SYMPHONY HOLDINGS(01223)

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新沣集团(01223) - 截至二零二五年九月三十日止月份之股份发行人的证券变动月报表
2025-10-02 08:29
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: 新灃集團有限公司(於百慕達註冊成立的有限公司) 呈交日期: 2025年10月2日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01223 | 說明 | 新灃集團有限公司 | | | | | | | | | 法定/註冊股份數目 | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 20,000,000,000 HKD | | 0.1 | HKD | | 2,000,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 20,000,000,000 HKD | | 0.1 | HKD | | 2,000,000,000 | ...
新沣集团(01223) - 致非註册股东之通知信函及申请表格
2025-09-25 08:30
SYMPHONY HOLDINGS LIMITED 新灃集團有限公 司* (Incorporated in Bermuda with limited liability) (Stock Code 股份代號:01223) (於百慕達註冊成立的有限公司) NOTIFICATION LETTER 通知信函 26 September 2025 Dear Non-Registered Shareholder(1), Symphony Holdings Limited ("Symphony") – Notification of publication of 2025 Interim Report ("Current Corporate Communication") on the Company's website The Current Corporate Communication of Symphony, in both English and Chinese versions, is available on the website of Symphony at www.symphonyholdings.com ...
新沣集团(01223) - 致股东之通知信函及更改申请表格
2025-09-25 08:26
SYMPHONY HOLDINGS LIMITED 新灃集團有限公 司* (Incorporated in Bermuda with limited liability) (於百慕達註冊成立的有限公司) (Stock Code 股份代號:01223) NOTIFICATION LETTER 通知信函 26 September 2025 Dear Shareholder, Symphony Holdings Limited (the "Company") – Notification of publication of 2025 Interim Report ("Current Corporate Communication") The English and Chinese versions of the Company's Current Corporate Communication are available on the Company's website at www.symphonyholdings.com and the website of The Stock Exchange of Hong ...
新沣集团(01223) - 2025 - 中期财报
2025-09-25 08:16
[Company Information](index=3&type=section&id=Company%20Information) This section provides essential details about the company's registration, governance structure, and key operational contacts [Board of Directors and Committee Composition](index=3&type=section&id=Board%20of%20Directors%20and%20Committee%20Composition) The company's board comprises executive and independent non-executive directors, with audit, remuneration, and nomination committees, experiencing changes during the reporting period - Mr. Zhou Yujun retired as an independent non-executive director on June 20, 2025[3](index=3&type=chunk) - Ms. Ma Yanfen was appointed as an independent non-executive director and Chairman of the Audit Committee on June 20, 2025[3](index=3&type=chunk)[4](index=4&type=chunk) [Company Basic Information](index=3&type=section&id=Company%20Basic%20Information) The company is registered in Bermuda, headquartered in Hong Kong, listed under stock code 1223, with details on auditors and banks - The company's registered office is in Bermuda, with its headquarters and principal place of business in Hong Kong at 10/F, Harbour Centre, 510 King's Road, North Point[3](index=3&type=chunk) - The company's stock code is **1223**, and its auditor is BDO Limited, Hong Kong[3](index=3&type=chunk)[4](index=4&type=chunk) [Chairman's Statement](index=4&type=section&id=Chairman's%20Statement) This statement reviews the Group's operational performance in the first half of 2025 and outlines strategic plans for the second half [Operating Review for H1 2025](index=4&type=section&id=Operating%20Review%20for%20H1%202025) In H1 2025, despite global economic challenges, the Group demonstrated resilience through strategic initiatives across its retail, brand, healthcare, sake, and financial segments - Xiamen "Suning Outlets" achieved the "over **RMB100 million** in first month" milestone for four consecutive years, with an upgraded international sports brand flagship store setting a new regional daily sales record[6](index=6&type=chunk) - Retail business digital transformation showed significant results, with AI market analysis systems improving decision accuracy and WeChat video account live streaming boosting member engagement and sales conversion[6](index=6&type=chunk) - Sports compression wear brand SKINS optimized its global strategic layout, focusing resources on core markets and actively participating in industry exhibitions to strengthen its professional positioning[6](index=6&type=chunk) - Healthcare business SBT successfully expanded cross-border e-commerce channels, accelerating penetration into the Southeast Asian market[7](index=7&type=chunk) - Financial services benefited from the capital market recovery in the first half, performing as expected and providing stable income support for the Group[7](index=7&type=chunk) [Outlook and Strategy for H2](index=5&type=section&id=Outlook%20and%20Strategy%20for%20H2) For H2, the Group plans to leverage China's economic stability, focusing on retail upgrades, brand differentiation, and operational efficiency across all business segments - The retail segment will focus on consumer upgrade trends, strengthening its "youthful and diversified" brand portfolio by introducing international luxury brands and emerging local designer brands[8](index=8&type=chunk) - Regarding innovative marketing models, plans include themed shopping festivals and cross-industry collaborations during holiday seasons, alongside deepening omnichannel digital transformation[8](index=8&type=chunk) - SKINS will advance mass-market product line development and innovative regional cooperation models; SBT will focus on developing health management for middle-aged and elderly, and youth wellness niche markets in the Greater Bay Area and Southeast Asia; "Hakuryu" sake will accelerate promotion in key and North American markets[8](index=8&type=chunk) [Management Discussion and Analysis](index=6&type=section&id=Management%20Discussion%20and%20Analysis) This section provides a detailed review of the Group's financial performance, segment results, liquidity, and other key operational aspects for the reporting period [Financial