進一步延遲寄發通函 茲提述天臣控股有限公司（「本公司」）日期為 (i) 二零二五年七月二十五日及 二零二五年八月四日之公告（統稱「公告」）；及 (ii) 二零二五年八月十五日 及二零二五年八月二十九日之公告（統稱「延遲公告」），內容有關（其中包括） (i) 根據特別授權發行新股份；及 (ii) 關連交易。除文義另有所指外，本公告所 用詞彙與公告所界定者具有相同涵義。 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準確性或 完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部分內容而產生或因倚賴該 等內容而引致之任何損失承擔任何責任。 TESSON HOLDINGS LIMITED 天臣控股有限公司 ( ) 於百慕達註冊成立之有限公司 (股份代號：1201) 天臣控股有限公司 主席 韋茗仁 香港，二零二五年九月十二日 於本公告日期，董事會包括執行董事韋清文先生、韋茗仁先生、陳淮先生及俞曉蕾女士，以及獨 立非執行董事吳家榮博士、施德華先生及王金林先生。 如延遲公告所述，一份載有（其中包括）：(i) 認購詳情；(ii) 獨立董事委員會 向獨立股東發出的推薦信函；(iii) 獨 ...

股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 | 截至月份: | 2025年8月31日 | 狀態: | 新提交 | | --- | --- | --- | --- | | 致：香港交易及結算所有限公司 | | | | | 公司名稱: | 天臣控股有限公司 | | | | 呈交日期: | 2025年9月1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) | 01201 | 說明 | 普通股 | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 5,000,000,000 | HKD | | 0.1 HKD | | 500,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | ...

Core Insights - Tianchen Holdings (01201) reported a revenue of HKD 15.852 million for the six months ending June 30, 2025, representing a year-on-year decrease of 56.54% [1] - The loss attributable to the company's owners was HKD 23.326 million, a year-on-year decrease of 72.14%, with a loss per share of HKD 0.1062 [1] Financial Performance - Revenue decreased significantly to HKD 15.852 million, indicating challenges in the market [1] - The company experienced a reduction in losses, with a reported loss of HKD 23.326 million, which is a notable improvement compared to the previous year [1] - The loss per share was reported at HKD 0.1062, reflecting the company's financial struggles [1] Strategic Adjustments - To effectively allocate resources and adapt to the changing market environment, the company has suspended certain research and development activities related to battery technology, which has helped reduce associated costs during the reporting period [1] - The completion of full depreciation on certain machinery and equipment has led to a decrease in depreciation expenses, contributing to the reduction in net losses for the period [1]

Core Insights - Tianchen Holdings (01201) reported a revenue of HKD 15.852 million for the six months ending June 30, 2025, representing a year-on-year decrease of 56.54% [1] - The loss attributable to the company's owners was HKD 23.326 million, a year-on-year decrease of 72.14%, with a loss per share of HKD 0.1062 [1] Financial Performance - Revenue decreased significantly to HKD 15.852 million, indicating challenges in the market [1] - The company experienced a reduction in losses, with a reported loss of HKD 23.326 million, which is a notable improvement compared to the previous year [1] - The loss per share was reported at HKD 0.1062, reflecting the company's financial struggles [1] Strategic Adjustments - To effectively allocate resources and adapt to the changing market environment, the company has suspended certain research and development activities related to battery technology, which has helped reduce associated costs during the reporting period [1] - The completion of full depreciation on certain machinery and equipment has led to a decrease in depreciation expenses, contributing to the reduction in net losses for the period [1]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準確性或 完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部分內容而產生或因倚賴該 等內容而引致之任何損失承擔任何責任。 由於需要額外時間編製及落實通函所載資料（例如獨立財務顧問的建議函件）， 通函的預期寄發日期將延遲至二零二五年九月十二日或之前。 TESSON HOLDINGS LIMITED 天臣控股有限公司 ( 於百慕達註冊成立之有限公司 ) (股份代號：1201) 進一步延遲寄發通函 茲提述天臣控股有限公司（「本公司」）日期為 (i) 二零二五年七月二十五日及 二零二五年八月四日之公告（統稱「公告」）；及 (ii) 二零二五年八月十五日 之公告（「延遲公告」），內容有關（其中包括）(i) 根據特別授權發行新股份； 及 (ii) 關連交易。除文義另有所指外，本公告所用詞彙與公告所界定者具有相 同涵義。 如延遲公告所述，一份載有（其中包括）：(i) 認購詳情；(ii) 獨立董事委員會 向獨立股東發出的推薦信函；(iii) 獨立財務顧問向獨立董事委員會及獨立股東作 出的建議函件；及 (iv) 召開股東特別大會的通知及相關 ...

