公司名稱: 百福控股有限公司 呈交日期: 2025年10月3日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01488 | 說明 | | | | | | | | | | | 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 (-) | | | 0 | | | | HKD | | 0 | | 本月底結存 | | | 5,000,000,000 | HKD | | 0.1 | HKD | | 500,000,000 | 本月底法定/註冊股本總額： HKD 500,000,000 FF301 第 1 頁 共 10 頁 v 1.1.1 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 ...

Corporate Information [Board of Directors and Committees](index=4&type=section&id=Board%20of%20Directors%20and%20Committees) The company's Board of Directors comprises executive directors Zhao Linghuan (Chairman), Wang Xiaolong, Jing Shen, and independent non-executive directors Leung Kwai Ki, Lo Wai Yan, and Zhuo Ping, with audit, remuneration, and nomination committees ensuring effective corporate governance - The Chairman of the Board is Mr. Zhao Linghuan, with executive directors including Mr. Wang Xiaolong and Mr. Jing Shen[6](index=6&type=chunk)[7](index=7&type=chunk) - Independent non-executive directors include Mr. Leung Kwai Ki (also Chairman of the Audit and Remuneration Committees), Mr. Lo Wai Yan, and Ms. Zhuo Ping[6](index=6&type=chunk)[7](index=7&type=chunk) [Company Details and Advisors](index=4&type=section&id=Company%20Details%20and%20Advisors) The company is registered in the Cayman Islands with its principal place of business in Central, Hong Kong, banking with Citibank and China Merchants Bank, audited by PwC, and listed under stock code 1488 - The company's registered office is in the Cayman Islands, with its principal place of business located at Two International Finance Centre, Central, Hong Kong[7](index=7&type=chunk)[12](index=12&type=chunk) - Principal bankers include Citibank (Hong Kong) Limited and China Merchants Bank Co., Ltd. in Hong Kong, and Industrial and Commercial Bank of China and China Merchants Bank Co., Ltd. in mainland China[9](index=9&type=chunk)[10](index=10&type=chunk)[12](index=12&type=chunk) - The auditor is PricewaterhouseCoopers, and the stock code is **1488**[11](index=11&type=chunk)[12](index=12&type=chunk) Management Discussion and Analysis [Performance Review](index=6&type=section&id=Performance%20Review) In the first half of 2025, the Group's total system sales remained stable, but system sales and financial statement revenue for Group-branded directly operated and franchised restaurants declined due to industry slowdown, increased competition, and weak consumption, prompting brands to adjust strategies Group System Sales and Revenue Overview for H1 2025 | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change | Remarks | | :--- | :--- | :--- | :--- | :--- | | Total system sales of the Group and associates | 1,716 | 1,715 | Stable | Includes sales from all directly operated and franchised restaurants | | Group-branded system sales | 274 | 325 | -13.6% | Primarily due to intense market competition | | Group financial statement revenue | 190 | 244 | -22.0% | Primarily due to intense market competition | - As of June 30, 2025, the total number of stores across all brands under the Group and its associates was **1,131**, largely consistent with the same period in 2024[14](index=14&type=chunk)[18](index=18&type=chunk) - The overall growth of China's catering industry has slowed, market consolidation has intensified, consumer demand is more focused on price sensitivity and differentiated products, and price wars on food delivery platforms have increased pressure on corporate profitability[15](index=15&type=chunk)[18](index=18&type=chunk) - HooHoo Valley Chinese fast food leverages food delivery platform traffic, strengthens its freshly-cooked advantage, and launches new products to counter market competition; Xinladao Fish Hotpot responds to competition by piloting new models, upgrading products, expanding with light assets, and enhancing brand image[16](index=16&type=chunk)[17](index=17&type=chunk)[19](index=19&type=chunk) - Associate brand 'Meet Noodles' enhances competitiveness through price advantage, product variety, and multi-period operations, also expanding into the Hong Kong market; 'Baozaihuang' has over **200** stores nationwide, innovating with a 'stove-around' model