Review](index=6&type=section&id=Financial%20Review) The Group's total revenue slightly decreased in H1 2025, but EBITDA increased, comprehensive income turned profitable, and net assets grew H1 2025 Financial Overview | Metric | H1 2025 (HK$'000) | H1 2024 (HK$'000) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 148,229 | 150,324 | -1.4% | | EBITDA | 73,900 | 72,300 | +2.2% | | Loss for the Period | (12,800) | (26,700) | -52.1% | | Total Comprehensive Income Attributable to Owners of the Company | 45,400 | (83,500) | Turned profitable | | Net Assets (Period-end) | 2,345,200 | 2,319,000 (Dec 31, 2024) | +1.1% | [Segment Information](index=6&type=section&id=Segment%20Information) The Group operates in brand promotion, retail, and financial services; brand promotion revenue decreased, retail revenue slightly increased, and financial services revenue and loss worsened H1 2025 Segment Performance | Segment | Revenue (HK$'000) | Revenue YoY Change (%) | Gross Margin (%) | Reportable Segment (Loss)/Profit (HK$'000) | | :--- | :--- | :--- | :--- | :--- | | Brand Promotion | 20,200 | -13.2% | 62.5% (2024: 57.7%) | (2,500) (2024: (800)) | | Retail | 119,800 | +1.4% | - | 11,300 (2024: 13,400) | | Financial Services | 8,300 | -7.2% | - | (1,900) (2024: (400)) | [Analysis of Key Income Statement Items](index=7&type=section&id=Analysis%20of%20Key%20Income%20Statement%20Items) Cost of sales significantly decreased, gross profit slightly increased, other income and gains grew substantially, while distribution, administrative, and income tax expenses rose, and finance costs declined H1 2025 Key Income Statement Items Changes | Metric | H1 2025 (HK$'000) | H1 2024 (HK$'000) | Change (%) | | :--- | :--- | :--- | :--- | | Cost of Sales | (7,562) | (9,822) | -23.0% | | Gross Profit | 140,667 | 140,502 | +0.1% | | Other Income and Gains | 35,724 | 25,009 | +42.8% | | Distribution and Selling Expenses | (29,726) | (26,774) | +11.0% | | Administrative Expenses | (69,427) | (64,767) | +7.2% | | Finance Costs | (39,687) | (48,945) | -18.9% | | Fair Value Loss on Financial Assets at FVTPL | (2,518) | (571) | +341.0% | | Income Tax Expense | (5,387) | (3,572) | +50.8% | | Loss for the Period Attributable to Owners of the Company | (13,322) | (28,372) | -53.0% | - The reduction in loss for the period was primarily due to increased other income and gains and decreased finance costs resulting from lower HIBOR[25](index=25&type=chunk) [Market Information](index=7&type=section&id=Market%20Information) Over 95% of the Group's revenue is generated from China, Hong Kong, and other Asian countries - During the period, revenue from China, Hong Kong, and other Asian countries accounted for approximately **95.2%** of total revenue (H1 2024: 94.7%)[26](index=26&type=chunk) [Liquidity and Financial Resources](index=8&type=section&id=Liquidity%20and%20Financial%20Resources) As of June 30, 2025, the Group's bank balances and cash decreased, bank facilities declined, total bank loans slightly increased, but liquidity ratio improved Liquidity and Financial Resources Overview | Metric | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | Change (%) | | :--- | :--- | :--- | :--- | | Bank Balances and Cash | 65,800 | 77,200 | -14.8% | | Bank Facilities | 1,505,600 | 1,720,000 | -12.5% | | Total Bank Loans | 1,151,200 | 1,140,400 | +0.9% | | Floating Rate Bank Loan Annual Interest Rate | 1.79%-6.81% | 1.92%-7.83% | Range narrowed | | Gearing Ratio | 46.3% | 45.8% | +0.5% | | Current Assets | 1,283,500 | 1,274,700 | +0.7% | | Current Liabilities | 1,022,300 | 1,162,600 | -12.1% | | Current Ratio | 1.26 | 1.10 | +14.5% | [Pledge of Assets](index=8&type=section&id=Pledge%20of%20Assets) As of June 30, 2025, the Group pledged various assets, including properties, investment properties, right-of-use assets, and subsidiary shares, to secure bank facilities - Pledged assets include leasehold land and buildings, outlet mall buildings, investment properties, right-of-use assets, and assets classified as held for sale, with a total carrying value of approximately **HK$3.36 billion**[30](index=30&type=chunk) - Additionally, shares of certain subsidiaries, corporate guarantees, and a personal guarantee from a director also served as security for bank facilities[30](index=30&type=chunk) [Capital Commitments](index=8&type=section&id=Capital%20Commitments) As of June 30, 2025, the Group's primary capital commitment was for the construction of the Shenyang Outlet mall building in China, which decreased from year-end 2024 Capital Commitments | Item | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | Change (%) | | :--- | :--- | :--- | :--- | | Construction Cost of Shenyang Outlet Mall Building | 6,100 | 8,100 | -24.7% | [Capital Expenditure](index=8&type=section&id=Capital%20Expenditure) Capital expenditure during the period significantly increased year-on-year, primarily for property, plant, and equipment purchases and the Shenyang Outlet mall construction Capital Expenditure | Item | H1 2025 (HK$'000) | H1 2024 (HK$'000) | Change (%) | | :--- | :--- | :--- | :--- | | Total Capital Expenditure | 3,100 | 600 | +416.7% | [Contingent Liabilities](index=8&type=section&id=Contingent%20Liabilities) The Group faces potential tax penalties for overdue corporate income tax filings in China, but management deems the amount immaterial and covered by vendor indemnity - There is a potential tax penalty for overdue corporate income tax filings in China, but the amount cannot be reliably estimated[34](index=34&type=chunk) - Management considers the potential penalty immaterial, and the vendor has undertaken to indemnify related tax liabilities prior to the acquisition completion date[34](index=34&type=chunk) [Employees and Remuneration Policy](index=9&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the Group's total employee count and related costs slightly