Group 1 - TATA Health (01255) announced the appointment of Mr. Tan Kaiguo as an independent non-executive director and chairman of the audit committee, effective from September 30, 2025 [1]

Group 1 - TATA Health (01255.HK) announced the appointment of Tan Kaiguo as an independent non-executive director, effective from September 30, 2025 [1] - Following the appointment of Tan Kaiguo as the chairman of the audit committee, Huang Lin will no longer serve as the chairman and member of the audit committee [1] - After the changes take effect, the audit committee will include Tan Kaiguo, Li Liang, and Du Jianfeng [1]

（於開曼群島註冊成立的有限公司） （股份代號：1255） 董事名單與其角色和職能 TATA健康國際控股有限公司董事（「董事」）會（「董事會」）成員載列如下： 非執行董事 朱俊豪先生 張鳴琪先生 陳琦先生 獨立非執行董事 黃琳女士 李亮先生 杜建峰先生 譚開國先生 TATA Health International Holdings Limited TATA 健 康 國 際 控 股 有 限 公 司 黃琳女士（主席） 李亮先生 杜建峰先生 香港，二零二五年九月三十日 董事會設立3個委員會。各董事會成員在這些委員會中所擔任的職位載列如下： 審核委員會 提名委員會 譚開國先生（主席） 李亮先生 杜建峰先生 薪酬委員會 黃琳女士（主席） 李亮先生 杜建峰先生 ...

董事會宣佈，譚開國先生已獲委任為獨立非執行董事及審核委員會主席，自二零 二五年九月三十日起生效。 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何 部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 TATA Health International Holdings Limited TATA 健 康 國 際 控 股 有 限 公 司 （於開曼群島註冊成立的有限公司） （股份代號：1255） (1)委任獨立非執行董事； (2)審核委員會組成之變更； 及 (3)符合上市規則第3.10(2)條及審核委員會職權範圍 (1) 委任獨立非執行董事 TATA健康國際控股有限公司（「本公司」，連同其附屬公司統稱「本集團」）董事 （「董事」）會（「董事會」）欣然宣佈，譚開國先生（「譚先生」）已獲委任為獨立非執 行董事，自二零二五年九月三十日起生效。 譚先生的履歷詳情載列如下： 譚先生，52歲，在審計及金融管理領域擁有豐富經驗。譚先生曾於二零零零年 六月至二零零一年六月任職於立信會計師事務所（特殊普通合夥）。彼其後於二 零 ...

Core Insights - TATA Health (01255.HK) reported a revenue of HKD 124 million for the fiscal year ending December 31, 2024, representing a 40% year-on-year decline [1] - The company recorded a loss attributable to shareholders of HKD 68.34 million, which is an increase of 111.6% compared to the previous year [1] - Basic loss per share was HKD 0.28 [1] Revenue Analysis - The decline in revenue is primarily attributed to a decrease in the footwear business [1] - The challenging economic environment has led to weakened consumer sentiment, significantly impacting the retail sector in Hong Kong [1]

Core Viewpoint - TATA Health (01255.HK) reported a significant decline in revenue for the six months ending June 30, 2025, primarily due to a decrease in footwear sales amid challenging retail conditions in Hong Kong [1] Financial Performance - Revenue for the period was HKD 42.118 million, representing a year-on-year decrease of 41.8% [1] - The company reported a profit attributable to owners of HKD 20.596 million, a turnaround from a loss of HKD 5.13 million in the same period last year [1] - Basic earnings per share were HKD 0.08 [1] Business Segment Analysis - The decline in revenue was mainly attributed to reduced sales in the footwear segment [1] - Consumer sentiment has been weak, and ongoing economic uncertainty has created a challenging environment for the retail sector in Hong Kong [1]

Core Insights - TATA Health (01255) reported a revenue of HKD 42.118 million for the six months ending June 30, 2025, representing a year-on-year decline of 41.8% [1] - The company recorded a profit attributable to shareholders of HKD 20.596 million, compared to a loss of HKD 5.13 million in the same period last year [1] - Basic earnings per share were HKD 0.08 [1] Revenue Analysis - The decline in revenue was primarily attributed to a decrease in footwear business income [1] - The challenging environment for retail in Hong Kong was influenced by weak consumer sentiment and ongoing economic uncertainty [1]

Core Insights - TATA Health (01255) reported a revenue of HKD 42.118 million for the six months ending June 30, 2025, representing a year-on-year decline of 41.8% [1] - The company achieved a profit attributable to shareholders of HKD 20.596 million, compared to a loss of HKD 5.13 million in the same period last year [1] - Basic earnings per share were HKD 0.08 [1] Revenue Analysis - The decline in revenue was primarily attributed to a decrease in footwear business income [1] - The challenging environment for retail in Hong Kong was influenced by weak consumer sentiment and ongoing economic uncertainty [1]

Group 1 - TATA Health (01255) reported an annual performance for the year ending December 31, 2024, with revenue of HKD 124 million, a decrease of 40% year-on-year [1] - The company recorded a loss attributable to shareholders of HKD 68.338 million, which represents a year-on-year increase of 111.6% [1] - Basic loss per share was HKD 0.28 [1] Group 2 - The decline in revenue compared to the fiscal year 2023 was primarily due to a decrease in footwear business revenue [1] - The reduction in footwear business earnings was mainly attributed to ongoing economic uncertainty, which has weakened consumer sentiment, creating a challenging environment for the retail sector in Hong Kong [1]

