Group 1 - The company reported a revenue of HKD 256 million for the six months ending June 30, 2025, representing a year-on-year decrease of 22.17% [1] - The profit attributable to the owners of the company was HKD 3.59 million, a decline of 62.16% compared to the previous year [1] - The basic earnings per share were HKD 0.37 cents [1]

[Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The statement details the company's financial performance, showing a significant decline in revenue and profit for the period, alongside increased finance costs [Profit or Loss Overview](index=2&type=section&id=Profit%20or%20Loss%20Summary) Revenue decreased by 22.2% to HKD 256,127 thousand, with profit for the period down 62.1% to HKD 3,569 thousand, primarily due to lower revenue and gross profit, alongside increased finance costs Profit or Loss Summary (HKD thousands) | Indicator | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 256,127 | 329,077 | -22.2% | | Cost of sales | (242,661) | (307,814) | -21.2% | | Gross profit | 13,466 | 21,263 | -36.7% | | Profit from operations | 9,648 | 17,119 | -43.7% | | Finance costs | (5,964) | (4,221) | +41.3% | | Profit before tax | 3,684 | 12,898 | -71.4% | | Income tax expense | (115) | (3,388) | -96.6% | | Profit for the period | 3,569 | 9,510 | -62.5% | | Profit for the period attributable to owners of the company | 3,590 | 9,488 | -62.2% | | Basic and diluted earnings per share (HK cents) | 0.37 | 0.97 | -61.9% | - Total comprehensive income for the period was **HKD 5,838 thousand**, a **26.6% decrease** from HKD 7,957 thousand in the prior year period[5](index=5&type=chunk) [Condensed Consolidated Statement of Financial Position](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) This statement presents the company's assets, liabilities, and equity, indicating slight growth in total assets and equity, but also an increase in liabilities [Financial Position Overview](index=3&type=section&id=Financial%20Position%20Summary) As of June 30, 2025, total assets, net current assets, and total equity increased, while current and total liabilities also saw a rise Financial Position Summary (HKD thousands) | Indicator | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current assets | 6,385 | 6,746 | -5.3% | | Current assets | 407,849 | 378,680 | +7.7% | | Current liabilities | 326,209 | 302,983 | +7.7% | | Net current assets | 81,640 | 75,697 | +7.9% | | Total assets less current liabilities | 88,025 | 82,443 | +6.8% | | Non-current liabilities | 210 | 466 | -54.9% | | Net assets | 87,815 | 81,977 | +7.1% | | Total equity | 87,815 | 81,977 | +7.1% | - Bank balances and cash significantly increased by **167%** from **HKD 3,572 thousand** on December 31, 2024, to **HKD 9,537 thousand** on June 30, 2025[6](index=6&type=chunk) - Trade and other receivables increased by **4.1%** to **HKD 322,538 thousand**, while trade and other payables decreased by **7.8%** to **HKD 87,889 thousand**[6](index=6&type=chunk) [Condensed Consolidated Statement of Changes in Equity](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) This statement outlines the changes in the company's total equity, primarily driven by profit and total comprehensive income for the period [Equity Changes Overview](index=4&type=section&id=Equity%20Changes%20Summary) Total equity increased from HKD 81,977 thousand on January 1, 2025, to HKD 87,815 thousand by June 30, 2025, driven by profit and total comprehensive income for the period Equity Changes Summary (HKD thousands) | Indicator | June 30, 2025 (HKD thousands) | January 1, 2025 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Share capital | 4,910 | 4,910 | 0 | | Share premium | 190,049 | 190,049 | 0 | | Exchange fluctuation reserve | (14,042) | (16,256) | +2,214 | | Accumulated losses | (95,032) | (98,622) | +3,590 | | Total reserves | 80,975 | 75,171 | +5,804 | | Non-controlling interests | 1,930 | 1,896 | +34 | | Total equity | 87,815 | 81,977 | +5,838 | - Profit and total comprehensive income for the period amounted to **HKD 5,838 thousand**, with **HKD 5,804 thousand** attributable to owners of the company[7](index=7&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=5&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) This statement summarizes cash inflows and outflows from operating, investing, and financing activities, highlighting a net increase in cash and cash equivalents [Cash Flow Overview](index=5&type=section&id=Cash%20Flow%20Summary) Net cash used in operating activities significantly increased, but a substantial improvement in net cash from financing activities led to a net increase in cash and cash equivalents for the six months ended June 30, 2025 Cash Flow Summary (HKD thousands) | Indicator | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Net cash used in operating activities | (21,473) | (9,943) | -11,530 | | Net cash from investing activities | 1 | 5 | -4 | | Net cash from/(used in) financing activities | 25,230 | (2,238) | +27,468 | | Net increase/(decrease) in cash and cash equivalents | 3,758 | (12,176) | +15,934 | | Effect of exchange rate changes | 2,207 | 65 | +2,142 | | Bank balances and cash at June 30 | 9,537 | 12,224 | -2,687 | - Cash flow from financing activities shifted from a net outflow in the prior year to a net inflow in the current period, primarily driving the increase in cash and cash equivalents[9](index=9&type=chunk) [Notes to the Condensed Consolidated Interim Financial Statements](index=6&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Interim%20Financial%20Statements) These notes provide detailed explanations of the accounting policies, financial instrument fair values, segment information, and other significant financial disclosures [1. General Information and Basis of Preparation](index=6&type=section&id=1.