decreased, while offering competitive remuneration, bonuses, and other benefits Employees and Remuneration Overview | Metric | June 30, 2025 | June 30, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Total Number of Employees | 249 persons | 265 persons | -6.0% | | Employee Costs (excluding Directors' Emoluments) | 27,100 HK$'000 | 29,300 HK$'000 | -7.5% | - The Group provides discretionary bonuses, employee share options, insurance, medical plans, and retirement schemes to eligible employees[36](index=36&type=chunk) [Treasury Policy](index=9&type=section&id=Treasury%20Policy) The Group is exposed to foreign currency risks from RMB and USD denominated assets and liabilities but did not use derivatives for hedging during the period, continuously monitoring risks - The Group is primarily exposed to foreign currency risks arising from monetary assets and liabilities denominated in RMB and USD[37](index=37&type=chunk) - No financial derivative instruments were entered into for hedging purposes during the period, and management will monitor foreign exchange risks and take appropriate measures from time to time[37](index=37&type=chunk) [Interim Dividend](index=9&type=section&id=Interim%20Dividend) The Board resolved not to declare any interim dividend for the period, consistent with the prior year - The Board resolved not to declare any interim dividend for the six months ended June 30, 2025[38](index=38&type=chunk) [Significant Acquisitions, Disposals, Material Investments and Future Plans for Material Investments](index=9&type=section&id=Significant%20Acquisitions%2C%20Disposals%2C%20Material%20Investments%20and%20Future%20Plans%20for%20Material%20Investments) The Group acquired the remaining 15% stake in New Ito Brand Distribution Limited, gaining full control of the "SKINS" business to enhance operational efficiency and expand revenue streams through brand development - On February 25, 2025, the Company acquired the remaining **15%** stake in New Ito Brand Distribution Limited ("New Ito") for **US$0.6 million** (approximately **HK$4.7 million**), making it a wholly-owned subsidiary[39](index=39&type=chunk) - This acquisition aims to gain full control of the New Ito Group, enhancing flexibility in its strategic direction and daily management, thereby improving the Group's operational management efficiency[41](index=41&type=chunk) - Future plans include rebranding, enhancing brand awareness, developing new products, innovating product portfolios, and upgrading the "SKINS" product distribution network to broaden revenue streams[42](index=42&type=chunk)[43](index=43&type=chunk) [Events After Reporting Period](index=10&type=section&id=Events%20After%20Reporting%20Period) No significant events affecting the Group occurred after June 30, 2025, up to the report date - No significant events affecting the Group occurred after June 30, 2025, and up to the date of this report[46](index=46&type=chunk) [Other Information](index=11&type=section&id=Other%20Information) This section provides additional disclosures regarding directors' and substantial shareholders' interests, securities transactions, share option schemes, corporate governance, and interim results review [Directors' and Chief Executive's Interests and Short Positions in Shares and Underlying Shares](index=11&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares) As of June 30, 2025, the company's directors and chief executive held long positions in ordinary shares, with Chairman Mr. Zheng Dunni being the largest shareholder Directors' and Chief Executive's Long Positions in the Company's Ordinary Shares (June 30, 2025) | Director | Capacity/Nature of Interest | Total Number of Ordinary Shares Held | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Zheng Dunni | Beneficial owner and interest in controlled corporation | 1,316,110,000 | 44.25% | | Chan Ka Lee | Beneficial owner | 11,000,000 | 0.37% | | Li Changming | Beneficial owner and spouse's interest | 93,050,000 | 3.13% | | Fung Kim Wan | Beneficial owner | 99,040,000 | 3.33% | | Sham Pui Kee | Beneficial owner | 10,000,000 | 0.34% | [Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares](index=12&type=section&id=Substantial%20Shareholders'%20and%20Other%20Persons'%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares) As of June 30, 2025, besides directors, Goldsilk Capital Limited, Mr. Ko Ching Fai, and his spouse Ms. Wong Lai Ling were substantial shareholders holding 5% or more of the company's shares Substantial Shareholders' Long Positions in the Company's Ordinary Shares (June 30, 2025) | Shareholder | Capacity/Nature of Interest | Total Number of Ordinary Shares Held | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Zheng Dunni | Beneficial owner and interest in controlled corporation | 1,316,110,000 | 44.25% | | Goldsilk Capital Limited | Beneficial owner | 1,136,790,000 | 38.22% | | Ko Ching Fai | Beneficial owner and jointly interested with other persons | 470,000,000 | 15.80% | | Wong Lai Ling | Jointly interested with other persons and spouse's interest | 470,000,000 | 15.80% | [Purchase, Sale or Redemption of the Company's Listed Securities](index=12&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 its listed securities during the period - During the period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[51](index=51&type=chunk) [Share Option Scheme](index=13&type=section&id=Share%20Option%20Scheme) The company adopted a new share option scheme in 2023 to incentivize participants, with no options granted, exercised, cancelled, or lapsed during the period - The Company adopted a new share option scheme ("2023 Scheme") on June 23, 2023, with a **10-year** validity period[53](index=53&type=chunk) - During the period and the corresponding period, no share options were granted, exercised, cancelled, or lapsed under the 2021 Scheme and 2023 Scheme, and there