[Company Information](index=5&type=section&id=Company%20Information) This section provides an overview of the company's general information, the basis of financial statement preparation, and the adoption of new accounting standards [General Information](index=5&type=section&id=1.1%20General%20Information) Tesson Holdings Limited is incorporated in Bermuda, primarily engaged in lithium-ion power battery business, investment holding, and import/export trade - The Company is an investment holding company, primarily engaged in the production and sale of lithium-ion power batteries, standard components, charging equipment, material equipment, new energy solutions, and import/export trade[6](index=6&type=chunk) - The Company's shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited[6](index=6&type=chunk) [Basis of Preparation](index=5&type=section&id=1.2%20Basis%20of%20Preparation) The interim financial statements are prepared in accordance with HKAS 34 and the Listing Rules, to be read with the annual consolidated financial statements for the year ended December 31, 2024, with consistent accounting policies - The interim financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the HKICPA and the applicable disclosure requirements of Appendix D2 to the Listing Rules[7](index=7&type=chunk) - The accounting policies adopted in preparing the interim financial statements are consistent with those followed in the preparation of the Group's consolidated financial statements for the year ended December 31, 2024[7](index=7&type=chunk) [Adoption of New and Revised HKFRSs](index=6&type=section&id=1.3%20Adoption%20of%20New%20and%20Revised%20HKFRSs) The adoption of new and revised HKFRSs during the period did not result in significant changes to the Group's accounting policies or financial statement presentation - During the period, the Group adopted all new and revised HKFRSs relevant to its operations, which did not result in significant changes to the Group's accounting policies, presentation of consolidated financial statements, or reported amounts for the current and prior periods[8](index=8&type=chunk) [Condensed Consolidated Financial Statements](index=1&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This section presents the Group's condensed consolidated statement of profit or loss and other comprehensive income, and statement of financial position [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=1&type=section&id=2.1%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2025, the Group's revenue significantly decreased to HK$15,852 thousand, while operating loss and loss for the period narrowed considerably, driven by improved other income and losses, net, and reduced administrative expenses Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30) | Indicator | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Revenue | 15,852 | 36,476 | | Cost of sales | (15,650) | (35,885) | | Gross profit | 202 | 591 | | Other income and losses, net | (343) | (25,719) | | Distribution and selling expenses | (1,220) | (1,914) | | Administrative expenses | (31,116) | (69,365) | | Operating loss | (32,477) | (96,407) | | Finance costs | (1,173) | (1,555) | | Loss before tax | (33,650) | (97,962) | | Income tax | – | – | | Loss for the period | (33,650) | (97,962) | | Loss for the period attributable to owners of the Company | (23,326) | (83,726) | | Basic and diluted loss per share (HK cents) | (10.62) | (42.45) | - Total comprehensive loss for the period significantly narrowed to **HK$28,811 thousand** from HK$105,339 thousand in the prior period[3](index=3&type=chunk) [Condensed Consolidated Statement of Financial Position](index=3&type=section&id=2.2%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's net assets decreased to HK$84,107 thousand from HK$112,918 thousand on December 31, 2024, with net current liabilities expanding primarily due to reduced bank and cash balances Condensed Consolidated Statement of Financial Position (As of June 30) | Indicator | June 30, 2025 (HK$ '000) | December 31, 2024 (HK$ '000) | | :--- | :--- | :--- | | **ASSETS** | | | | Non-current assets | 136,263 | 152,597 | | Current assets | 255,561 | 267,563 | | **LIABILITIES** | | | | Current liabilities | 