[Financial Summary](index=1&type=section&id=Financial%20Summary) The company turned a loss of HK$5,130 thousand into a profit of HK$20,596 thousand, primarily due to improved gross margin and a one-off gain from subsidiary disposal, despite a 41.8% revenue decrease | Metric | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 42,118 | 72,309 | -41.8% | | Gross Profit | 34,833 | 55,397 | -37.2% | | Profit/(Loss) Before Tax | 20,596 | (5,130) | N/A (Turned to Profit) | | Profit/(Loss) Attributable to Owners of the Company | 20,596 | (5,130) | N/A (Turned to Profit) | | Gross Profit Margin | 82.7% | 76.6% | +6.1pp | | Profit/(Loss) Margin Attributable to Owners of the Company | 48.9% | (7.1%) | N/A (Turned to Profit) | | Earnings/(Loss) Per Share — Basic and Diluted | HK$0.08 | (HK$0.02) | N/A (Turned to Profit) | [Condensed Consolidated Financial Statements](index=2&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This section presents the unaudited condensed consolidated statement of profit or loss and other comprehensive income and statement of financial position for the six months ended June 30, 2025, with comparative data, reflecting the financial performance and position during the period [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 company achieved a net profit of HK$20,596 thousand, a significant improvement from a net loss of HK$5,130 thousand in the prior period, mainly due to a gain from disposal of subsidiaries, despite a 41.8% revenue decrease | Metric | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 42,118 | 72,309 | -41.8% | | Cost of Sales | (7,285) | (16,912) | -56.9% | | Gross Profit | 34,833 | 55,397 | -37.2% | | Other Income | 8,437 | 2,463 | +242.2% | | Other Gains and Losses | 34,675 | (5,539) | N/A (Turned from Loss to Profit) | | Selling and Distribution Costs | (18,714) | (24,838) | -24.7% | | Administrative Expenses | (37,303) | (31,389) | +18.8% | | Finance Costs | (1,332) | (1,224) | +8.8% | | Profit/(Loss) Before Tax | 20,596 | (5,130) | N/A (Turned from Loss to Profit) | | Profit/(Loss) for the Period | 20,596 | (5,130) | N/A (Turned from Loss to Profit) | | Total Comprehensive Income/(Expense) for the Period | 17,248 | (3,682) | N/A (Turned from Loss to Profit) | [Condensed Consolidated Statement of Financial Position](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, both non-current and current assets decreased, leading to a reduction in total assets, while net current liabilities improved, but the company remains in a net liability position with negative total equity | Metric | As of June 30, 2025 (HK$ thousand) | As of December 31, 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current Assets | 19,175 | 23,034 | -16.8% | | Current Assets | 103,594 | 112,154 | -7.6% | | Current Liabilities | 168,499 | 182,902 | -7.8% | | Net Current Liabilities | (64,905) | (70,748) | +8.3% (Decrease in Liabilities) | | Total Assets Less Current Liabilities | (45,730) | (47,714) | +4.2% (Decrease in Liabilities) | | Non-current Liabilities | 2,966 | 8,465 | -65.0% | | Net Liabilities | (48,696) | (56,179) | +13.3% (Decrease in Liabilities) | | Equity Attributable to Owners of the Company | (48,873) | (64,449) | +24.1% (Decrease in Negative Equity) | | Total Equity | (48,696) | (56,179) | +13.3% (Decrease in Negative Equity) | [Notes to the Condensed Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section details the basis of preparation, significant accounting policies, and specific circumstances and changes in financial items, including revenue, segment performance, other gains/losses, taxation, EPS, receivables/payables, and post-reporting events, providing crucial context for financial data [1. Basis of Preparation](index=6&type=section&id=1.%20Basis%20of%20Preparation) The consolidated financial statements are prepared in accordance with HKFRSs, disclosing the use of historical data for certain subsidiaries due to lost records after Mr. Yang Jun's retirement, the deconsolidation of Shang Ying Medical due to bankruptcy, and the company's significant going concern uncertainties mitigated by director's financial support - Due to the retirement of former executive director Mr. Yang Jun, certain books, records, and supporting documents of Shang Ying International Group and Shang Ying Retail Group were lost, leading the company to adopt the carrying amounts of assets and liabilities, performance, and cash flow data for the six months ended June 30, 2023, for consolidation purposes when preparing the financial statements[10](index=10&type=chunk)[11](index=11&type=chunk)[12](index=12&type=chunk) - The company has disposed of Shang Ying Capital Group, but its books and records were deemed insufficient for audit