were no outstanding share options[53](index=53&type=chunk) - As of June 30, 2025, the number of share options available for grant under the scheme mandate limit of the 2023 Scheme was **297,422,523**[53](index=53&type=chunk) [Corporate Governance Practices](index=13&type=section&id=Corporate%20Governance%20Practices) The company complied with corporate governance code during the period, with deviations regarding the Chairman/CEO role and independent non-executive directors' tenure, the latter now rectified - The roles of Chairman and Chief Executive Officer are held concurrently by Mr. Zheng Dunni, which the Board believes provides strong and consistent leadership to the Group[55](index=55&type=chunk) - From December 15, 2023, to June 19, 2025, all independent non-executive directors served for over nine years, but compliance with the Corporate Governance Code was restored upon Ms. Ma Yanfen's appointment on June 20, 2025[55](index=55&type=chunk) [Review of Interim Results](index=14&type=section&id=Review%20of%20Interim%20Results) The company's audit committee reviewed the Group's accounting policies, internal controls, financial reporting, and the interim results announcement and report - The Audit Committee, comprising three independent non-executive directors, reviewed the Group's accounting policies, practices, internal controls, and financial reporting matters[57](index=57&type=chunk) [Condensed Consolidated Statement of Profit or Loss](index=15&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) For the six months ended June 30, 2025, the Group reported a loss for the period of HK$12,750 thousand, a significant reduction from HK$26,681 thousand in the prior year Condensed Consolidated Statement of Profit or Loss Summary | Metric | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Revenue | 148,229 | 150,324 | | Gross Profit | 140,667 | 140,502 | | Other Income and Gains | 35,724 | 25,009 | | Loss Before Income Tax Expense | (7,363) | (23,109) | | Loss for the Period | (12,750) | (26,681) | | Loss for the Period Attributable to Owners of the Company | (13,322) | (28,372) | | Basic and Diluted Loss Per Share | (0.45) HK cents | (0.95) HK cents | [Condensed Consolidated Statement of Comprehensive Income](index=16&type=section&id=Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) For the six months ended June 30, 2025, the Group achieved a total comprehensive income of HK$45,829 thousand, a significant improvement from a loss of HK$82,275 thousand in the prior year Condensed Consolidated Statement of Comprehensive Income Summary | Metric | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Loss for the Period | (12,750) | (26,681) | | Exchange differences arising from translation of overseas operations | 57,612 | (54,628) | | Other comprehensive income for the period, net of tax | 58,579 | (55,594) | | Total comprehensive income for the period | 45,829 | (82,275) | | Total comprehensive income for the period attributable to owners of the Company | 45,405 | (83,537) | [Condensed Consolidated Statement of Financial Position](index=17&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's total assets slightly increased, net current assets significantly improved, total liabilities slightly decreased, and both net assets and total equity grew Condensed Consolidated Statement of Financial Position Summary | Metric | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Total Non-current Assets | 3,156,927 | 3,141,257 | | Total Current Assets | 1,283,537 | 1,274,704 | | Total Current Liabilities | 1,022,345 | 1,162,630 | | Net Current Assets | 261,192 | 112,074 | | Total Non-current Liabilities | 1,072,876 | 934,370 | | Net Assets | 2,345,243 | 2,318,961 | | Total Equity | 2,345,243 | 2,318,961 | [Condensed Consolidated Statement of Changes in Equity](index=19&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2025, total equity attributable to owners of the Company increased to HK$2,334,862 thousand, driven by positive comprehensive income despite dividends and subsidiary acquisition Condensed Consolidated Statement of Changes in Equity Summary | Metric | June 30, 2025 (HK$'000) | Jan 1, 2025 (HK$'000) | | :--- | :--- | :--- | | Total Equity Attributable to Owners of the Company | 2,334,862 | 2,313,016 | | Total comprehensive income for the period | 45,405 | - | | Acquisition of further interest in a subsidiary | (8,688) | - | | Dividends declared | (14,871) | - | [Condensed Consolidated Statement of Cash Flows](index=21&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash from operating activities decreased, net cash from investing activities turned positive, and net cash outflow from financing activities significantly reduced Condensed Consolidated Statement of Cash Flows Summary | Metric | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Net Cash From Operating Activities | 33,441 | 75,687 | | Net Cash From Investing Activities | 342 | (23,910) | | Net Cash From Financing Activities | (39,021) | (127,626) | | Net Decrease in Cash and Cash Equivalents | (5,238) | (75,849) | | Cash and Cash Equivalents at End of Period | 65,838 | 55,801 | [Notes to the Condensed Consolidated Interim Financial Statements](index=23&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Interim%20Financial%20Statements) This section provides detailed explanatory notes to the condensed consolidated interim financial statements, covering general information, accounting policies, segment data, and specific financial instrument disclosures [1. General Information](index=23&type=section&id=1.