302,993 | 302,467 | | Non-current liabilities | 4,724 | 4,775 | | **NET EQUITY** | | | | Net current liabilities | (47,432) | (34,904) | | Net assets | 84,107 | 112,918 | | Total equity | 84,107 | 112,918 | - Equity attributable to owners of the Company decreased from **HK$333,984 thousand** as of December 31, 2024, to **HK$308,953 thousand** as of June 30, 2025[5](index=5&type=chunk) [Notes to the Financial Statements](index=6&type=section&id=Notes%20to%20the%20Financial%20Statements) This section provides detailed notes on various financial statement items, including revenue, expenses, assets, liabilities, equity, and other disclosures [Revenue and Segment Information](index=6&type=section&id=3.1%20Revenue%20and%20Segment%20Information) All Group revenue is derived from the lithium-ion power battery business in China, totaling **HK$15,852 thousand** for the period, a significant decrease from the prior period, with segment loss also narrowing - All Group revenue is derived from the People's Republic of China and recognized at a point in time[9](index=9&type=chunk) Revenue by Product (For the period ended June 30) | Product | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Batteries | 15,852 | 36,476 | Segment Information (For the period ended June 30) | Indicator | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Revenue from external customers | 15,852 | 36,476 | | Segment loss | (26,816) | (89,399) | | Depreciation of property, plant and equipment | 18,270 | 33,893 | | Depreciation of right-of-use assets | 1,668 | 1,897 | [Other Income and Losses, Net](index=8&type=section&id=3.2%20Other%20Income%20and%20Losses%2C%20Net) Other income and losses, net, significantly improved from a loss of HK$25,719 thousand in the prior period to a loss of HK$343 thousand, primarily due to the absence of write-offs of property, plant and equipment Other Income and Losses, Net (For the six months ended June 30) | Item | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | (Losses)/gains on disposal of scrap materials | (1,087) | 663 | | Interest income | 12 | 51 | | Reversal of impairment loss on trade receivables | 62 | - | | Reversal of impairment loss/(impairment loss) on other receivables | 12 | (291) | | Reversal of impairment loss/(impairment loss) on inventories | 523 | (1,136) | | Write-off of property, plant and equipment | - | (25,488) | | Others | 135 | 482 | | **Total** | **(343)** | **(25,719)** | [Finance Costs](index=8&type=section&id=3.3%20Finance%20Costs) Finance costs for the period decreased to **HK$1,173 thousand** from HK$1,555 thousand in the prior period, primarily due to reduced interest expenses on borrowings Finance Costs (For the six months ended June 30) | Item | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Interest expense on borrowings | 1,104 | 1,404 | | Interest on lease liabilities | 69 | 151 | | **Total** | **1,173** | **1,555** | [Income Tax](index=8&type=section&id=3.4%20Income%20Tax) The Group had no assessable profits in Hong Kong during the period, thus no Hong Kong profits tax provision was made; Chinese subsidiaries are subject to a 25% tax rate, with some high-tech enterprises enjoying a preferential 15% rate - The Group had no assessable profits in Hong Kong during the period, and therefore no provision for Hong Kong profits tax was made[15](index=15&type=chunk) - All Group companies operating in China are subject to a 25% tax rate, except for certain subsidiaries eligible for China's national high-tech enterprise tax incentive, allowing them to pay tax at a preferential rate of **15%** in 2025[15](index=15&type=chunk) [Loss for the Period](index=9&type=section&id=3.5%20Loss%20for%20the%20Period) Loss for the period was primarily influenced by cost of sales, depreciation, research and development expenses, and staff costs, with significant reductions in R&D expenses and directors' emoluments Items Deducted in Arriving at Loss for the Period (For the six months ended June 30) | Item | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Cost of sales | 15,650 | 35,885 | | Depreciation of property, plant and equipment | 18,736 | 33,903 | | Depreciation of right-of-use assets | 1,843 | 2,276 | | Research and development expenses | 287 | 14,736 | | Directors' emoluments | 686 | 3,252 | | Staff costs (including directors' emoluments) | 6,725 | 11,917 | | Contributions to retirement benefit schemes | 850 | 1,300 | [Dividends](index=9&type=section&id=3.6%20Dividends) The Directors do not recommend the payment of an interim dividend for the period, consistent with the prior period - The Directors did not recommend the payment of an interim dividend for the period (2024: nil)[16](index=16&type=chunk) [Loss Per Share](index=9&type=section&id=3.7%20Loss%20Per%20Share) Basic loss per share for the period significantly narrowed to **10.62 HK cents** from 42.45 HK cents in the prior period; no diluted loss per share is presented due to the absence of dilutive potential ordinary shares Loss Per Share (For the six months ended June 30) | Indicator | 2025 (HK cents) | 2024 (HK cents) | | :--- | :--- | :--- | | Basic and diluted loss per share | (10.62) | (42.45) | - Basic loss per share is calculated based on the loss attributable to owners of the Company of approximately **HK$23,326,000** (for the period ended June 30, 2024: HK$83,726,000) and the weighted average of **219,685,228** ordinary shares in issue during the year[17](index=17&type=chunk) - No diluted loss per share is presented for the current and prior periods as the Company had no dilutive potential ordinary shares[18](index=18&type=chunk) [Property, Plant and Equipment](index=9&type=section&id=3.8%20Property%2C%20Plant%20and%20Equipment) During the reporting period, the Group did not acquire any property, plant and equipment; certain machinery with a carrying amount of **HK$7,000** was pledged as security for the acquisition of an associate - During the reporting period, the Group did not acquire any property, plant and equipment[19](index=19&type=chunk) - As of June 30, 2025, certain machinery with a carrying amount of **HK$7,000** was pledged as security for the acquisition of an associate[19](index=19&type=chunk) [Trade and Other Receivables, Deposits and Prepayments](index=10&type=section&id=3.9%20Trade%20and%20Other%20Receivables%2C%20Deposits%20and%20Prepayments) As of June 30, 2025, total trade and other receivables, deposits, and prepayments amounted to **HK$252,480 thousand**, a slight decrease from December 31, 2024, with trade receivables primarily aged between 0 and 60 days Trade and Other Receivables, Deposits and Prepayments (As of June 30) | Item | June 30, 2025 (HK$ '000) | December 31, 2024 (HK$ '000) | | :--- | :--- | :--- | | Trade receivables (net of impairment loss) | 9,102 | 16,025 | | Bills receivable | 946 | 20 | | VAT recoverable | 6,558 | 6,410 | | Consideration receivable for disposal of subsidiaries | 12,156 | 10,640 | | Amounts due from disposed subsidiaries | 200,776 | 200,458 | | Other receivables, deposits and prepayments | 22,942 | 22,233 | | **Total** | **252,480** | **255,786** | Ageing Analysis of Trade Receivables (As of June 30) | Ageing | June 30, 2025 (HK$ '000) | December 31, 2024 (HK$ '000) | | :--- | :--- | :--- | | 0 to 60 days | 7,013 | 12,551 | | 61 to 90 days | - | 1,372 | | Over 90 days | 2,089 | 2,102 | | **Total** | **9,102** | **16,025** | [Trade and Other Payables](index=10&type=section&id=3.10%20Trade%20and%20Other%20Payables) As of June 30, 2025, total trade and other payables amounted to **HK$273,115 thousand**, a slight increase from December 31, 2024, with trade payables primarily aged over 90 days Trade and Other Payables (As of June 30) | Item | June 30, 2025 (HK$ '000) | December 31, 2024 (HK$ '000) | | :--- | :--- | :--- | | Trade payables | 60,343 | 58,635 | | Payables for acquisition of property, plant and equipment | 109,012 | 105,868 | | Accrued expenses and other payables | 103,760 | 104,637 | | **Total** | **273,115** | **269,140** | Ageing Analysis of Trade Payables (As of June 30) | Ageing | June 30, 2025 (HK$ '000) | December 31, 2024 (HK$ '000) | | :--- | :--- | :--- | | 0 to 60 days | 86 | 750 | | 61 to 90 days | 545 | 1,859 | | Over 90 days | 59,712 | 56,026 | | **Total** | **60,343** | **58,635** | [Borrowings](index=11&type=section&id=3.11%20Borrowings) Borrowings for the period are unsecured, denominated in HKD, interest-bearing, and repayable within one year - Other borrowings for the presented period