purposes, thus the company decided to adopt the carrying amounts of assets and liabilities, performance, and cash flow data for the six months ended June 30, 2024, for consolidation purposes when preparing the financial statements[12](index=12&type=chunk)[13](index=13&type=chunk) - Shang Ying Internet Medical (Shanghai) Co., Ltd. was deconsolidated as management lost control from May 6, 2024, following the acceptance of its bankruptcy liquidation application[14](index=14&type=chunk) - The company faces significant going concern uncertainties with current liabilities exceeding current assets by **HK$64,905 thousand** and total liabilities exceeding total assets by **HK$48,696 thousand**[15](index=15&type=chunk) - Non-executive Director Mr. Zhang Mingqi has agreed to provide financial support of up to **HK$50,000 thousand** to ensure sufficient working capital for the company over the next 12 months[15](index=15&type=chunk) - The company has disposed of Shang Ying International Group and Shang Ying Group, and related liabilities are not expected to result in cash outflows, which helps improve its going concern ability[15](index=15&type=chunk) [2. Significant Accounting Policies](index=9&type=section&id=2.%20Significant%20Accounting%20Policies) These condensed consolidated financial statements are prepared on a historical cost basis, with the first-time application of new and revised HKFRSs effective for annual periods beginning on or after January 1, 2025, which had no material impact on the Group's financial position or performance - The condensed consolidated financial statements are prepared on a historical cost basis[17](index=17&type=chunk) - New and revised Hong Kong Financial Reporting Standards, including amendments to HKAS 21 'Lack of Exchangeability', issued by the HKICPA and mandatory for annual periods beginning on or after January 1, 2025, were first applied[18](index=18&type=chunk) - The application of the revised HKFRSs had no material impact on the Group's current and prior period financial position, performance, and/or disclosures[18](index=18&type=chunk) [3. Revenue](index=10&type=section&id=3.%20Revenue) During the reporting period, all company revenue, totaling **HK$42,118 thousand**, was derived from footwear product sales, representing a significant 41.8% year-on-year decrease, with all revenue recognized at a point in time, primarily through retail channels | Revenue Source | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Sales of footwear products | 42,118 | 72,309 | -41.8% | | Sales of healthcare products | — | — | N/A | | Financial services | — | — | N/A | | Online medical services | — | — | N/A | | **Total Revenue** | **42,118** | **72,309** | **-41.8%** | | **Sales Channels** | | | | | Retail | 40,546 | 70,281 | -42.3% | | Wholesale | 1,572 | 2,028 | -22.4% | | Internet | — | — | N/A | | Corporate | — | — | N/A | | **Timing of Revenue Recognition** | | | | | At a point in time | 42,118 | 72,309 | -41.8% | | Over time | — | — | N/A | [4. Operating Segments](index=11&type=section&id=4.%20Operating%20Segments) The company primarily operates in footwear product trading, generating **HK$42,118 thousand** in revenue but incurring a segment loss of **HK$11,886 thousand**, while healthcare, financial services, and online medical services segments had no revenue and were stagnant, with revenue mainly from Hong Kong and Macau Segment Performance | Segment | Revenue for Six Months Ended June 30, 2025 (HK$ thousand) | Segment Results for Six Months Ended June 30, 2025 (HK$ thousand) | Revenue for Six Months Ended June 30, 2024 (HK$ thousand) | Segment Results for Six Months Ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Trading of footwear products | 42,118 | (11,886) | 72,309 | 2,428 | | Trading of healthcare products | — | — | — | — | | Financial services | — | — | — | — | | Online medical services | — | — | — | — | | **Total** | **42,118** | **(11,886)** | **72,309** | **2,428** | Geographical Revenue | Geographical Location | Revenue for Six Months Ended June 30, 2025 (HK$ thousand) | Revenue for Six Months Ended June 30, 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Hong Kong | 37,548 | 64,592 | -41.9% | | Macau | 4,570 | 7,717 | -40.8% | | **Total** | **42,118** | **72,309** | **-41.8%** | [5. Other Gains and Losses](index=12&type=section&id=5.%20Other%20Gains%20and%20Losses) Other gains and losses turned from a loss of **HK$5,539 thousand** in the prior period to a gain of **HK$34,675 thousand**, primarily due to a one-off gain of **HK$34,668 thousand** from the disposal of subsidiaries | Item | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Net exchange gain | 7 | 7 | | Loss on deconsolidation of a subsidiary | — | (5,554) | | Gain on disposal of subsidiaries | 34,668 | — | | Gain on disposal of property, plant and equipment | — | 8 | | **Total** | **34,675** | **(5,539)** | [6. Profit/(Loss) Before Tax](index=13&type=section&id=6.