%20General%20Information) This note outlines New Frontier Group Limited's registration, listing status, ultimate controlling party, and principal business activities across brand promotion, retail, and financial services - The Company was incorporated in Bermuda on November 24, 1993, and its shares have been listed on the Main Board of the Hong Kong Stock Exchange since March 1, 1995[75](index=75&type=chunk) - The ultimate controlling party is Mr. Zheng Dunni, the Chairman and Director of the Company[75](index=75&type=chunk) - The Group's principal activities include brand promotion (SKINS, healthcare products, Japanese sake), retail (outlet malls, property investment), and financial services[78](index=78&type=chunk) [2. Basis of Preparation](index=23&type=section&id=2.%20Basis%20of%20Preparation) The condensed consolidated interim financial statements are prepared in accordance with HKAS 34 and Listing Rules, using consistent accounting policies with the 2024 annual financial statements, presented in HKD - The condensed consolidated interim financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[76](index=76&type=chunk) - The statements are presented in Hong Kong dollars and should be read in conjunction with the 2024 annual financial statements[77](index=77&type=chunk) [3. Changes in Accounting Policies](index=24&type=section&id=3.%20Changes%20in%20Accounting%20Policies) The Group adopted HKFRS amendments effective January 1, 2025, with no material impact on current or prior period financial performance, and no significant impact expected from new standards yet to be effective - The Group adopted amendments to HKAS 21 and HKFRS 1 "Lack of Exchangeability," but with no material impact[80](index=80&type=chunk) - The Directors expect that the adoption of new and revised HKFRSs that have been issued but are not yet effective will not have any material impact on the condensed consolidated interim financial statements[81](index=81&type=chunk) [4. Segment Information](index=25&type=section&id=4.%20Segment%20Information) This note details the Group's operating segments (brand promotion, retail, financial services), including revenue, results, assets, and liabilities, with revenue data further disaggregated by geographical markets and product/service lines H1 2025 Segment Revenue and Results | Segment | Revenue from External Customers (HK$'000) | Reportable Segment (Loss)/Profit (HK$'000) | | :--- | :--- | :--- | | Brand Promotion | 20,166 | (2,503) | | Retail | 119,793 | 11,317 | | Financial Services | 8,270 | (1,863) | | Consolidated Total | 148,229 | 6,951 (Segment Total) | H1 2025 Revenue from Contracts with Customers by Major Geographical Markets | Region | Brand Promotion (HK$'000) | Retail (HK$'000) | Financial Services (HK$'000) | Consolidated (HK$'000) | | :--- | :--- | :--- | :--- | :--- | | China | 495 | 94,825 | – | 95,320 | | Hong Kong | 9,845 | – | 2,674 | 12,519 | | USA | 1,806 | – | – | 1,806 | | Other Asian Countries | 2,740 | – | – | 2,740 | | Others | 5,280 | – | – | 5,280 | Segment Assets and Liabilities as of June 30, 2025 | Segment | Total Assets (HK$'000) | Total Liabilities (HK$'000) | | :--- | :--- | :--- | | Brand Promotion | 243,511 | 43,008 | | Retail | 2,977,017 | 452,212 | | Financial Services | 324,243 | 25,731 | | Total Reportable Segments | 3,544,771 | 520,951 | [5. Other Income and Gains](index=32&type=section&id=5.%20Other%20Income%20and%20Gains) Total other income and gains for the period amounted to HK$35,724 thousand, a significant increase year-on-year, mainly due to tax provision reversals, outlet mall reimbursement income, and government grants Details of Other Income and Gains | Item | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Tax provision reversed | 19,249 | – | | Operating outlet mall reimbursement income | 8,059 | 7,531 | | Government grants | 4,130 | 11,810 | | Interest income | 1,758 | 2,326 | | Foreign exchange gain | – | 1,331 | | Total | 35,724 | 25,009 | [6. Finance Costs](index=32&type=section&id=6.%20Finance%20Costs) Total finance costs for the period were HK$39,687 thousand, a decrease from the prior year, primarily due to reduced interest expenses on bank loans Details of Finance Costs | Item | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Interest expense on bank loans | 32,222 | 41,546 | | Interest expense on lease liabilities | 6,098 | 6,323 | | Interest expense on amounts due to directors | 1,367 | 1,076 | | Total | 39,687 | 48,945 | [7. Loss Before Income Tax Expense](index=33&type=section&id=7.%20Loss%20Before%20Income%20Tax%20Expense) Loss before income tax expense for the period significantly narrowed to HK$7,363 thousand from HK$23,109 thousand in the prior year, influenced by increased other income and reduced finance costs Key Items Affecting Loss Before Income Tax Expense | Item | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 33,454 | 38,421 | | Employee costs (excluding directors' emoluments) | 27,149 | 29,272 | | Foreign exchange loss/(gain) | 2,223 | (1,331) | | Fair value loss on financial assets at FVTPL | 2,518 | 571 | | Operating outlet mall reimbursement income | (8,059) | (7,531) | [8. Income Tax Expense](index=34&type=section&id=8.%20Income%20Tax%20Expense) Income tax expense for the period increased by 50.8% to HK$5,387 thousand, comprising Hong Kong profits tax, China corporate income tax, and deferred tax, with potential immaterial tax penalties in China Details of Income Tax Expense | Item | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Hong Kong profits tax | 82 | 216 | | China corporate income tax | 4,471 | 2,721 | | Overseas tax | (30) | 18 | | Deferred tax | 864 | 617 | | Total | 5,387 | 3,572 | - The China property investment business faces potential tax penalties for overdue tax filings, but management considers the amount immaterial and covered by vendor indemnity[108](index=108&type=chunk) [9. Dividends](index=36&type=section&id=9.