%20General%20Information%20and%20Basis%20of%20Preparation) The company, registered in Bermuda and listed in Hong Kong, focuses on cross-border business and finance lease services, with the latter now only managing existing matters; financial statements are presented in HKD under HKAS 34 - The company's principal businesses are cross-border trade and the provision of finance lease and consulting services, with new finance lease business discontinued, only involving the winding up and compliance handling of existing matters[11](index=11&type=chunk) - The company's functional currency is RMB, but the consolidated financial statements are presented in HKD[11](index=11&type=chunk) - The financial statements are prepared in accordance with Appendix 16 of the Listing Rules of the Stock Exchange and HKAS 34[11](index=11&type=chunk) [2. Significant Accounting Policies](index=7&type=section&id=2.%20Significant%20Accounting%20Policies) The condensed consolidated interim financial statements are prepared on a historical cost basis, with no significant impact from new or revised HKFRSs adopted this period - The financial statements are prepared on a historical cost basis, except for certain financial instruments[13](index=13&type=chunk) - New and revised HKFRSs adopted in the current period have no significant impact on the Group's financial statements[13](index=13&type=chunk) [3. Fair Value Measurement](index=7&type=section&id=3.%20Fair%20Value%20Measurement) Fair value measurement employs a three-level hierarchy, with all the Group's financial assets (listed equity securities) categorized as Level 1, based on unadjusted quoted prices in active markets Financial Instruments Fair Value (HKD thousands) | Financial Instrument | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Fair Value Hierarchy | | :--- | :--- | :--- | :--- | | Financial assets at fair value through profit or loss — Listed equity securities | 56 | 66 | Level 1 | - Level 1 inputs refer to unadjusted quoted prices in active markets for identical assets or liabilities[17](index=17&type=chunk) [4. Revenue](index=8&type=section&id=4.%20Revenue) Revenue for the period primarily stemmed from cross-border business, with a significant reduction in finance lease and consulting service revenue, indicating business restructuring Revenue Sources (HKD thousands) | Revenue Source | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Cross-border business | 256,127 | 328,950 | -72,823 | | Interest income from finance lease and consulting services | – | 15 | -15 | | Other consulting service income | – | 112 | -112 | | **Total Revenue** | **256,127** | **329,077** | **-72,950** | - In the first half of 2025, finance lease and consulting services generated no operating income, indicating that new business in this segment has largely ceased[18](index=18&type=chunk) [5. Segment Information](index=8&type=section&id=5.%20Segment%20Information) The Group's two reportable segments are cross-border business and finance lease/consulting services; cross-border business is the main revenue and profit driver, with finance lease contributions significantly reduced - The Group's reportable and operating segments include: (i) cross-border business; and (ii) provision of finance lease and consulting services[21](index=21&type=chunk) [Segment Revenue and Results](index=9&type=section&id=Segment%20Revenue%20and%20Results) Cross-border business was the sole revenue source, with segment profit down 36% year-on-year, while the finance lease and consulting services segment continued to incur losses Segment Revenue and Results (HKD thousands) | Segment | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | **Revenue** | | | | | Cross-border business | 256,127 | 328,950 | -72,823 | | Finance lease and consulting services | – | 15 | -15 | | Other | – | 112 | -112 | | **Total Revenue** | **256,127** | **329,077** | **-72,950** | | **Segment Profit/(Loss)** | | | | | Cross-border business | 12,987 | 20,308 | -7,321 | | Finance lease and consulting services | (262) | (261) | -1 | | Other | (91) | (112) | +21 | | **Total Segment Profit** | **12,634** | **19,935** | **-7,301** | - Segment profit is not allocated for fair value changes of financial assets at fair value through profit or loss, certain selling and distribution expenses, central administrative costs, directors' remuneration, certain other expenses, and finance costs[25](index=25&type=chunk) [Segment Assets and Liabilities](index=10&type=section&id=Segment%20Assets%20and%20Liabilities) Cross-border business segment assets and liabilities both increased, whereas the finance lease business segment maintained a smaller scale of assets and liabilities Segment Assets and Liabilities (HKD thousands) | Segment | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | **Segment Assets** | | | | | Cross-border trade of nutritional food and health products | 382,312 | 366,390 | +15,922 | | Finance lease business | 10,909 | 3,764 | +7,145 | | Other | 4,638 | 5,653 | -1,015 | | **Total Segment Assets** | **397,859** | **375,807** | **+22,052** | | **Segment Liabilities** | | | | | Cross-border trade of nutritional food and health products | 89,225 | 89,302 | -77 | | Finance lease business | 181 | 139 | +42 | | Other | 4,388 | 10,151 | -5,763 | | **Total Segment Liabilities** | **93,794** | **99,592** | **-5,798** | - Unallocated corporate assets and liabilities significantly increased, reflecting centralized management of company-level assets and liabilities[26](index=26&type=chunk) [Geographical Information](index=11&type=section&id=Geographical%20Information) The Group operates in Hong Kong and China, with Hong Kong as the main revenue source and non-current assets primarily located in China Geographical Information (HKD thousands) | Region | External Customer Revenue June 30, 2025 (HKD thousands) | External Customer Revenue June 30, 2024 (HKD thousands) | Non-current Assets June 30, 2025 (HKD thousands) | Non-current Assets December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | :--- | :--- | | China | – | 127 | 5,634 | 5,694 | | Hong Kong | 256,127 | 328,950 | 751 | 1,052 | | **Total** | **256,127** | **329,077** | **6,385** | **6,746** | - Revenue from external customers in China was zero for the period, with Hong Kong contributing all external customer revenue[27](index=27&type=chunk) [6. Finance Costs](index=11&type=section&id=6.