%20Profit%2F(Loss)%20Before%20Tax) The company achieved a profit before tax of **HK$20,596 thousand**, a significant improvement from a loss of **HK$5,130 thousand** in the prior period, mainly influenced by the gain on disposal of subsidiaries, with depreciation and staff costs being major expense items | Item | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 5,224 | 8,033 | | Staff costs (including directors' emoluments) | 27,558 | 21,608 | | Reversal of provision for inventories | (4,041) | (10,520) | | Cost of inventories recognized (including net reversal of provision) | 7,285 | 16,912 | [7. Taxation](index=13&type=section&id=7.%20Taxation) During the reporting period, no tax provision was made in Hong Kong, Macau, Australia, Taiwan, and Mainland China, primarily due to sufficient brought-forward tax losses offsetting current taxable profits or the absence of taxable profits from relevant operating entities - Hong Kong Profits Tax: No provision was made as brought-forward tax losses were sufficient to offset estimated current taxable profits[29](index=29&type=chunk) - Macau Complementary Tax: No provision was made as no taxable profits exceeding **MOP600,000** were generated[29](index=29&type=chunk) - Australia, Taiwan, and Mainland China: No income tax provision was made as relevant operating subsidiaries/branches had no taxable profits in both periods[29](index=29&type=chunk)[30](index=30&type=chunk) [8. Dividends](index=14&type=section&id=8.%20Dividends) During the reporting period, no dividends were paid, declared, or proposed, and the Board has decided not to pay an interim dividend - No dividends were paid, declared, or proposed during the reporting period, and the Board has decided not to pay a dividend for the interim period[31](index=31&type=chunk) [9. Earnings/(Loss) Per Share](index=14&type=section&id=9.%20Earnings%2F(Loss)%20Per%20Share) The company achieved basic and diluted earnings per share of **HK$0.08**, a turnaround from a loss of **HK$0.02** per share in the prior period, primarily based on a profit attributable to owners of the company of **HK$20,596 thousand** | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Profit/(Loss) for the period attributable to owners of the company | HK$20,596 thousand | (HK$5,130) thousand | | Weighted average number of ordinary shares | 242,845,000 shares | 242,845,000 shares | | Basic and diluted earnings/(loss) per share | HK$0.08 | (HK$0.02) | [10. Trade and Other Receivables](index=15&type=section&id=10.%20Trade%20and%20Other%20Receivables) As of June 30, 2025, total trade receivables were **HK$4,417 thousand**, a slight decrease from **HK$4,544 thousand** as of December 31, 2024, with most receivables due within 30 days and credit terms ranging from 30 to 90 days | Ageing | As of June 30, 2025 (HK$ thousand) | As of December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within 30 days | 3,296 | 4,122 | | 31 to 60 days | 765 | 337 | | 61 to 90 days | 352 | 85 | | Over 90 days | 4 | — | | **Total** | **4,417** | **4,544** | [11. Trade and Other Payables](index=15&type=section&id=11.%20Trade%20and%20Other%20Payables) As of June 30, 2025, total trade payables increased to **HK$5,281 thousand** from **HK$3,975 thousand** as of December 31, 2024, with an average credit period of 30 days | Ageing | As of June 30, 2025 (HK$ thousand) | As of December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within 30 days | 1,247 | 2,398 | | 31 to 60 days | 1,807 | 32 | | 61 to 90 days | 495 | — | | Over 90 days | 1,732 | 1,545 | | **Total** | **5,281** | **3,975** | [12. Events After the Reporting Period](index=16&type=section&id=12.%20Events%20After%20the%20Reporting%20Period) Subsequent to the reporting period, the company completed the disposals of Shang Ying Retail Group and Shang Ying Capital Group on September 11, 2025 - On September 11, 2025, the Group entered into a sale and purchase agreement with an independent third party for the disposal of its subsidiary, Shang Ying Retail Group, which has been completed[35](index=35&type=chunk) - On September 11, 2025, the Group entered into a sale and purchase agreement with an independent third party for the disposal of Shang Ying Capital Group, which has been completed[36](index=36&type=chunk) [Management Discussion and Analysis](index=17&type=section&id=Management%20Discussion%20and%20Analysis) This section reviews the business performance and financial condition for the reporting period, highlighting decreased footwear revenue and stagnant other businesses, outlining future focus on