are unsecured, denominated in HKD, interest-bearing, and repayable within one year[25](index=25&type=chunk) [Amounts Due to Controlling Shareholder](index=11&type=section&id=3.12%20Amounts%20Due%20to%20Controlling%20Shareholder) Amounts due to the controlling shareholder are unsecured, interest-free, and have no fixed repayment terms - The amounts are unsecured, interest-free, and have no fixed repayment terms[26](index=26&type=chunk) [Share Capital](index=11&type=section&id=3.13%20Share%20Capital) As of June 30, 2025, the Company's authorized share capital was **HK$500,000 thousand**, with issued and fully paid share capital of **HK$21,969 thousand** comprising **219,685,228** shares, consistent with December 31, 2024 Movements in Share Capital (As of June 30) | Item | Number of Shares | HK$ '000 | | :--- | :--- | :--- | | **Authorized share capital** | | | | At January 1, 2024 | 5,000,000,000 | 500,000 | | Share consolidation and capital reduction | (4,500,000,000) | (450,000) | | Subdivision | 4,500,000,000 | 450,000 | | At June 30, 2025 | 5,000,000,000 | 500,000 | | **Issued and fully paid share capital** | | | | At January 1, 2024 | 1,483,486,700 | 148,349 | | Shares issued on rights issue | 593,365,583 | 59,337 | | Shares issued on subscription | 120,000,000 | 12,000 | | Share consolidation, capital reduction and subdivision | (1,977,167,055) | (197,717) | | At June 30, 2025 | 219,685,228 | 21,969 | [Contingent Liabilities](index=12&type=section&id=3.14%20Contingent%20Liabilities) As of the end of the reporting period, the Group had no significant contingent liabilities - As of the end of the reporting period, the Group had no significant contingent liabilities (December 31, 2024: nil)[28](index=28&type=chunk) [Capital Commitments](index=12&type=section&id=3.15%20Capital%20Commitments) As of June 30, 2025, the Group's total contracted but unprovided capital commitments amounted to **HK$32,169 thousand**, primarily for property, plant and equipment and investment in an associate Capital Commitments (As of June 30) | Item | June 30, 2025 (HK$ '000) | December 31, 2024 (HK$ '000) | | :--- | :--- | :--- | | Contracted but not provided for: | | | | － Property, plant and equipment | 12,448 | 12,088 | | － Investment in an associate | 19,721 | 19,150 | | **Total** | **32,169** | **31,238** | [Related Party Transactions](index=12&type=section&id=3.16%20Related%20Party%20Transactions) Key management personnel compensation, specifically directors' emoluments, is disclosed in Note 8 - Emoluments of Directors, who are also key management personnel of the Group, are set out in Note 8[30](index=30&type=chunk) [Approval of Interim Financial Statements](index=12&type=section&id=3.17%20Approval%20of%20Interim%20Financial%20Statements) The interim financial statements were approved and authorized for issue by the Board of Directors on August 29, 2025 - The interim financial statements were approved and authorized for issue by the Board of Directors on August 29, 2025[31](index=31&type=chunk) [Business and Financial Review](index=13&type=section&id=Business%20and%20Financial%20Review) This section reviews the Group's business operations and financial performance, including market challenges and strategic responses [Business Review](index=13&type=section&id=4.1%20Business%20Review) During the period, the lithium-ion battery business faced challenges including oversupply, subsidy cancellations, intense price competition, and escalating US-China trade tensions, leading to declining sales and revenue; the Group has paused some R&D activities to cut costs and is exploring new opportunities like new energy heavy-duty truck charging stations for diversification [Lithium-ion Power Battery Business](index=13&type=section&id=4.1.1%20Lithium-ion%20Power%20Battery%20Business) The Chinese lithium-ion battery market faces oversupply, subsidy cancellations, intensified price competition, and escalating US-China trade tensions, leading to declining sales and revenue; new EV battery safety standards were also introduced, prompting the Group to pause some R&D to cut costs and plan investments in new energy heavy-duty truck charging stations - The Chinese lithium-ion battery market faces challenges including