%20Finance%20Costs) Finance costs surged by 41.3%, mainly driven by increased interest on bank and other borrowings, corporate bonds, and acceptance bills Finance Costs Sources (HKD thousands) | Finance Cost Source | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Interest on bank and other borrowings | 1,942 | 11 | +1,931 | | Interest on shareholder loans | 2,375 | 2,375 | 0 | | Interest on lease liabilities | 26 | 10 | +16 | | Interest on corporate bonds | 316 | 1,262 | -946 | | Interest on acceptance bills | 1,305 | 563 | +742 | | **Total Finance Costs** | **5,964** | **4,221** | **+1,743** | - Interest on bank and other borrowings surged from **HKD 11 thousand** last year to **HKD 1,942 thousand** this period, a primary driver of increased finance costs[28](index=28&type=chunk) [7. Income Tax Expense](index=12&type=section&id=7.%20Income%20Tax%20Expense) Income tax expense significantly decreased by 96.6% to HKD 115 thousand, primarily due to a reduction in Hong Kong profits tax Income Tax Expense (HKD thousands) | Tax Type | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Hong Kong profits tax | 115 | 3,388 | -3,273 | | **Total Income Tax Expense** | **115** | **3,388** | **-3,273** | - Hong Kong subsidiaries are subject to a tax rate of **16.5%**, with the first **HKD 2 million** of assessable profits taxed at **8.25%** for some companies; Chinese subsidiaries are taxed at **25%**[29](index=29&type=chunk) [8. Profit for the Period](index=12&type=section&id=8.%20Profit%20for%20the%20Period) Profit for the period is reported after deducting depreciation of property, plant and equipment, right-of-use assets, and unrealized losses on financial assets at fair value through profit or loss Deductions from Profit for the Period (HKD thousands) | Deduction Item | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 196 | 202 | | Depreciation of right-of-use assets | 301 | 332 | | Unrealized losses on financial assets at fair value through profit or loss | 10 | 11 | [9. Dividends](index=12&type=section&id=9.%20Dividends) For the reporting period ended June 30, 2025, no dividends were paid, declared, or proposed by the company - No dividends were paid, declared, or proposed during or since the end of the reporting period[32](index=32&type=chunk) [10. Earnings Per Share](index=13&type=section&id=10.%20Earnings%20Per%20Share) Basic and diluted earnings per share were **HKD 0.37 cents**, a **61.9% decrease** from the prior year, with no diluted adjustment due to the anti-dilutive effect of outstanding convertible bonds[34](index=34&type=chunk)[35](index=35&type=chunk) Earnings Per Share (HKD thousands, except per share data) | Indicator | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Profit attributable to owners of the company | 3,590 | 9,488 | | Weighted average number of ordinary shares (thousands) | 982,000 | 982,000 | | Basic and diluted earnings per share (HK cents) | 0.37 | 0.97 | - Outstanding convertible bonds had an anti-dilutive effect, thus no diluted adjustment was made to the basic earnings per share amount[35](index=35&type=chunk) [11. Property, Plant and Equipment](index=13&type=section&id=11.%20Property%2C%20Plant%20and%20Equipment) The Group incurred no acquisition costs for property, plant and equipment and made no disposals of related assets during the period - For the six months ended June 30, 2025, the Group incurred approximately **zero HKD** in costs for the acquisition of property, plant and equipment[36](index=36&type=chunk) - The net book value of property, plant and equipment disposed of during the period was approximately **zero HKD**[36](index=36&type=chunk) [12. Interests in a Joint Venture](index=13&type=section&id=12.%20Interests%20in%20a%20Joint%20Venture) The Group holds a **49% interest** in Hebao (Shenzhen) Information Technology Co., Ltd., which has suspended operations, with no capital injected during the period Joint Venture Interests | Entity Name | Entity Form | Place of Incorporation | Registered Capital | Group's Interest (June 30, 2025) | Principal Business | | :--- | :--- | :--- | :--- | :--- | :--- | | Hebao (Shenzhen) Information Technology Co., Ltd. | Incorporated | China | RMB 20,000,000 | 49% | Suspended operations | - As of June 30, 2025, and up to the date of this announcement, the Group has not injected any capital into the joint venture[37](index=37&type=chunk) [13. Trade and Other Receivables](index=14&type=section&id=13.%20Trade%20and%20Other%20Receivables) Total trade and other receivables increased, with a slight rise in impairment provisions, and trade receivables over 60 days constituting the largest portion Trade and Other Receivables (HKD thousands) | Receivable Type | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Trade receivables | 339,971 | 334,723 | +5,248 | | Less: Provision for impairment losses | (35,293) | (34,860) | -433 | | **Net Trade Receivables** | **304,678** | **299,863** | **+4,815** | | Other receivables | 28,519 | 20,576 | +7,943 | | Less: Provision for impairment losses | (12,020) | (12,020) | 0 | | **Net Other Receivables** | **16,499** | **8,556** | **+7,943** | | Deposits and prepayments | 1,361 | 1,361 | 0 | | **Total** | **322,538** | **309,780** | **+12,758** | Ageing Analysis of Trade Receivables (HKD thousands) | Trade Receivables Ageing | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | 0 to 30 days | 28,621 | 28,337 | | 31 to 60 days | 38,853 | 57,755 | | Over 60 days | 237,204 | 213,771 | | **Total** | **304,678** | **299,863** | - The Group does not charge interest or hold any collateral for these balances[38](index=38&type=chunk) [14. Financial Assets at Fair Value Through Profit or Loss](index=15&type=section&id=14.%20Financial%20Assets%20at%20Fair%20Value%20Through%20Profit%20or%20Loss) The Group's financial assets at fair value through profit or loss are mainly Hong Kong listed equity securities, which experienced a slight value decrease Financial Assets at Fair Value Through Profit or Loss (HKD thousands) | Financial Asset Type | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Hong Kong listed equity securities | 56 | 66 | [15. Trade and Other Payables](index=15&type=section&id=15.