to enhance dining experience[21](index=21&type=chunk)[24](index=24&type=chunk) - The Group continues to leverage the 'Co-creation Camp' platform to integrate ecosystem and industry resources, aiming to broaden revenue streams, strengthen industry cooperation, and drive innovative development[22](index=22&type=chunk)[24](index=24&type=chunk) [Revenue](index=7&type=section&id=Revenue) The Group's revenue for the first half of 2025 decreased by 22.0% year-on-year to RMB 190.3 million, primarily due to lower restaurant operations and food delivery revenue, while sales of food ingredients saw a slight increase Group Revenue Composition and YoY Change | Revenue Source | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change | | :--- | :--- | :--- | :--- | | Restaurant operations revenue | 71.7 | 116.2 | -38.3% | | Food delivery business revenue | 73.6 | 84.9 | -13.3% | | Sales of food ingredients revenue | 45.0 | 42.9 | +4.9% | | **Total Revenue** | **190.3** | **244.0** | **-22.0%** | - The decrease in restaurant operations revenue is primarily attributable to intensified market competition[23](index=23&type=chunk)[25](index=25&type=chunk) - The decline in food delivery business revenue is mainly due to a reduction in the number of stores[23](index=23&type=chunk)[25](index=25&type=chunk) [Cost and Expense Analysis](index=8&type=section&id=Cost%20and%20Expense%20Analysis) In the first half of 2025, several of the Group's costs and expenses decreased in absolute terms, but their percentage of revenue increased due to a larger revenue decline, indicating pressure on profitability, with employee benefit expenses and property rentals significantly down, while raw material costs as a percentage of revenue rose Changes in Key Costs and Expenses | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change | % of Revenue (2025 vs 2024) | | :--- | :--- | :--- | :--- | :--- | | Raw materials consumed and changes in inventories of finished goods | 83.5 | 99.8 | -16.3% | 43.9% vs 40.9% | | Online platform service fees and delivery fees | 13.4 | 16.1 | -16.8% | - | | Employee benefit expenses | 55.1 | 76.2 | -27.7% | 29.0% vs 31.2% | | Depreciation of right-of-use assets | 24.8 | 30.4 | -18.4% | 13.0% vs 12.5% | | Depreciation and amortisation of other assets | 6.7 | 8.9 | -24.7% | 3.5% vs 3.6% | | Property rentals and other related expenses | 4.6 | 8.2 | -43.9% | 2.4% vs 3.4% | | Other expenses | 18.5 | 22.5 | -17.8% | 9.7% vs 9.2% | - Raw material costs as a percentage of revenue increased from **40.9%** in H1 2024 to **43.9%** in H1 2025, primarily due to reduced revenue[26](index=26&type=chunk)[31](index=31&type=chunk) - Employee benefit expenses decreased by **27.7%**, mainly due to fewer directly operated stores, resulting in reduced employee working hours and cost control[28](index=28&type=chunk)[33](index=33&type=chunk) - Property rentals and other related expenses significantly decreased by **43.9%**, primarily due to the closure of some stores and relocation to lower-rent premises[36](index=36&type=chunk)[42](index=42&type=chunk) [Profitability and Loss](index=9&type=section&id=Profitability%20and%20Loss) In the first half of 2025, the Group's loss for the period narrowed to RMB 36.2 million, primarily benefiting from reduced operating losses and improved profitability of associates Changes in Key Profitability Indicators | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change | | :--- | :--- | :--- | :--- | | Share of profit/(loss) of associates | 5.9 (Profit) | (5.8) (Loss) | Turned profitable | | Net finance costs | 24.3 | 23.9 | +1.7% | | Income tax expense | 0.6 | 0.5 | +20.0% | | **Loss for the period** | **(36.2)** | **(46.6)** | **Loss narrowed by 22.3%** | - Associates turned from a loss of **RMB 5.8 million** in H1 2024 to a profit of **RMB 5.9 million** in H1 2025, primarily due to contributions from high-performing brands[38](index=38&type=chunk)[44](index=44&type=chunk) - Net finance costs slightly increased, mainly due to higher interest on convertible bonds[39](index=39&type=chunk)[45](index=45&type=chunk) [Non-GAAP Financial Measure](index=10&type=section&id=Non-GAAP%20Financial%20Measure) Excluding