footwear product diversification and financial advisory, and disclosing liquidity, financial resources, foreign exchange risk, and human resources [Business Review and Future Development](index=17&type=section&id=Business%20Review%20and%20Future%20Development) During the reporting period, 100% of the company's revenue came from footwear business, which saw a 41.8% year-on-year decline due to weak consumer sentiment and economic uncertainty, while healthcare, financial services, and online medical services remained stagnant, with future plans to diversify footwear products, explore new brands and markets, and develop financial advisory services [Footwear Business](index=17&type=section&id=Footwear%20Business) Footwear business revenue was approximately **HK$42,100 thousand**, a year-on-year decrease of about **41.8%**, primarily due to weak consumer sentiment and ongoing economic uncertainty - Footwear business revenue for the reporting period was approximately **HK$42,100 thousand**, a decrease of about **41.8%** compared to the prior period[38](index=38&type=chunk) - The decrease in revenue was primarily due to weak consumer sentiment and ongoing economic uncertainty, creating a challenging environment for Hong Kong's retail sector[38](index=38&type=chunk) [Healthcare Business](index=17&type=section&id=Healthcare%20Business) During the reporting period, the healthcare business segment generated zero revenue, primarily due to business stagnation - Healthcare business segment revenue for the reporting period was **zero**, primarily due to business stagnation[39](index=39&type=chunk) [Financial Services](index=17&type=section&id=Financial%20Services) During the reporting period, DSG Group's financial services business generated zero revenue due to stagnation, and DSG Securities (Hong Kong) Limited applied to reduce its regulated activities - DSG Group's financial services business generated **zero** revenue, primarily due to business stagnation[40](index=40&type=chunk) - DSG Securities (Hong Kong) Limited applied for and received approval to reduce its Type 1 regulated activity (dealing in securities)[40](index=40&type=chunk) [Online Medical Services Business](index=18&type=section&id=Online%20Medical%20Services%20Business) During the reporting period, online medical services business revenue was zero due to business stagnation, and its primary operating entity, Shang Ying Medical, has entered bankruptcy proceedings - Online medical services business revenue for the reporting period was **zero**, primarily due to business stagnation[41](index=41&type=chunk) - Shang Ying Medical (an indirect non-wholly owned subsidiary of the company) has entered bankruptcy proceedings in China due to its inability to repay outstanding employee wages[41](index=41&type=chunk) [Outlook](index=18&type=section&id=Outlook) The company anticipates continued global economic instability and a contracting Hong Kong retail sector, with future focus on diversifying footwear products, exploring new brands and markets, and developing financial advisory services - The overall global economic environment remains unstable, and the Hong Kong retail sector is showing a general contraction trend[42](index=42&type=chunk) - Future efforts will focus on diversifying footwear products, exploring potential business collaborations, and introducing new brands with growth potential and high gross profit margins[42](index=42&type=chunk) - DSG Group will continue to focus on developing its financial advisory business and exploring new market opportunities, such as Singapore[42](index=42&type=chunk) [Financial Review](index=18&type=section&id=Financial%20Review) The financial review analyzes changes in key financial metrics, including revenue, cost of sales, gross profit, staff costs, depreciation, and finance costs, attributing the profit before tax primarily to a one-off gain from subsidiary disposal [Revenue](index=18&type=section&id=Revenue) Total revenue for the reporting period was approximately **HK$42,100 thousand**, a decrease of about **41.8%** compared to the prior period, mainly due to reduced footwear business revenue | Metric | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 42,100 | 72,300 | -41.8% | - The decrease in revenue was primarily due to reduced footwear business revenue[43](index=43&type=chunk) [Cost of Sales](index=19&type=section&id=Cost%20of%20Sales) Cost of sales was approximately **HK$7,300 thousand**, representing about **17.3%** of revenue, a significant decrease from **HK$16,900 thousand** (23.4% of revenue) in the prior period, mainly due to reduced footwear product revenue | Metric | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Cost of Sales | 7,300 | 16,900 | -56.8% | | Cost of Sales as % of