%20Trade%20and%20Other%20Payables) Total trade and other payables decreased, primarily driven by reductions in trade payables and accrued interest Trade and Other Payables (HKD thousands) | Payable Type | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Trade payables | 57,768 | 61,963 | -4,195 | | Other payables | 18,078 | 22,488 | -4,410 | | Accrued interest | 11,875 | 10,733 | +1,142 | | VAT payable | 168 | 171 | -3 | | **Total** | **87,889** | **95,355** | **-7,466** | Ageing Analysis of Trade Payables (HKD thousands) | Trade Payables Ageing | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | 0 to 30 days | 33,609 | 32,346 | | 31 to 60 days | 24,159 | 564 | | Over 60 days | – | 29,053 | | **Total** | **57,768** | **61,963** | [16. Loan from Ultimate Holding Company](index=16&type=section&id=16.%20Loan%20from%20Ultimate%20Holding%20Company) The loan from the ultimate holding company remained at **HKD 50,000 thousand**, bearing a fixed annual interest rate of **9.5%**, and is exposed to foreign currency risk Loan from Ultimate Holding Company (HKD thousands) | Loan Type | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Other borrowings repayable on demand | 50,000 | 50,000 | - The loan from the ultimate holding company bears a fixed annual interest rate of **9.5%**[42](index=42&type=chunk) - The loan is denominated in HKD, which is not the functional currency of the relevant Group entities, thus exposing it to foreign currency risk[42](index=42&type=chunk) [17. Lease Liabilities](index=17&type=section&id=17.%20Lease%20Liabilities) Total lease liabilities decreased, reflecting reductions in both current and non-current lease obligations Lease Liabilities (HKD thousands) | Lease Liability Type | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Current liabilities | 557 | 593 | | Non-current liabilities | 210 | 466 | | **Total** | **767** | **1,059** | [18. Bank and Other Borrowings](index=17&type=section&id=18.%20Bank%20and%20Other%20Borrowings) Total bank and other borrowings significantly decreased due to the full repayment of other loans; remaining bank borrowings are RMB-denominated with a fixed **9%** annual interest rate Bank and Other Borrowings (HKD thousands) | Borrowing Type | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change (HKD thousands) | | :--- | :--- | :--- | :--- | | Bank loans | 1,576 | 1,597 | -21 | | Other loans | – | 4,992 | -4,992 | | **Total** | **1,576** | **6,589** | **-5,013** | - As of June 30, 2025, bank borrowings are denominated in RMB, repayable within one year, and bear a fixed annual interest rate of **9%**[43](index=43&type=chunk) - As of June 30, 2025, other loans have been fully repaid[44](index=44&type=chunk) [19. Acceptance Bills](index=18&type=section&id=19.%20Acceptance%20Bills) Total acceptance bills significantly increased, bearing annual interest rates from **3% to 7%**; post-period, some matured with preliminary settlement agreements reached Acceptance Bills Movement (HKD thousands) | Acceptance Bills Movement | Amount (HKD thousands) | | :--- | :--- | | As at January 1, 2024 | 33,755 | | New acceptance bills issued | 56,250 | | Estimated interest deducted | 1,551 | | As at December 31, 2024 and January 1, 2025 | 91,556 | | New acceptance bills issued | 34,000 | | Estimated interest deducted | 1,305 | | As at June 30, 2025 | 126,861 | - Acceptance bills bear annual interest rates ranging from **3% to 7%** and mature 12 to 24 months after their issue dates[45](index=45&type=chunk) - Subsequent to June 30, 2025, approximately **HKD 39,968 thousand** of acceptance bills matured, and preliminary settlement agreements were reached with holders on July 5, 2025[46](index=46&type=chunk) - Acceptance bills are unsecured, denominated in HKD, and exposed to foreign currency risk[47](index=47&type=chunk) [20. Corporate Bonds](index=18&type=section&id=20.%20Corporate%20Bonds) Issued unlisted corporate bonds totaled **HKD 45,000 thousand** at **5% to 7%** annual interest; most defaulted by period-end, with preliminary settlement agreements reached post-period - As of June 30, 2025, the total principal amount of issued unlisted corporate bonds was approximately **HKD 45,000 thousand**, bearing annual interest rates ranging from **5% to 7%**[48](index=48&type=chunk) - As of June 30, 2025, approximately **HKD 51,831 thousand** of corporate bonds were in default, leading to demands for immediate repayment[48](index=48&type=chunk) - On July 5, 2025, the Group reached preliminary settlement agreements with corporate bondholders to repay the defaulted corporate bonds[48](index=48&type=chunk) - Corporate bonds are unsecured, denominated in HKD, and exposed to foreign currency risk[48](index=48&type=chunk) [21. Share Capital](index=19&type=section&id=21.%20Share%20Capital) The company's issued share capital remained unchanged as of June 30, 2025 Share Capital (HKD thousands, except share numbers) | Share Capital Type | Number of Shares (thousands) | Share Capital (HKD thousands) | | :--- | :--- | :--- | | Authorised share capital (ordinary shares of HKD 0.005 each) | 20,000,000 | 100,000 | | Issued and fully paid share capital (ordinary shares of HKD 0.005 each) | 982,000 | 4,910 | - There was no change in the company's issued share capital from December 31, 2024, to June 30, 2025[49](index=49&type=chunk) [22. Capital Commitments](index=19&type=section&id=22.%20Capital%20Commitments) Capital expenditure commitments for contributions to a joint venture slightly increased Capital Commitments (HKD thousands) | Capital Commitment Type | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Contracted capital expenditure commitments for capital contributions to a joint venture | 10,738 | 10,431 | [23. Related Party Transactions](index=19&type=section&id=23.