%20Dividends) The Board resolved not to declare an interim dividend for the period, while the 2024 final dividend was approved and will be paid in September 2025 - For the six months ended June 30, 2025, and 2024, the Board resolved not to declare any interim dividend to shareholders[111](index=111&type=chunk) - The 2024 final dividend of **HK$0.005** per ordinary share, totaling approximately **HK$14,871,000**, was approved and will be paid in September 2025[111](index=111&type=chunk) [10. Loss Per Share](index=36&type=section&id=10.%20Loss%20Per%20Share) For the six months ended June 30, 2025, basic and diluted loss per share attributable to owners of the Company was **HK0.45 cents**, a significant reduction from **HK0.95 cents** in the prior year Loss Per Share Overview | Metric | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Loss for the period attributable to owners of the Company (HK$'000) | (13,322) | (28,372) | | Weighted average number of ordinary shares (thousands) | 2,974,225 | 2,974,225 | | Basic and diluted loss per share (HK cents) | (0.45) | (0.95) | - There were no potentially dilutive ordinary shares during the period, thus diluted loss per share was the same as basic loss per share[114](index=114&type=chunk) [11. Property, Plant and Equipment/Investment Properties/Right-of-Use Assets](index=37&type=section&id=11.%20Property%2C%20Plant%20and%20Equipment%2FInvestment%20Properties%2FRight-of-Use%20Assets) Property, plant, and equipment acquisitions increased, with some assets written off; various properties, investment properties, and right-of-use assets in Hong Kong and China are pledged for bank financing Property, Plant and Equipment Acquisitions and Write-offs | Item | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Acquisition cost | 3,059 | 591 | | Write-offs | 5 | 29 | - As of June 30, 2025, property, plant and equipment with a carrying value of approximately **HK$1,730,436 thousand** were pledged to banks[117](index=117&type=chunk) - Investment properties (including those held for sale) with a carrying value of approximately **HK$1,226,938 thousand** and right-of-use assets of approximately **HK$406,367 thousand** were also pledged to banks[118](index=118&type=chunk)[119](index=119&type=chunk) [12. Inventories](index=37&type=section&id=12.%20Inventories) For the six months ended June 30, 2025, the Group recognized a net provision for inventory write-downs of HK$170 thousand, a decrease from the prior year Net Provision for Inventory Write-downs | Item | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Net provision for inventory write-downs | 170 | 394 | [13. Trade and Other Receivables](index=38&type=section&id=13.%20Trade%20and%20Other%20Receivables) As of June 30, 2025, total trade and other receivables were HK$132,343 thousand, a slight increase from year-end 2024, with a reduction in loss allowance for trade receivables Trade and Other Receivables Overview | Item | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Gross carrying amount of trade receivables | 27,751 | 31,424 | | Loss allowance for trade receivables | (5,179) | (5,611) | | Gross carrying amount of prepayments, deposits and other receivables | 119,217 | 110,677 | | Total trade and other receivables | 132,343 | 127,231 | Ageing Analysis of Trade Receivables (net of loss allowance) | Ageing | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | | :--- | :--- | :--- | | 0 to 30 days | 11,819 | 15,218 | | 31 to 60 days | 1,986 | 1,045 | | 61 to 90 days | 586 | 631 | | Over 90 days | 8,181 | 8,919 | | Total | 22,572 | 25,813 | [14. Advances to Margin Financing Clients](index=39&type=section&id=14.%20Advances%20to%20Margin%20Financing%20Clients) As of June 30, 2025, total advances to margin financing clients slightly decreased to HK$123,657 thousand, collateralized by listed equity securities, with no loss allowance recognized Advances to Margin Financing Clients | Item | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Directors and their associates | 26,793 | 26,033 | | Other margin clients | 96,864 | 100,577 | | Total | 123,657 | 126,610 | - Advances are collateralized by listed equity securities, with average annual interest rates ranging from HKD Prime Rate to Prime Rate plus **3%**, repayable on demand[125](index=125&type=chunk) - Given sufficient collateral and no significant default events, no loss allowance was recognized for the current and prior years[126](index=126&type=chunk) [15. Loans Receivable](index=40&type=section&id=15.%20Loans%20Receivable) As of June 30, 2025, total loans receivable increased to HK$50,360 thousand, collateralized by property mortgages and listed equity securities, with classification and provisions based on credit risk stages Loans Receivable Overview | Item | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Gross carrying amount of secured loans receivable | 55,016 | 51,187 | | Less: Loss allowance | (4,656) | (5,453) | | Net carrying amount | 50,360 | 45,734 | - Loans receivable are collateralized by borrowers' property mortgages and Hong Kong listed equity securities, with annual interest rates ranging from **5%** to **18%**[128](index=128&type=chunk) - Approximately **HK$12,425 thousand** of loans are classified as Stage 1 (limited credit risk), and approximately **HK$42,561 thousand** as Stage 3 (credit-impaired), with a loss allowance reversal of **HK$797 thousand** recognized during the period[128](index=128&type=chunk)[129](index=129&type=chunk) [16. Financial Assets at Fair Value Through Profit or Loss](index=40&type=section&id=16.%20Financial%20Assets%20at%20Fair%20Value%20Through%20Profit%20or%20Loss) As of June 30, 2025, total financial assets at fair value through profit or loss were HK$80,304 thousand, primarily comprising Hong Kong listed equity securities, China listed investments, and unlisted investments, with a fair value loss of HK$2,518 thousand recognized Financial Assets at Fair Value Through Profit or Loss | Item | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Hong Kong listed equity securities | 10,184 | 12,602 | | China listed investments | 1,113 | – | | Unlisted investments | 69,007 | 69,107 | | Total | 80,304 | 81,709 | - Fair value loss on financial assets at fair value through profit or loss for the period was **HK$2,518 thousand**, an increase from **HK$571 thousand** in the prior year[131](index=131&type=chunk) [17. Assets Classified as Held for Sale](index=41&type=section&id=17.