oversupply, cancellation of local government subsidies, aggressive pricing strategies by manufacturers, and escalating US-China trade tensions, leading to a decline in both sales volume and revenue for the Group during the period[33](index=33&type=chunk) - In April 2025, the US imposed tariffs of up to **145%** on goods from China, which, despite subsequent easing, continue to impact Chinese manufacturers severely, with technology exports remaining a key point of contention[33](index=33&type=chunk) - The Group has signed a framework agreement to invest in, construct, and operate new energy heavy-duty truck charging stations in Shenzhen and surrounding areas, aiming to strengthen its existing business structure and expand into the new energy market[34](index=34&type=chunk) - To effectively allocate resources, the Group has paused certain R&D activities related to battery technology, resulting in reduced associated costs; additionally, some machinery and equipment have been fully depreciated, leading to lower depreciation expenses and a decrease in net loss for the period[35](index=35&type=chunk) [Outlook](index=14&type=section&id=4.1.2%20Outlook) The Group will continue to develop its core battery manufacturing business and actively seek other expansion opportunities, particularly in new energy-related fields, to create shareholder value with prudence and reasonable costs - The Group is committed to continuously developing its core battery manufacturing business and actively seeking other business expansion opportunities, with the aforementioned new energy heavy-duty truck charging station project being part of its diversification strategy[37](index=37&type=chunk) - The Group will continue to monitor new energy-related business opportunities and ensure that any expansion activities are conducted with prudence and at reasonable costs, ultimately creating value for shareholders[37](index=37&type=chunk) [Financial Review](index=14&type=section&id=4.2%20Financial%20Review) During the period, Group revenue significantly declined due to reduced sales volumes from US-China trade tensions, but other income and losses, net, and administrative expenses improved considerably due to the absence of property, plant and equipment write-offs and reduced R&D and depreciation expenses; finance costs also decreased from partial loan repayments, leading to a substantial narrowing of loss per share [Revenue and Gross Profit Margin](index=14&type=section&id=4.2.1%20Revenue%20and%20Gross%20Profit%20Margin) Revenue for the period decreased from **HK$36,476 thousand** to **HK$15,852 thousand**, primarily due to reduced sales volumes resulting from US-China trade tensions Revenue (For the six months ended June 30) | Indicator | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Revenue | 15,852 | 36,476 | - The decrease in revenue was primarily due to reduced sales volumes compared to the corresponding period in 2024, attributed to the US-China trade tensions[38](index=38&type=chunk) [Other Income and Losses, Net](index=14&type=section&id=4.2.2%20Other%20Income%20and%20Losses%2C%20Net) Other income and losses, net, significantly improved from a loss of **HK$25,719 thousand** to a loss of **HK$343 thousand**, mainly because the write-off of property, plant and equipment of approximately **HK$25,488 thousand** did not recur during the reporting period Other Income and Losses, Net (For the six months ended June 30) | Indicator | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Other income and losses, net | (343) | (25,719) | - Primarily due to the write-off of property, plant and equipment of approximately **HK$25,488,000** not recurring during the reporting period[39](index=39&type=chunk) [Distribution and Selling Expenses](index=14&type=section&id=4.2.3%20Distribution%20and%20Selling%20Expenses) Distribution and selling expenses for the reporting period decreased to **HK$1,220 thousand** from HK$1,914 thousand in the prior period, mainly due to reduced staff costs and transportation and travel expenses Distribution and Selling Expenses (For the six months ended June 30) | Indicator | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Distribution and selling expenses | 1,220 | 1,914 | [Administrative