interest on convertible bonds, the adjusted loss for the first half of 2025 narrowed to RMB 15.4 million, compared to RMB 26.7 million in the same period of 2024 Reconciliation of Loss for the Period to Adjusted Loss | Indicator | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Loss for the period | (36,167) | (46,569) | | Interest on convertible bonds | 20,748 | 19,869 | | **Adjusted loss for the period** | **(15,419)** | **(26,700)** | - Interest on convertible bonds is considered a non-operating item and does not reflect the operating results of the Group's principal business[49](index=49&type=chunk)[54](index=54&type=chunk) [Balance Sheet Highlights](index=10&type=section&id=Balance%20Sheet%20Highlights) As of June 30, 2025, the Group's right-of-use assets, inventories, trade and other receivables, trade and other payables, and lease liabilities all decreased, while total borrowings and convertible bonds increased Changes in Key Assets and Liabilities | Indicator | June 30, 2025 (RMB million) | Dec 31, 2024 (RMB million) | Change | | :--- | :--- | :--- | :--- | | Right-of-use assets | 69.3 | 95.3 | -27.2% | | Inventories | 18.0 | 23.3 | -22.8% | | Trade and other receivables | 60.7 | 62.3 | -2.6% | | Trade and other payables | 114.6 | 116.3 | -1.5% | | Borrowings | 37.8 | 20.9 | +80.9% | | Convertible bonds and related interest | 658.5 | 647.8 | +1.6% | | Lease liabilities | 80.0 | 103.8 | -22.9% | - Inventory turnover days slightly increased from **43 days** in 2024 to **45 days** in H1 2025, primarily due to reduced revenue[56](index=56&type=chunk)[62](index=62&type=chunk) - Lease liabilities decreased mainly due to rental payments for existing leases and the closure of some stores in H1 2025[61](index=61&type=chunk)[67](index=67&type=chunk) - The total amount of convertible bonds and related interest increased, mainly due to interest accrued during the reporting period and the impact of exchange rate fluctuations[60](index=60&type=chunk)[66](index=66&type=chunk) [Future Outlook and Strategy](index=12&type=section&id=Future%20Outlook%20and%20Strategy) Despite intense competition in the catering industry, the Group remains confident in its long-term growth potential and will continue to implement strategic deployments, including enhancing brand enterprise value, optimizing directly operated businesses, leveraging the capitalization process of quality brands, and exploring diversified investment empowerment models - The Group will contribute to its profit by enhancing brand enterprise value and optimizing the performance of its directly operated businesses[68](index=68&type=chunk)[71](index=71&type=chunk)[74](index=74&type=chunk) - The Group plans to leverage the capitalization process of quality brands to achieve value enhancement and cash inflow[68](index=68&type=chunk)[71](index=71&type=chunk)[74](index=74&type=chunk) - The Group will explore diversified investment empowerment models, including store investments, to expand business growth points[68](index=68&type=chunk)[71](index=71&type=chunk)[74](index=74&type=chunk) - The Board resolved not to declare an interim dividend for the six months ended June 30, 2025[68](index=68&type=chunk)[71](index=71&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=12&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) As of June 30, 2025, the Group's total deficit attributable to owners expanded, and current liabilities exceeded current assets, but with internal cash flow, borrowings, convertible bond financing, and the extension of convertible bond maturity, the Board believes the Group has sufficient funds to meet its debt obligations and capital expenditures for the next 12 months Liquidity and Capital Structure Overview | Indicator | June 30, 2025 (RMB million) | Dec 31, 2024 (RMB million) | | :--- | :--- | :--- | | Total deficit attributable to owners | 250.2 | 220.2 | | Current assets | 162.2 | 152.7 | | Current liabilities | 911.7 | 897.7 | | Current ratio | 0.18 | 0.17 | | Outstanding borrowings | 37.8 | 20.9 | | Cash and cash equivalents | 24.3 | 21.3 | | Net cash to equity ratio | 0.054 | -0.002 | - The Group's capital