Revenue | 17.3% | 23.4% | -6.1pp | - The decrease in cost of sales was primarily due to reduced footwear product revenue[48](index=48&type=chunk) [Gross Profit](index=19&type=section&id=Gross%20Profit) Gross profit was approximately **HK$34,800 thousand**, a year-on-year decrease of about **37.2%**, while the gross profit margin improved to approximately **82.7%**, up from **76.6%** in the prior period | Metric | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Gross Profit | 34,800 | 55,400 | -37.2% | | Gross Profit Margin | 82.7% | 76.6% | +6.1pp | [Staff Costs](index=20&type=section&id=Staff%20Costs) Staff costs were approximately **HK$27,600 thousand**, representing about **65.6%** of revenue, an increase from **HK$21,600 thousand** (29.9% of revenue) in the prior period, with a significant rise in its proportion to revenue | Metric | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Staff Costs | 27,600 | 21,600 | +27.8% | | Staff Costs as % of Revenue | 65.6% | 29.9% | +35.7pp | [Depreciation](index=20&type=section&id=Depreciation) Depreciation represented approximately **12.4%** of revenue, an increase from **11.1%** in the prior period | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Change (pp) | | :--- | :--- | :--- | :--- | | Depreciation as % of Revenue | 12.4% | 11.1% | +1.3pp | [Finance Costs](index=20&type=section&id=Finance%20Costs) Finance costs were approximately **HK$1,300 thousand**, a slight increase from **HK$1,200 thousand** in the prior period, primarily comprising interest expenses on lease liabilities | Metric | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Finance Costs | 1,300 | 1,200 | +8.3% | - Finance costs primarily comprise interest expenses arising from lease liabilities[52](index=52&type=chunk) [Profit/(Loss) Before Tax](index=20&type=section&id=Profit%2F(Loss)%20Before%20Tax) Profit before tax was approximately **HK$20,600 thousand**, a turnaround from a loss of **HK$5,100 thousand** in the prior period, primarily attributable to a one-off gain of approximately **HK$34,700 thousand** from the disposal of subsidiaries | Metric | Six Months Ended June 30, 2025 (HK$ thousand) | Six Months Ended June 30, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Profit/(Loss) Before Tax | 20,600 | (5,100) | - The turnaround to profit was primarily attributable to a one-off gain of approximately **HK$34,700 thousand** from the disposal of subsidiaries[53](index=53&type=chunk) [Liquidity and Financial Resources](index=20&type=section&id=Liquidity%20and%20Financial%20Resources) The company's working capital is primarily from internal cash flow, bank borrowings, and shareholder financial support, with a slight decrease in bank balances and cash, improved but still negative net current liabilities, and assets pledged for borrowings and financing [Bank Balances and Cash](index=20&type=section&id=Bank%20Balances%20and%20Cash) As of June 30, 2025, bank balances and cash were approximately **HK$23,000 thousand**, a decrease of about **2.6%** from December 31, 2024, mainly due to reduced footwear business sales | Metric | As of June 30, 2025 (HK$ thousand) | As of December 31, 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Bank Balances and Cash | 23,000 | 23,400 | -2.6% | - The decrease in bank balances and cash was primarily due to reduced sales in the footwear business[54](index=54&type=chunk) [Pledge of Assets](index=20&type=section&id=Pledge%20of%20Assets) As of June 30, 2025, investment properties, leasehold land, and buildings were pledged to secure borrowings and financing granted to the Group - Investment properties, leasehold land, and buildings were pledged to secure borrowings and financing granted to the Group[55](index=55&type=chunk) [Gearing Ratio](index=21&type=section&id=Gearing%20Ratio) As of June 30, 2025, the gearing ratio was approximately **-44.2%**, a decrease from **-26.7%** as of December 31, 2024, primarily due to losses incurred during the reporting period, partially offset by current period profits | Metric | As of June 30, 2025 | As of December 31, 2024 | Change (pp) | | :--- | :--- | :--- | :--- | | Gearing Ratio | -44.2% | -26.7% | -17.5pp | - The negative gearing ratio was primarily due to losses incurred by the Group during the reporting period, though this impact was partially offset by profits in the current period[56](index=56&type=chunk) [Significant Investments and Acquisitions/Disposals of Subsidiaries, Associates and Joint Ventures](index=21&type=section&id=Significant%20Investments%20and%20Acquisitions%2FDisposals%20of%20Subsidiaries%2C%20Associates%20and%20Joint%20Ventures) During the reporting period, the company held no significant investments and undertook no material acquisitions or disposals of