%20Related%20Party%20Transactions) Key management personnel remuneration decreased during the period, with no other significant related party transactions requiring disclosure Key Management Personnel Remuneration (HKD thousands) | Remuneration Type | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Short-term employee benefits | 237 | 409 | - For the six months ended June 30, 2025, no other related party transactions required disclosure as defined under Chapter 14A of the Listing Rules[52](index=52&type=chunk) [24. Events After the Reporting Period](index=19&type=section&id=24.%20Events%20After%20the%20Reporting%20Period) Post-period, the company entered settlement agreements with creditors for debt restructuring via convertible bonds, pending regulatory and shareholder approval - On July 5, 2025, the company entered into settlement agreements with certain creditors involving the issuance of convertible bonds to creditors for debt restructuring[53](index=53&type=chunk) - The debt restructuring requires regulatory and shareholder approval, which has not been obtained as of the date of this announcement[53](index=53&type=chunk) [Management Discussion and Analysis](index=20&type=section&id=Management%20Discussion%20and%20Analysis) This section reviews the Group's business operations, financial performance, future prospects, liquidity, and capital structure, including ongoing debt restructuring efforts [Business Review](index=20&type=section&id=Business%20Review) The Group focuses on cross-border business via S2B2C and B2C models, while its finance lease and consulting services have contracted and ceased new operations due to market and regulatory pressures - The Group primarily engages in cross-border business and the provision of finance lease and consulting services[55](index=55&type=chunk) [Cross-border Business](index=20&type=section&id=Cross-border%20Business) Initiated in 2017, cross-border business utilizes S2B2C for supply chain services and B2C for direct consumer sales, diversifying revenue streams - The Group has been engaged in cross-border business since **2017**, expanding through S2B2C and B2C models[56](index=56&type=chunk) - The S2B2C model provides services such as overseas direct procurement, import and export supply chain management, bonded warehousing, customs declaration, storage, and logistics assistance[56](index=56&type=chunk) - The B2C model enables the Group to directly promote and sell products to end consumers, diversifying revenue sources[56](index=56&type=chunk) [Provision of Finance Lease and Consulting Services](index=20&type=section&id=Provision%20of%20Finance%20Lease%20and%20Consulting%20Services) Once a core business, finance lease operations have declined due to market and regulatory pressures; new business has ceased, with focus now on existing matters' compliance and accounting - Finance lease business, once a core operation of the Group, has faced operational pressure in recent years, with its scale and profitability gradually declining[57](index=57&type=chunk) - The Group has gradually scaled back and streamlined its finance lease business, ceasing new related operations, and this business segment generated no operating income during the period[58](index=58&type=chunk) - Subsequent work only involves performance oversight of existing matters and compliant accounting treatment of historical financial data[58](index=58&type=chunk) [Financial Performance](index=21&type=section&id=Financial%20Performance) For the six months ended June 30, 2025, revenue decreased by **22.2%** to **HKD 256.1 million**, and profit for the period fell by **62.1%** to **HKD 3.6 million**, mainly due to reduced cross-border sales and lower gross profit - For the six months ended June 30, 2025, the Group recorded revenue of approximately **HKD 256.1 million**, a decrease of approximately **HKD 73.0 million** or **22.2%** from the prior year period, primarily due to reduced sales in cross-border business[59](index=59&type=chunk) - Profit for the period was approximately **HKD 3.6 million**, a decrease of approximately **HKD 5.9 million** or **62.1%** from the prior year period, primarily due to reduced revenue and gross profit[59](index=59&type=chunk) [Prospects](index=21&type=section&id=Prospects) The global cross-border e-commerce market, particularly for nutrition and health products, is expected to grow, with Hong Kong leveraging digital strategies and smart port systems to become a global health product service platform, creating opportunities for omnichannel businesses - The global cross-border e-commerce market is projected to exceed **HKD 18 trillion** by **2025**, with China's market share continuously expanding to approximately **62%**[60](index=60&type=chunk) - Cross-border transaction volume for nutrition and health products maintains a high compound annual growth rate of **28%**, with explosive growth in demand for mid-to-high-end functional nutritional supplements[60](index=60&type=chunk) - Driven by the "Digital Silk Road" strategy and "Smart Port 3.0" system, Hong Kong has enhanced customs clearance efficiency and cold chain logistics capabilities, solidifying its position as an Asia-Pacific health product trade hub[61](index=61&type=chunk) - The deep integration of social e-commerce and content marketing, mature blockchain traceability and AI personalized recommendation technologies, and tariff benefits from the RCEP agreement provide strategic value for Hong Kong enterprises to integrate global health resources[62](index=62&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=22&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) The Group has **HKD 414.2 million** in total assets and a **1.25x** current ratio, with working capital from operations and borrowings; it faces debt defaults and statutory demands, actively pursuing debt restructuring via convertible bonds, pending approvals - As of June 30, 2025, the Group's total assets were approximately **HKD 414.2 million**, with a current ratio of **1.25 times**[63](index=63&type=chunk) - Working capital primarily originates from funds generated by operating activities and borrowings, with borrowings mainly denominated in HKD and RMB, and cash and cash equivalents in HKD, RMB, and