫存股份出售或轉讓應得的全部款項; (viii) 有關債券、借貸股份、票據或公司債券的信託契約/平邊契據經已製備及簽署,有關詳情已送呈公司註冊處處長存檔(如法律如此規定)。 第一章節註釋: 確認 根據《主板上市規則》第13.25C條 / 《GEM上市規則》第17.27C條,我們在此確認,據我們所知所信,第一章節所述的每項股份發行或庫存股份出售或轉讓已獲發行人董事會正式授權批准,並遵 照所有適用上市規則、法律及其他監管規定進行,並在適用的情況下: (註7) 如上市發行人的已發行股份或庫存股份出現變動而須根據《香港聯合交易所有限公司(「香港聯交所」)證券上市規則》(「《主板上市規則》」)第13.25A條 / 《香港聯合交易所有限公司GEM證券 上市規則》(「《GEM上市規則》」)第17.27A條作出披露,必須填妥第一章節 。 | 第一章節 | | | | | | ...
赛伯乐国际控股(01020)完成收购Newsbaba LTD 100%股权
Zhi Tong Cai Jing· 2025-10-09 10:01
Group 1 - The core point of the article is that Cybernaut International Holdings (01020) announced the completion of the acquisition of 100% of the issued shares of Newsbaba LTD, which is set to be finalized on October 9, 2025 [1] - Following the completion of the acquisition, the company will issue an initial consideration of 1.205 billion new shares to the seller at the issue price [1]
赛伯乐国际控股完成收购Newsbaba LTD 100%股权
Zhi Tong Cai Jing· 2025-10-09 09:53
Group 1 - The company, Cybernaut International Holdings (01020), announced the acquisition of 100% of the issued shares of the target company, Newsbaba LTD, which is set to be completed on October 9, 2025, according to the terms of the sale agreement [1] - Upon completion, the company will issue a total of 1.205 billion new shares to the seller at the issuance price as part of the initial consideration [1]
赛伯乐国际控股(01020) - 完成公告(I)有关涉及根据特别授权发行代价股份收购目标公司100%...
2025-10-09 09:38
香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責,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告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。 CYBERNAUT INTERNATIONAL HOLDINGS COMPANY LIMITED 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) (股份代號:1020) 完成公告 (I)有關涉及根據特別授權發行代價股份收購目標公司100% 及 (II)完成後的持續關聯交易 茲提述賽伯樂國際控股有限公司(「本公司」)日期為二零二五年二月九日、二零二 五年三月七日及二零二五年九月五日之公佈以及本公司日期為二零二五年八月二 十日之通函(「通函」),內容有關收購事項。除另有指明外,本公佈所用詞彙與通 函所界定者具有相同涵義。 完成 董事會欣然宣佈,完成已根據買賣協議的條款於二零二五年十月九日落實。 完成後,本公司按發行價向賣方配發及發行初步代價股份,即1,205,334,000股新 股份。 下表列示本公司於(i)緊接完成前;及(ii)緊接完成後配發及發行初步代價股份後的 股權架構: – 1 – | 股東 | ...
赛伯乐国际控股(01020) - ﹝经修订﹞截至2025年9月30日之股份发行人的证券变动月报表
2025-10-06 06:57
股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年9月30日 狀態: 重新提交 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10月6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) - 截至2025年9月30日之股份发行人的证券变动月报表
2025-10-06 03:58
股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年9月30日 狀態: 新提交 致:香港交易及結算所有限公司 公司名稱: 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10月6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 | HKD | 0.1 | | 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) - 截至2025年9月30日之股份发行人的证券变动月报表
2025-10-06 03:57
股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年9月30日 狀態: 新提交 致:香港交易及結算所有限公司 公司名稱: 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10月3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) - 股东特别大会投票结果
2025-09-05 04:24
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 ...
赛伯乐国际控股(01020) - 2025 - 中期财报
2025-09-03 08:32
[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)