structure comprises debt (convertible bonds, lease liabilities, and borrowings) and equity attributable to equity holders of the Company (share capital and reserves)[78](index=78&type=chunk)[82](index=82&type=chunk) - The maturity date of the convertible bonds has been extended by **25 months** to December 23, 2027, with all accrued interest payment dates similarly extended[77](index=77&type=chunk)[81](index=81&type=chunk) [Capital Commitments and Significant Investments](index=13&type=section&id=Capital%20Commitments%20and%20Significant%20Investments) As of June 30, 2025, the Group had no significant capital commitments but held two material investments, "Meet Noodles" and "Tianshuilai," each exceeding 5% of total Group assets by book value, and is committed to supporting associate development through platform synergies - As of June 30, 2025, the Group had no contracted capital expenditure for property, plant and equipment not provided for in the condensed consolidated interim financial information[79](index=79&type=chunk)[83](index=83&type=chunk) Overview of Significant Investments (as of June 30, 2025) | Investee | Equity Interest | Book Value (RMB million) (Equity Method) | % of Group's Total Assets | | :--- | :--- | :--- | :--- | | Meet Noodles | 17.16% | 61.1 | 7.9% | | Tianshuilai | 25.03% | 52.4 | 6.8% | - 'Meet Noodles' is a leading modern Chinese noodle restaurant operator, with its store network expanding from **170** at the end of 2022 to **360** at the end of 2024[86](index=86&type=chunk)[89](index=89&type=chunk) - 'Tianshuilai' operates the 'Baozaihuang' brand, with over **200** stores nationwide, primarily directly operated[87](index=87&type=chunk)[89](index=89&type=chunk) - The Group has established a multi-brand investment matrix across regions, industries, and diverse business formats, implementing internal controls to effectively monitor investment projects[88](index=88&type=chunk)[89](index=89&type=chunk) [Other Financial and Operational Aspects](index=15&type=section&id=Other%20Financial%20and%20Operational%20Aspects) During the reporting period, the Group had no significant M&A or disposal activities, nor clear future major investment plans, with no pledged assets or material contingent liabilities, while the gearing ratio increased to 159%, and employee numbers decreased, but good employee relations, training, and competitive compensation were maintained - For the six months ended June 30, 2025, the Group had no significant acquisitions or disposals of subsidiaries, associates, or joint ventures[91](index=91&type=chunk)[97](index=97&type=chunk) - As of the reporting date, the Group currently has no definite plans for significant investments and capital assets[92](index=92&type=chunk)[98](index=98&type=chunk) - As of June 30, 2025, the Group had no pledged assets or material contingent liabilities[93](index=93&type=chunk)[94](index=94&type=chunk)[99](index=99&type=chunk)[100](index=100&type=chunk) Gearing Ratio | Indicator | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Gearing ratio | 159% | 152% | - The Group's business is primarily conducted in HKD and RMB, exposing it to foreign exchange risk, but no forward contracts were entered into for hedging during the reporting period[96](index=96&type=chunk)[102](index=102&type=chunk) - As of June 30, 2025, the Group had approximately **1,303** employees, a decrease from **1,582** as of December 31, 2024[103](index=103&type=chunk)[106](index=106&type=chunk) - No significant events occurred after the reporting period, other than the extension of convertible bond maturity and the disposal of 'Meet Noodles' equity[104](index=104&type=chunk)[107](index=107&type=chunk) [Shareholder and Governance Information](index=16&type=section&id=Shareholder%20and%20Governance%20Information) The report discloses the shareholdings and long positions of company directors and major shareholders, noting that the employee share option scheme and share award scheme have expired with no new grants in the first half of 2025, and the company complies with corporate governance codes and director securities dealing standards, with the audit committee having