USD[63](index=63&type=chunk) [Convertible Bonds](index=23&type=section&id=Convertible%20Bonds) The company issued **HKD 39 million** convertible bonds in **2019** at **5%** annual interest, extended to June 24, 2025; a post-period statutory demand was received and later withdrawn - The company issued convertible bonds with a total principal amount of **HKD 39,000,000** in **2019**, bearing an annual interest rate of **5%**, extended to June 24, 2025[64](index=64&type=chunk) - A statutory demand was received on March 3, 2025, requesting payment of **HKD 50,881,644**, but was subsequently withdrawn[65](index=65&type=chunk) [Statutory Demands and Debt Restructuring Efforts](index=24&type=section&id=Statutory%20Demands%20and%20Debt%20Restructuring%20Efforts) The company faced multiple demand letters and statutory demands for acceptance bills and corporate bonds, resulting in defaults; preliminary settlement agreements were reached on July 5, 2025, to issue **HKD 178,615,220** convertible bonds for debt restructuring, pending regulatory and shareholder approval - On September 16, 2024, the company received a demand letter from an acceptance bill holder concerning **HKD 20 million** in acceptance bills[68](index=68&type=chunk) - On October 10, 2024, a statutory demand was received, requesting payment of **HKD 20,316,438**, failing which a winding-up petition might be presented[70](index=70&type=chunk) - The company previously entered into a settlement agreement with creditors to capitalize **HKD 91,534,164** in debt, but it was terminated due to inability to meet Listing Rules conditions[74](index=74&type=chunk)[75](index=75&type=chunk) - On July 5, 2025, the company entered into settlement agreements with certain creditors, proposing to issue convertible bonds with a total principal amount of **HKD 178,615,220** for debt restructuring[78](index=78&type=chunk) - The debt restructuring requires a whitewash waiver and consent from the Securities and Futures Commission, as well as approval from independent shareholders[78](index=78&type=chunk) [Contingent Liabilities](index=27&type=section&id=Contingent%20Liabilities) The Group had no other significant contingent liabilities at the end of the reporting period, apart from those already disclosed - Except as disclosed in this announcement, the Group had no other significant contingent liabilities as of June 30, 2025, and December 31, 2024[81](index=81&type=chunk) [Gearing Ratio](index=27&type=section&id=Gearing%20Ratio) As of June 30, 2025, the Group's gearing ratio increased to **55.7%** from **52.1%** at the end of 2024 - The gearing ratio as of June 30, 2025, was **55.7%** (December 31, 2024: **52.1%**)[82](index=82&type=chunk) - The gearing ratio is calculated as total external financing debt divided by total assets at the end of the respective period[82](index=82&type=chunk) [Foreign Exchange Risk and Interest Rate Risk](index=28&type=section&id=Foreign%20Exchange%20Risk%20and%20Interest%20Rate%20Risk) The Group faces HKD/USD/RMB currency risk, particularly in cross-border business, with negligible risk in finance lease operations; no hedging policy exists, but significant risks are monitored for potential hedging - Cross-border business primarily faces currency risk related to HKD/USD/RMB, especially the volatility risk of RMB against HKD/USD and HKD against RMB[83](index=83&type=chunk) - Revenue, expenditures, and operating expenses for finance lease business are all transacted in RMB, resulting in negligible currency risk[83](index=83&type=chunk) - The Group currently has no foreign currency hedging policy but will closely monitor foreign exchange risk conditions[83](index=83&type=chunk) [Credit Policy](index=28&type=section&id=Credit%20Policy) The Group manages finance lease receivables credit risk by assessing lessee credit quality, setting limits, requiring collateral, and monitoring repayment records - The Group assesses the credit quality of potential lessees and defines limits for each lessee before accepting new finance leases[84](index=84&type=chunk) - Finance lease borrowers are required to pledge other collateral when necessary, and repayment records are monitored to determine recoverability[84](index=84&type=chunk) - The fair value of pledged assets is continuously assessed and reviewed to ensure collateral value is sufficient to cover finance lease amounts[84](index=84&type=chunk) [Capital Expenditure & Commitments](index=28&type=section&id=Capital%20Expenditure%20%26%20Commitments) The Group made no additions to property, plant and equipment during the period, but capital commitments for joint venture contributions increased - For the six months ended June 30, 2025, the Group incurred no additions to property, plant and equipment[85](index=85&type=chunk) - As of June 30, 2025, the Group had contractual capital contribution commitments to an investee of approximately **HKD 10.7 million**[86](index=86&type=chunk) [Pledge of Assets](index=28&type=section&id=Pledge%20of%20Assets) As of June 30, 2025, assets with a net book value of **HKD 138 thousand**, held under finance lease arrangements, were pledged by the Group - As of June 30, 2025, assets with a net book value of approximately **HKD 138,000** (held under finance lease arrangements) were pledged by the Group[87](index=87&type=chunk) [Employees and Remuneration Policy](index=29&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the Group had **13 employees**, a decrease from 2024-end; remuneration policy is annually reviewed, offering discretionary bonuses, medical insurance, and training programs - As of June 30, 2025, the Group employed a total of **13 staff** in Hong Kong and China (December 31, 2024: **16 staff**)[88](index=88&type=chunk) - Salaries and wages are reviewed annually with reference to remuneration policy and market conditions, offering discretionary bonuses, medical insurance, training programs, social insurance, and provident funds[88](index=88&type=chunk) - The company has adopted a share option scheme, but no share options have been granted since its adoption[88](index=88&type=chunk) [Significant