subsidiaries, associates, or joint ventures - During the reporting period, the Group held no significant investments and undertook no material acquisitions or disposals of subsidiaries, associates, or joint ventures[57](index=57&type=chunk) [Treasury Policy](index=21&type=section&id=Treasury%20Policy) The company's treasury policy aims to enhance control over treasury operations and reduce borrowing costs, striving to maintain adequate cash and cash equivalents, and is regularly reviewed and assessed for effectiveness - The treasury policy aims to improve control over treasury operations and reduce borrowing costs[58](index=58&type=chunk) - The company is committed to maintaining adequate levels of cash and cash equivalents to meet short-term funding requirements[58](index=58&type=chunk) - The Board reviews and assesses the Group's treasury policy from time to time to ensure its adequacy and effectiveness[58](index=58&type=chunk) [Announcement under Rule 3.7 of the Takeovers Code](index=21&type=section&id=Announcement%20under%20Rule%203.7%20of%20the%20Takeovers%20Code) The company received letters regarding the appointment of joint and several receivers and managers for pledged shares, with receivers potentially seeking buyers, but the offer period ended on June 2, 2025, as an offer for the pledged shares was deemed unlikely to materialize soon - The company received letters regarding the appointment of joint and several receivers and managers for **123,993,617 shares** of the company (approximately **51.06%** of the issued shares) held by Shang Ying Financial Holdings Limited[59](index=59&type=chunk) - The receivers might seek potential buyers for the pledged shares, a transaction that was suspended in April 2021 and resumed in January 2022[59](index=59&type=chunk) - The receivers ceased to be the joint and several receivers and managers for the pledged shares effective June 2, 2025, and the offer period ended on the same day[60](index=60&type=chunk) [Foreign Exchange Risk](index=22&type=section&id=Foreign%20Exchange%20Risk) The company's sales and purchases are denominated in multiple currencies, exposing it to foreign exchange fluctuation risk, with RMB and MOP markets being relatively small and undeveloped, and future exchange rates subject to various factors; risk is managed by closely monitoring rate changes, but no foreign currency forward contracts are used for hedging - The Group's sales and purchases are largely denominated in HKD, RMB, MOP, SGD, EUR, USD, and AUD[61](index=61&type=chunk) - RMB is not a freely convertible currency, and the MOP currency market is relatively small and undeveloped, potentially leading to significant exchange rate fluctuations in the future[61](index=61&type=chunk) - The Group manages its foreign currency risk by closely monitoring foreign currency exchange rate movements, but as of June 30, 2025, it had not entered into any foreign currency forward contracts to hedge foreign currency risk[61](index=61&type=chunk) [Human Resources](index=22&type=section&id=Human%20Resources) As of June 30, 2025, the company employed **107 employees**, a slight decrease from **111** as of December 31, 2024, with remuneration determined by market terms, individual qualifications, and experience, and regular training conducted to enhance staff performance | Metric | As of June 30, 2025 | As of December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Number of Employees | 107 employees | 111 employees | -4 employees | - Remuneration packages are generally determined with reference to prevailing market terms, individual qualifications, and experience[62](index=62&type=chunk) - Various training activities, such as product and service knowledge, management skills, and local consumer laws, were conducted during the reporting period to enhance staff performance[62](index=62&type=chunk) [Dividends](index=22&type=section&id=Dividends) The Board has resolved not to declare an interim dividend for the reporting period - The Board has resolved not to declare an interim dividend for the reporting period[63](index=63&type=chunk) [Purchase, Sale and Redemption of the Company's Listed Securities](index=22&type=section&id=Purchase%2C%20Sale%20and%20Redemption%20of%20the%20Company's%20Listed%20Securities) During the reporting period, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities, and no treasury shares were held as of the reporting date - Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the reporting period[64](index=64&type=chunk) - As of June 30, 2025, and the date of this announcement, the company held no treasury shares[64](index=64&type=chunk) [Corporate Governance](index=23&type=section&id=Corporate%20Governance) The company reviewed its corporate governance