reviewed the interim report Directors' and Chief Executive's Long Positions in Shares and Underlying Shares of the Company (as of June 30, 2025) | Name | Capacity | Number of Shares (including issued shares and underlying shares) | Approximate % of the Company's Interest | | :--- | :--- | :--- | :--- | | Mr. Zhao Linghuan | Interest in controlled corporation | 1,701,520,440 (L) | 107.78% | | Mr. Wang Xiaolong | Beneficial owner | 40,255,932 (L) | 2.55% | | Mr. Jing Shen | Beneficial owner | 14,207,976 (L) | 0.90% | - As of June 30, 2025, Sonic Tycoon Limited held **1,183,998,000** shares and beneficially owned convertible bonds with a principal amount of **HKD 610,676,480**, convertible into **517,522,440** shares[112](index=112&type=chunk)[149](index=149&type=chunk) - The employee share option scheme and share award scheme have expired, with no new options or award shares granted during the six months ended June 30, 2025[115](index=115&type=chunk)[118](index=118&type=chunk)[123](index=123&type=chunk)[124](index=124&type=chunk)[138](index=138&type=chunk)[139](index=139&type=chunk)[140](index=140&type=chunk)[142](index=142&type=chunk) - The Company has complied with the provisions of the Corporate Governance Code set out in Appendix C1 to the Listing Rules, and the Directors have confirmed compliance with the Model Code for Securities Transactions by Directors[151](index=151&type=chunk)[152](index=152&type=chunk)[155](index=155&type=chunk)[156](index=156&type=chunk) - The Company's Audit Committee has reviewed the unaudited condensed consolidated interim financial information and the interim report for the six months ended June 30, 2025[153](index=153&type=chunk)[157](index=157&type=chunk) [Convertible Bonds Details](index=25&type=section&id=Convertible%20Bonds%20Details) The company signed an amendment deed with investors to extend the maturity date of convertible bonds totaling HKD 1,500,000,000 by 25 months to December 23, 2027, with all accrued interest payment dates similarly extended, an arrangement approved by shareholders and the Stock Exchange - The maturity date of the convertible bonds has been extended from November 23, 2025, to December 23, 2027, with all accrued interest payment dates similarly extended[159](index=159&type=chunk)[162](index=162&type=chunk) - As of June 30, 2025, the outstanding principal of the convertible bonds was **HKD 610,676,480**, convertible into **517,522,440** shares at an initial conversion price of **HKD 1.18** per share[161](index=161&type=chunk)[163](index=163&type=chunk) Changes in Company Share Capital Structure (Assuming Full Conversion of Convertible Bonds) | Shareholder | June 30, 2025 (Number of Shares) | June 30, 2025 (%) | After Full Conversion (Number of Shares) | After Full Conversion (Estimated %) | | :--- | :--- | :--- | :--- | :--- | | Investor | 1,183,998,000 | 75.00 | 1,701,520,440 | 81.17 | | Public | 394,666,000 | 25.00 | 394,666,000 | 18.83 | | **Total** | **1,578,664,000** | **100.00%** | **2,096,186,440** | **100.00%** | - No potentially dilutive shares were included in the calculation of diluted loss per share for H1 2025, as they had an anti-dilutive effect[167](index=167&type=chunk) Interim Condensed Consolidated Statement of Comprehensive Income [Key Financial Performance Indicators](index=28&type=section&id=Key%20Financial%20Performance%20Indicators) For the six months ended June 30, 2025, the Group's revenue decreased by 22.0% year-on-year to RMB 190.3 million, with loss for the period narrowing to RMB 36.2 million, primarily due to reduced operating losses and profit contributions from associates, and basic and diluted loss per share both at RMB 2.08 cents Key Data from the Consolidated Statement of Comprehensive Income for H1 2025 | Indicator | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Revenue | 190,271 | 243,952 | | Other income | 5,513 | 10,290 | | Raw materials consumed and changes in inventories of finished goods | (83,533) | (99,802) | | Employee benefit expenses | (55,144) | (76,163) | | Share of profit/(loss) of associates | 5,914 | (5,793) | | Loss before tax | (35,569) | (46,119) | | Income tax expense | (598) | (450) | | **Loss