Investments & Acquisitions/Disposals](index=29&type=section&id=Significant%20Investments%20%26%20Acquisitions%2FDisposals) Aside from the joint venture investment, the Group held no other significant equity investments, nor did it undertake any major acquisitions or disposals of subsidiaries or associates during the period - Except as disclosed in the business review and investments in subsidiaries, the Group held no other significant equity investments in any company[89](index=89&type=chunk) - The Group undertook no significant acquisitions or disposals of subsidiaries and associates[90](index=90&type=chunk) [Future Plans for Material Investments and Capital Assets](index=29&type=section&id=Future%20Plans%20for%20Material%20Investments%20and%20Capital%20Assets) The Group will explore improving financial performance and diversifying revenue, potentially investing in capital assets or other businesses, and may execute debt/equity restructuring to meet financing needs - The Group will continue to explore ways to improve financial performance and diversify revenue streams[91](index=91&type=chunk) - The possibility of investing in capital assets or expanding into other businesses is not ruled out[91](index=91&type=chunk) - The possibility of executing debt and/or equity fundraising plans to meet financing needs and improve financial position is not ruled out[91](index=91&type=chunk) [Interim Dividend](index=29&type=section&id=Interim%20Dividend) The Board has resolved not to declare any interim dividend for the six months ended June 30, 2025 - The Board has resolved not to declare any interim dividend for the six months ended June 30, 2025[92](index=92&type=chunk) [Suspension and Resumption of Trading](index=30&type=section&id=Suspension%20and%20Resumption%20of%20Trading) The company's shares experienced multiple suspensions and resumptions of trading due to debt restructuring, statutory demands, and delayed annual results publication - Trading in shares was suspended from October 21, 2024, pending the release of inside information such as debt restructuring, and resumed on January 9, 2025[93](index=93&type=chunk) - Trading in shares was suspended from March 10, 2025, pending the release of inside information regarding a statutory demand, and resumed on March 11, 2025[93](index=93&type=chunk) - Trading in shares was suspended from April 1, 2025, due to the delayed publication of the 2024 annual results announcement, and resumed on August 5, 2025[94](index=94&type=chunk) [Events After 30 June 2025](index=30&type=section&id=Events%20After%2030%20June%202025) Post-reporting period events, including debt restructuring progress and share trading suspensions/resumptions, are detailed in the "Liquidity, Financial Resources and Capital Structure" and "Suspension and Resumption of Trading" sections - Details of the proposed debt restructuring, whitewash waiver, and special transactions are provided in the "Liquidity, Financial Resources and Capital Structure" section on page 22 of this announcement[95](index=95&type=chunk) - Details of the suspension and resumption of trading in shares are provided in the "Suspension and Resumption of Trading" section on page 30 of this announcement[95](index=95&type=chunk) [Purchase, Sale or Redemption of the Company’s Listed Securities](index=31&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%E2%80%99s%20Listed%20Securities) Neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the review period - During the review period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[96](index=96&type=chunk) [Corporate Governance and Compliance](index=31&type=section&id=Corporate%20Governance%20and%20Compliance) The company complied with corporate governance codes and director securities transaction standards; the Audit Committee reviewed interim financial statements, internal controls, risk management, and financial reporting - The company has complied with the applicable code provisions of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules[97](index=97&type=chunk) - All Directors have confirmed their compliance with the required standards set out in the Model Code and the Code of Conduct for the six months ended June 30, 2025[98](index=98&type=chunk) - The Audit Committee has reviewed the Group's unaudited condensed consolidated interim financial statements for the six months ended June 30, 2025, and discussed internal control, risk management, and financial reporting matters[99](index=99&type=chunk) [Appointment of Authorised Representative](index=32&type=section&id=Appointment%20of%20Authorised%20Representative) Executive Director Mr. Zhu Jianhong was appointed as the company's authorized representative under Listing Rule 3.05, effective February 7, 2025 - Mr. Zhu Jianhong, an executive director, was appointed as the company's authorized representative under Listing Rule 3.05, effective February 7, 2025[100](index=100&type=chunk) [By Order of the Board](index=32&type=section&id=By%20Order%20of%20the%20Board) This announcement is issued by Executive Director Mr. Zhu Jianhong on behalf of the Board, which comprises one executive director and three independent non-executive directors as of the announcement date - This announcement is issued by Mr. Zhu Jianhong, an executive director, on behalf of the Board[101](index=101&type=chunk) - As of the date of this announcement, the Board comprises Mr. Zhu Jianhong, an executive director, and three independent non-executive directors, Mr. Xian Jiamin, Ms. Liang Lina, and Mr. Chen Yifan[102](index=102&type=chunk)

（於百慕達註冊成立的有限公司） 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，並表明不會就因本公佈全部或任何 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。 – 1 – （股份代號：1152） 有關盈利預警的 澄清公佈 茲 提 述 ( i ) 正 乾 金 融 控 股 有 限 公 司（「 本 公 司 」）日 期 為 2 0 2 5 年 8 月 4 日 的 公 佈 （「該公佈」），內容有關（ 其中包括 ）涉及根據特別授權發行可換股債券的建議債務 重 組 、 申 請 清 洗 豁 免 ， 以 及 有 關 償 還 股 東 貸 款 的 特 別 交 易 ； (ii ) 本 公 司 日 期 為 2025年8月25日的公佈，內容有關延遲寄發有關上述交易的通函；及(iii)本公司日 期 為 2025 年 8 月26 日 的 盈利 預 警 公佈（「盈利 預 警 公佈」）， 除 另 有所 指 外 ， 本公 佈 所用詞彙與該公佈所界定者具有相同涵義。 本 公 佈 乃 根據 收 購 守 則 應 ...