Expenses](index=15&type=section&id=4.2.4%20Administrative%20Expenses) Administrative expenses decreased from **HK$69,365 thousand** to **HK$31,116 thousand**, primarily due to reduced depreciation from fully depreciated property, plant and equipment, and a significant decrease in R&D expenses from paused research projects Administrative Expenses (For the six months ended June 30) | Indicator | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Administrative expenses | 31,116 | 69,365 | - Depreciation decreased from **HK$33,892 thousand** to **HK$18,280 thousand**, and R&D expenses decreased from **HK$14,736 thousand** to **HK$287 thousand**[41](index=41&type=chunk) [Finance Costs](index=15&type=section&id=4.2.5%20Finance%20Costs) Finance costs decreased from **HK$1,555 thousand** to **HK$1,173 thousand**, primarily due to partial loan repayments during the reporting period Finance Costs (For the six months ended June 30) | Indicator | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Finance costs | 1,173 | 1,555 | - The decrease in finance costs was primarily due to partial loan repayments during the reporting period[42](index=42&type=chunk) [Basic and Diluted Loss Per Share](index=15&type=section&id=4.2.6%20Basic%20and%20Diluted%20Loss%20Per%20Share) Basic and diluted loss per share for the reporting period significantly narrowed to **10.62 HK cents** from 42.45 HK cents in the prior period Basic and Diluted Loss Per Share (For the six months ended June 30) | Indicator | 2025 (HK cents) | 2024 (HK cents) | | :--- | :--- | :--- | | Basic and diluted loss per share | (10.62) | (42.45) | [Human Resources Development](index=15&type=section&id=4.2.7%20Human%20Resources%20Development) As of June 30, 2025, the Group's employee count decreased to **72** from 123 on December 31, 2024; the Group provides training and competitive remuneration and benefits to its employees Number of Employees | Date | Number of Employees | | :--- | :--- | | June 30, 2025 | 72 | | December 31, 2024 | 123 | - The Group provides training to employees to update their professional knowledge, enhance their skills and development, and offers competitive remuneration packages and benefits, including provident fund contributions and medical insurance[44](index=44&type=chunk) [Interim Dividend](index=15&type=section&id=4.2.8%20Interim%20Dividend) The Directors do not recommend the payment of an interim dividend for the reporting period, consistent with the prior period - The Directors do not recommend the payment of an interim dividend for the reporting period (for the six months ended June 30, 2024: nil)[45](index=45&type=chunk) [Liquidity and Financial Resources](index=15&type=section&id=4.2.9%20Liquidity%20and%20Financial%20Resources) As of June 30, 2025, the Group's bank and cash balances were approximately **HK$1,223 thousand**, with a gearing ratio of **27.30%** Liquidity and Financial Resources (As of June 30) | Indicator | June 30, 2025 (HK$ '000) | December 31, 2024 (HK$ '000) | | :--- | :--- | :--- | | Bank and cash balances | 1,223 | 9,552 | | Gearing ratio | 27.30% | 27.42% | [Borrowings and Pledges of Assets](index=15&type=section&id=4.2.10%20Borrowings%20and%20Pledges%20of%20Assets) Details of borrowings and pledges of assets are set out in Notes 11 and 14 - Details of borrowings and pledges of assets are set out in Notes 11 and 14[47](index=47&type=chunk) [Other Information](index=15&type=section&id=Other%20Information) This section covers securities transactions, foreign exchange risk, corporate governance, cautionary statements, and publication of interim results [Purchase, Sale or Redemption of the Company's Listed Securities](index=15&type=section&id=5.1%20Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[48](index=48&type=chunk) [Foreign Exchange Risk](index=16&type=section&id=5.2%20Foreign%20Exchange%20Risk) As the Group's operations are primarily in China and transacted in RMB, the Directors believe there is no significant foreign exchange rate risk, thus no hedging arrangements were made; the Group will continue to review and monitor related risks - As the Group's operations are primarily conducted in China and transacted in RMB, the Directors believe there is no significant foreign exchange rate risk