%20Assets%20Classified%20as%20Held%20for%20Sale) As of June 30, 2025, the Group held investment properties classified as held for sale totaling HK$735,414 thousand, including properties in Hong Kong and Beijing, actively marketed at reduced prices, but not yet sold Assets Classified as Held for Sale | Item | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Hong Kong investment properties | 231,000 | 231,000 | | Beijing investment properties | 504,414 | 489,866 | | Total | 735,414 | 720,866 | - The Group has committed to a plan to sell investment properties located in Hong Kong and Beijing, actively marketing them at reduced prices, but the sale has not yet been completed[133](index=133&type=chunk) [18. Trade and Other Payables](index=42&type=section&id=18.%20Trade%20and%20Other%20Payables) As of June 30, 2025, total trade and other payables were HK$349,199 thousand, largely consistent with year-end 2024, with most trade payables outside the financial services segment due within 30 days Trade and Other Payables Overview | Item | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Total trade payables | 192,544 | 192,643 | | Accruals, receipts in advance, temporary receipts and other payables | 156,655 | 156,816 | | Total | 349,199 | 349,459 | Ageing Analysis of Trade Payables (excluding financial services segment) | Ageing | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | | :--- | :--- | :--- | | 0 to 30 days | 135,715 | 136,600 | | 31 to 60 days | 24,847 | 31,792 | | 61 to 90 days | 7,591 | 3,310 | | Over 90 days | 463 | 717 | | Total | 168,616 | 172,419 | [19. Lease Liabilities](index=43&type=section&id=19.%20Lease%20Liabilities) For the six months ended June 30, 2025, total cash outflow for leases was HK$4,529 thousand, including principal and interest payments on lease liabilities and short-term lease payments Lease-Related Cash Outflows and Interest Expenses | Item | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Total cash outflow for leases | 4,529 | 6,631 | | Principal and interest payments on lease liabilities | 3,882 | 5,306 | | Short-term lease payments | 647 | 1,325 | | Interest expense on lease liabilities | 6,098 | 6,323 | [20. Bank Loans](index=43&type=section&id=20.%20Bank%20Loans) As of June 30, 2025, total bank loans were HK$1,151,202 thousand, with a floating annual interest rate ranging from 1.79% to 6.81% and a weighted average of 3.47% Bank Loans Overview | Item | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Current portion (repayable within one year) | 570,721 | 704,534 | | Non-current portion (repayable after one year) | 580,481 | 435,870 | | Total bank loans | 1,151,202 | 1,140,404 | - The annual interest rate for floating rate bank loans ranged from approximately **1.79% to 6.81%** (H1 2024: 1.92% to 7.83%)[138](index=138&type=chunk) - The effective weighted average annual interest rate for the period was approximately **3.47%** (H1 2024: 6.21%)[138](index=138&type=chunk) [21. Share Capital](index=44&type=section&id=21.%20Share%20Capital) As of June 30, 2025, the company's authorized share capital was HK$2,000,000 thousand, with issued and fully paid share capital of HK$297,422 thousand, at a par value of HK$0.10 per share Share Capital Overview | Item | Number of Shares (thousands) | Par Value (HK$'000) | | :--- | :--- | :--- | | Authorized share capital (par value HK$0.10 per share) | 20,000,000 | 2,000,000 | | Issued and fully paid share capital (par value HK$0.10 per share) | 2,974,225 | 297,422 | [22. Capital Commitments](index=44&type=section&id=22.%20Capital%20Commitments) As of June 30, 2025, the Group's significant contractual capital commitment was primarily for the construction cost of the Shenyang Outlet mall building in China, amounting to HK$6,105 thousand Details of Capital Commitments | Item | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Construction cost of Shenyang Outlet mall building | 6,105 | 8,113 | [23. Related Party Disclosures](index=45&type=section&id=23.%20Related%20Party%20Disclosures) This note discloses transactions between the Group and Chairman Mr. Zheng Dunni, Director Mr. Li Changming, other related parties, and key management personnel compensation Transactions with Mr. Zheng Dunni and his associates | Item | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Commission income from securities brokerage | 11 | 9 | | Interest income from margin financing | 599 | 323 | | Total amount granted for margin financing arrangements | 17,000 | 17,000 | | Maximum outstanding balance of margin loans granted | 14,730 | 16,596 | Transactions with Mr. Li Changming | Item | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Interest income from margin financing | 503 | 473 | | Total amount granted for margin financing arrangements | 15,000 | 15,000 | | Maximum outstanding balance of margin loans granted | 12,063 | 11,285 | Key Management Personnel Compensation | Item | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Salaries, benefits and other expenses | 9,993 | 6,072 | | Contributions to defined contribution retirement plans | 110 | 102 | | Total | 10,103 | 6,174 | [24. Contingent Assets and Liabilities](index=46&type=section&id=24.%20Contingent%20Assets%20and%20Liabilities) Except for potential tax penalties disclosed in Note 8, the Group had no other material contingent assets or liabilities requiring recognition or disclosure as of June 30, 2025, and December 31, 2024 - Except for potential tax penalties, the Group had no other material contingent assets or liabilities at the end of the reporting period[148](index=148&type=chunk) [25. Financial Instruments](index=47&type=section&id=25.