Core Viewpoint - 正乾金融控股 (01152.HK) expects a decrease in consolidated net profit to approximately HKD 3.6 million for the six months ending June 30, 2025, down from HKD 9.5 million in the same period of 2024, primarily due to a reduction in revenue and gross profit [1] Financial Performance - The anticipated consolidated net profit for the upcoming period is approximately HKD 3.6 million [1] - This represents a decrease of about 62% compared to the previous year's net profit of HKD 9.5 million [1] - The decline in profit is attributed mainly to a decrease in revenue and gross profit [1]

Group 1 - The company, Zhengqian Financial Holdings (01152), expects to achieve a consolidated net profit of approximately HKD 3.6 million for the six-month period ending June 30, 2025, which represents a decrease compared to the consolidated net profit of approximately HKD 9.5 million for the same period in 2024 [1] - The decrease in net profit is primarily attributed to a reduction in revenue and gross profit [1]

Group 1 - The company, Zhengqian Financial Holdings (01152), expects to achieve a consolidated net profit of approximately HKD 3.6 million for the six-month period ending June 30, 2025, which represents a decrease compared to the consolidated net profit of approximately HKD 9.5 million for the same period in 2024 [1] - The decrease in net profit is primarily attributed to a reduction in revenue and gross profit [1]

承董事會命 正乾金融控股有限公司 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，並表明不會就因本公佈全部或任何 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。 （於百慕達註冊成立的有限公司） （股份代號：1152） 內幕消息 — 盈利預警 本公佈乃正乾金融控股有限公司（「本公司」，連同其附屬公司統稱「本集團」）根據 香港聯合交易所有限公司證券上市規則第13.09條及香港法例第571章證券及期貨 條例第XIVA部發表。 本公司董事（「董事」）會（「董事會」）謹此知會本公司股東（「股東」）及潛在投資者， 基於本集團 截至2025 年6 月30 日止六個月（「本期間」）的未經審核綜 合管理賬目， 本集團預期本期間將錄得綜合淨溢利約3,600,000港元，較2024年同期綜合淨溢利 約9,500,000港元有所減少。該減少主要由於收入及毛利減少所致。 本公司審核委員會正在審閱及考慮本集團於本期間之未經審核中期業績。股東及 潛在投資者務請細閱本集團於本期間之未經審核中期業績公佈 ...

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，並表明不會就因本公佈全部或任何 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。 （於百慕達註冊成立的有限公司） （股份代號：1152） 延遲寄發有關 (1)涉及根據特別授權發行可換股債券的建議債務重組； (2)申請清洗豁免；及 (3)有關償還股東貸款的特別交易 正乾金融控股有限公司 執行董事 延遲寄發通函 誠如該公佈所披露，載有（ 其中包括 ）(i)債務重組、清償協議及其項下擬進行的交 易、特別授權、特別交易及清洗豁免的進一步詳情；及(ii)股東特別大會通告的通 函（「通函」），將於2025年8月25日或之前由本公司寄發予股東。 由於需要更多時間以落實載入通函的若干資料，包括但不限於(i)本公司截至2025 年6月30日止六個月的財務資料；及(ii)聯席獨立財務顧問根據收購守則規則10.11 就本公司財務或經營狀況是否有重大變動的聲明而發出的報告，本公司已根據收 購守則規則8.2向執行人員提出申請，以徵求其同意延長向股東寄 ...

格隆汇8月13日丨正乾金融控股(01152.HK)公告，董事会欣然宣布，(i)Raff Aello Capital Limited(一间根 据证券及期货条例可进行第6类(就机构融资提供意见)受规管活动持牌法团)及(ii)红日资本有限公司(一 间根据证券及期货条例可进行第1类(证券交易)及第6类(就机构融资提供意见)受规管活动持牌法团)已获 委聘为联席独立财务顾问，以就上述事宜向独立董事委员会及独立股东提供意见。 ...

Core Viewpoint - Zhengqian Financial Holdings (01152) has announced the appointment of RaffAello Capital Limited and Hongri Capital Limited as joint independent financial advisors to provide advice to the independent board committee and independent shareholders regarding certain matters [1] Group 1 - RaffAello Capital Limited is licensed to conduct regulated activities under the Securities and Futures Ordinance, specifically for Type 6 (advising on corporate finance) [1] - Hongri Capital Limited is licensed for Type 1 (dealing in securities) and Type 6 (advising on corporate finance) under the Securities and Futures Ordinance [1] - The appointments have been approved by the independent board committee in accordance with Rule 2.1 of the Takeovers Code [1]