to the Group's operating cash flow and liquidity, and therefore no hedging arrangements have been made[49](index=49&type=chunk) [Corporate Governance](index=16&type=section&id=5.3%20Corporate%20Governance) The Company has complied with all applicable provisions of the Corporate Governance Code in Appendix C1 of the Listing Rules; the Audit Committee reviewed the Group's financial reporting procedures, internal controls, and discussed the interim report - During the reporting period, the Company complied with all applicable provisions of the Corporate Governance Code[50](index=50&type=chunk) - The Audit Committee has reviewed the accounting principles and practices adopted by the Group with the Company's management and discussed internal controls and financial reporting matters, including the unaudited interim report for the reporting period[51](index=51&type=chunk) - All Directors confirmed their compliance with the required standards set out in the Model Code for Securities Transactions by Directors of Listed Issuers during the reporting period[52](index=52&type=chunk) [Cautionary Statement](index=17&type=section&id=5.4%20Cautionary%20Statement) The Board reminds investors that unaudited interim financial results and operating data are based on internal Group information and should not be unduly relied upon; forward-looking statements are not guarantees of future performance, actual results may differ materially due to various factors, and the Group has no obligation to update or revise them - The Board reminds investors that the unaudited interim financial results and operating data are based on the Group's internal information, and investors should be aware that undue reliance or use of this information may lead to investment risks[53](index=53&type=chunk) - Forward-looking statements do not constitute a guarantee of future performance, and actual results, plans, and objectives may differ materially from those expressed in such statements due to various factors[54](index=54&type=chunk) [Publication of Interim Results and Interim Report](index=17&type=section&id=5.5%20Publication%20of%20Interim%20Results%20and%20Interim%20Report) This announcement has been published on the HKEXnews website and the Company's website; the interim report will be published and dispatched to shareholders in due course - This announcement is published on the HKEXnews website (https://www.hkexnews.hk) and the Company's website (http://www.tessonholdings.com)[55](index=55&type=chunk) - The Company's interim report for the six months ended June 30, 2025, will be published on the aforementioned websites and dispatched to shareholders in due course[55](index=55&type=chunk)

格隆汇8月19日丨天臣控股(01201.HK)公布，公司将于2025年8月29日召开董事会会议，以（其中包括） 审议及通过集团截至2025年6月30日止六个月的中期业绩及其发布，以及宣派中期股息（如有）。 ...

天臣控股有限公司 主席 韋茗仁 香港，二零二五年八月十九日 TESSON HOLDINGS LIMITED 天臣控股有限公司 ( 於百慕達註冊成立之有限公司 ) (股份代號：1201) 董事會會議通知 天臣控股有限公司（「本公司」）董事會（「董事會」）謹此宣佈，本公司將於 二零二五年八月二十九日（星期五）舉行董事會會議，藉以（其中包括）考慮及 批准本公司及其附屬公司截至二零二五年六月三十日止六個月期間之中期業績 及其發佈以及考慮派發中期股息（如有）。 承董事會命 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準確性或 完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部分內容而產生或因倚賴該 等內容而引致之任何損失承擔任何責任。 於本公告日期，董事會包括執行董事韋清文先生、韋茗仁先生、陳淮先生及俞曉蕾女士，以及獨 立非執行董事吳家榮博士、施德華先生及王金林先生。 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準確性或 完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部分內容而產生或因倚賴該 等內容而引致之任何損失承擔任何責任。 TESSON HOLDINGS LIMITED 天臣控股有限公司 ( 於百慕達註冊成立之有限公司 ) 由於需要額外時間編製及落實通函所載資料（例如獨立財務顧問的建議函件）， 通函的預期寄發日期將延遲至二零二五年八月二十九日或之前。 承董事會命 天臣控股有限公司 主席 韋茗仁 香港，二零二五年八月十五日 於本公告日期，董事會包括執行董事韋清文先生、韋茗仁先生、陳淮先生及俞曉蕾女士，以及獨 立非執行董事吳家榮博士、施德華先生及王金林先生。 (股份代號：1201) 延遲寄發通函 茲提述天臣控股有限公司（「本公司」）日期為二零二五年七月二十五日及二零 二五年八月四日之公告（統稱「公告」），內容有關（其中包括）(1) 根據特別 授權發行新股份；及 (2) 關連交易。除文義另有所指外，本公告所用詞彙與公 告所界定者具有相同涵義。 如公告所述，一份載有（其中包括）：(i) 認購詳情；(ii) 獨立董事委員會向獨 立股 ...

Group 1 - The company Tianchen Holdings (01201) has appointed Softbank China Hong Kong Securities Limited as an independent financial advisor [1] - The independent financial advisor will provide advice to the independent board committee and independent shareholders regarding the subscription agreement and the proposed transactions under it [1] - The appointment of the independent financial advisor has been approved by the independent board committee [1]