practices, confirming compliance with the Corporate Governance Code in Appendix C1 of the Listing Rules, with directors also confirming adherence to the Model Code for Securities Transactions by Directors, and the Audit Committee reviewing key accounting policies, risk management, and internal control systems [Compliance with the Model Code for Securities Transactions by Directors](index=23&type=section&id=Compliance%20with%20the%20Model%20Code%20for%20Securities%20Transactions%20by%20Directors) The company adopted the Model Code for Securities Transactions by Directors of Listed Issuers in Appendix C3 of the Listing Rules, and following specific enquiries, directors confirmed compliance throughout the reporting period - The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers in Appendix C3 of the Listing Rules as its own code of conduct for directors' dealings in the company's securities[66](index=66&type=chunk) - Following specific enquiries made to the directors, each of them confirmed their compliance with the required standards set out in the Model Code throughout the reporting period[66](index=66&type=chunk) [Audit Committee](index=23&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors, reviewed the Group's significant accounting policies with management and discussed risk management, internal control systems, and financial reporting matters, including the reviewed consolidated financial statements for the reporting period - The Audit Committee comprises three independent non-executive directors: Ms. Wong Lam, Mr. Li Liang, and Mr. Du Jianfeng[67](index=67&type=chunk) - The Audit Committee, together with management, reviewed the Group's significant accounting policies and discussed risk management, internal control systems, and financial reporting matters, including the reviewed consolidated financial statements for the reporting period[67](index=67&type=chunk) [Other Important Matters](index=23&type=section&id=Other%20Important%20Matters) This section covers significant post-reporting period events, publication information for the interim results announcement and report, acknowledgements to various parties, and updates on the continued suspension of trading in the company's shares [Significant Events After the Reporting Period](index=23&type=section&id=Significant%20Events%20After%20the%20Reporting%20Period) Other than those disclosed in Note 12 to the financial statements and above, no other significant events occurred after the reporting period - Other than those disclosed in Note 12 to the consolidated financial statements and above, no other significant events occurred after the reporting period[68](index=68&type=chunk) [Publication of Interim Results Announcement and Interim Report](index=23&type=section&id=Publication%20of%20Interim%20Results%20Announcement%20and%20Interim%20Report) The company's interim results announcement has been published on the HKEX and company websites, and the interim report, containing all information required by the Listing Rules, will be dispatched to shareholders and published online in due course - The company's interim results announcement has been published on the HKEX website (www.hkexnews.hk) and the company's website (www.s-culture.com)[69](index=69&type=chunk) - The company's 2025 interim report, containing all information required by the Listing Rules, will be dispatched to shareholders and published on the aforementioned websites in due course[69](index=69&type=chunk) [Acknowledgements](index=23&type=section&id=Acknowledgements) The Board extends its gratitude to the Group's management and all staff for their efforts and dedication, and thanks shareholders, business partners, collaborators, bankers, and auditors for their support - The Board expresses its sincere gratitude to the Group's management and all staff for their tireless efforts and dedication, and also thanks its shareholders, business partners and collaborators, bankers, and auditors for their strong support to the Group[70](index=70&type=chunk) [Continued Suspension of Trading](index=24&type=section&id=Continued%20Suspension%20of%20Trading) The company's shares have been suspended from trading on the Stock Exchange since 9:00 a.m. on April 2, 2024, and will remain suspended until the resumption guidance is met, with shareholders and potential investors advised to exercise caution when dealing in the company's securities - The company's shares have been suspended from trading on the Stock Exchange since 9:00 a.m. on April 2, 2024, and will continue to be suspended until the resumption guidance is met[71](index=71&type=chunk) - Shareholders and potential investors of the company are reminded to exercise caution when dealing in the company's securities[72](index=72&type=chunk)