%20Financial%20Instruments) This note details the Group's financial instruments by category, carrying value, and fair value, classified by fair value hierarchy, including sensitivity analysis for unlisted investments using unobservable inputs Overview of Financial Assets and Liabilities (June 30, 2025) | Item | Carrying Value (HK$'000) | Fair Value (HK$'000) | | :--- | :--- | :--- | | **Financial Assets:** | | | | At fair value through profit or loss | 80,304 | 80,304 | | At amortized cost | 416,833 | (Note) | | **Financial Liabilities:** | | | | At amortized cost | 1,566,474 | (Note) | | Lease liabilities | 171,761 | (Note) | Analysis of Financial Instruments Measured at Fair Value (June 30, 2025) | Level | Financial Instruments (HK$'000) | | :--- | :--- | | Level 1 | 11,297 | | Level 3 | 69,007 | - Fair value measurement of unlisted investments used significant unobservable inputs such as risk-free rates and illiquidity discounts; a **5%** increase in default probability would result in an approximate **HK$3,450 thousand** decrease in investment fair value[157](index=157&type=chunk) [26. Approval of Condensed Consolidated Interim Financial Statements](index=49&type=section&id=26.%20Approval%20of%20Condensed%20Consolidated%20Interim%20Financial%20Statements) The condensed consolidated interim financial statements were approved and authorized for issue by the Board of Directors on August 29, 2025 - The condensed consolidated interim financial statements were approved and authorized for issue by the Board of Directors on August 29, 2025[159](index=159&type=chunk)
智通港股投资日志|9月8日





智通财经网· 2025-09-07 16:01
Group 1 - The article provides a list of Hong Kong listed companies along with their upcoming shareholder meeting dates and earnings announcement dates [1][2][3] - Companies mentioned include Jiangnan Buyi, Zhongguancun Technology Leasing, Huatai Ruilin, and many others, indicating a diverse range of sectors represented [3][4] - Dividend distribution dates are highlighted for several companies, such as Beijing Waterworks Group and Evergrande Group, which may attract investor interest [3][4] Group 2 - The document outlines specific companies that will have their earnings announced or shareholder meetings scheduled, which is crucial for investors tracking performance [3][4] - The inclusion of dividend payment dates for companies like NetEase and Hong Kong Electric indicates potential income opportunities for shareholders [3][4] - The information serves as a resource for investors to plan their investment strategies based on upcoming corporate events [1][2][3]

柯清辉减持新沣集团3000万股 每股作价1.2港元
Zhi Tong Cai Jing· 2025-09-02 08:05
Group 1 - The core point of the article is that Ke Qinghui has reduced his stake in New Fortune Group (01223) by selling 30 million shares at a price of HKD 1.2 per share, totaling HKD 36 million [1] - After the sale, Ke Qinghui's remaining shareholding is 394 million shares, which represents a 13.25% ownership in the company [1] - The transaction also involves other related parties, specifically Huang Lining [1]
柯清辉减持新沣集团(01223)3000万股 每股作价1.2港元
智通财经网· 2025-09-02 08:00
Core Viewpoint - On August 29, Ke Qinghui reduced his stake in New Fortune Group (01223) by selling 30 million shares at a price of HKD 1.2 per share, totaling HKD 36 million, resulting in a new holding of 394 million shares, representing 13.25% of the company [1] Summary by Category - **Shareholding Changes** - Ke Qinghui sold 30 million shares of New Fortune Group [1] - The sale price was HKD 1.2 per share, amounting to HKD 36 million [1] - After the transaction, Ke Qinghui's remaining shares are 394 million, which is 13.25% of the total shares [1] - **Related Parties** - The transaction involved other related parties, including Huang Lining [1]
新沣集团(01223) - 截至二零二五年八月三十一日止月份之股份发行人的证券变动月报表
2025-09-01 09:59
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: 新灃集團有限公司(於百慕達註冊成立的有限公司) 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) | 01223 | 說明 | 新灃集團有限公司 | | | | | | | | | 法定/註冊股份數目 | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 20,000,000,000 HKD | | 0.1 | HKD | | 2,000,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 20,000,000,000 HKD | | 0.1 | HKD | | 2,000,000,000 | ...
新沣集团(01223.HK)中期收入减少约1.4%至约1.48亿港元
Ge Long Hui· 2025-08-29 14:35
Group 1 - The overall revenue of the company decreased by approximately 1.4% to about 148.2 million HKD compared to approximately 150.3 million HKD in the corresponding period [1] - The company's EBITDA increased from approximately 72.3 million HKD in the corresponding period to about 73.9 million HKD during the current period [1] - The company recorded an unaudited consolidated loss of approximately 12.8 million HKD, an improvement from an unaudited consolidated loss of approximately 26.7 million HKD in the corresponding period [1]
新沣集团(01223)公布中期业绩 公司拥有人应占亏损1332.2万港元 同比收窄53%
Xin Lang Cai Jing· 2025-08-29 13:57
Core Viewpoint - New Fung Group (01223) reported a mid-year performance for 2025, showing a revenue of approximately HKD 148 million, a year-on-year decrease of 1.39% [1] - The company recorded a loss attributable to shareholders of HKD 13.322 million, which represents a 53% reduction compared to the previous year [1] - The loss per share was HKD 0.045 [1] Summary by Relevant Categories Financial Performance - Revenue for the period was approximately HKD 148 million, reflecting a decrease of 1.39% year-on-year [1] - Loss attributable to shareholders was HKD 13.322 million, which is a 53% improvement from the previous year [1] - Loss per share stood at HKD 0.045 [1] Contributing Factors - The reduction in loss was primarily due to an increase in other income and gains [1] - A decrease in the Hong Kong Interbank Offered Rate (HIBOR) led to a reduction in financing costs [1]