for the period** | **(36,167)** | **(46,569)** | | Loss per share attributable to equity holders of the Company (Basic) | (2.08) cents | (2.86) cents | | Loss per share attributable to equity holders of the Company (Diluted) | (2.08) cents | (2.86) cents | - Other comprehensive income for the period was **RMB 6,153 thousand**, primarily from exchange differences arising on translation of overseas operations[174](index=174&type=chunk) Interim Condensed Consolidated Balance Sheet [Key Financial Position Indicators](index=30&type=section&id=Key%20Financial%20Position%20Indicators) As of June 30, 2025, the Group's total assets were RMB 773.0 million, total liabilities were RMB 1,023.2 million, resulting in a total deficit of RMB 250.2 million, with current liabilities significantly exceeding current assets, mainly due to convertible bonds Key Data from the Consolidated Balance Sheet as of June 30, 2025 | Indicator | June 30, 2025 (RMB thousand) | Dec 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | **Non-current assets** | **610,750** | **648,936** | | Property, plant and equipment | 38,516 | 44,353 | | Right-of-use assets | 69,323 | 95,303 | | Investments in associates | 151,300 | 153,759 | | **Current assets** | **162,223** | **152,746** | | Inventories | 18,001 | 23,335 | | Trade and other receivables | 55,919 | 53,209 | | Cash and cash equivalents | 24,346 | 21,325 | | **Total assets** | **772,973** | **801,682** | | **Current liabilities** | **911,689** | **897,680** | | Trade and other payables | 114,603 | 116,282 | | Lease liabilities (current portion) | 35,391 | 46,473 | | Borrowings | 37,839 | 20,860 | | Convertible bonds | 658,482 | 647,780 | | **Non-current liabilities** | **111,475** | **124,179** | | Lease liabilities (non-current portion) | 44,640 | 57,344 | | **Total liabilities** | **1,023,164** | **1,021,859** | | **Total deficit** | **(250,191)** | **(220,177)** | - As of June 30, 2025, the Group's current liabilities exceeded current assets by **RMB 749,466 thousand**, primarily due to convertible bonds being classified as current liabilities[178](index=178&type=chunk)[192](index=192&type=chunk) Interim Condensed Consolidated Statement of Changes in Equity [Equity Movements](index=32&type=section&id=Equity%20Movements) For the six months ended June 30, 2025, the deficit attributable to equity holders of the Company increased from RMB 249.6 million at the beginning of the period to RMB 276.3 million, mainly due to the loss for the period, partially offset by an increase in exchange reserves Key Data from the Consolidated Statement of Changes in Equity for H1 2025 | Indicator | Jan 1, 2025 (RMB thousand) | June 30, 2025 (RMB thousand) | | :--- | :--- | :--- | | Share capital | 133,023 | 133,023 | | Share premium | 693,388 | 693,388 | | Reserves | (11,664) | (5,511) | | Accumulated losses | (1,257,984) | (1,290,843) | | Deficit attributable to equity holders of the Company | (249,626) | (276,332) | | Non-controlling interests | 29,449 | 26,141 | | **Total deficit** | **(220,177)** | **(250,191)** | - Loss for the period attributable to equity holders of the Company was **RMB 32,859 thousand**[180](index=180&type=chunk) - Other comprehensive income for the period, primarily from exchange differences, was **RMB 6,153 thousand**[180](index=180&type=chunk) Interim Condensed Consolidated Statement of Cash Flow [Cash Flow Activities](index=33&type=section&id=Cash%20Flow%20Activities) For the six months ended June 30, 2025, the Group generated net cash of RMB 16.6 million from operating activities, had net cash outflows of RMB 6.1 million from investing activities and RMB 7.5 million from financing activities, resulting in a net increase of RMB 3.0 million in cash and cash equivalents Key Data from the Consolidated Statement of Cash Flow for H1 2025 | Cash Flow Category | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Net cash generated from operating activities | 16,618 | 14,641 | | Net cash (used in)/generated from investing activities | (6,120) | 6,059 | | Net cash used in financing activities | (7,469) | (23,754) | | Net increase/(decrease) in cash and cash equivalents | 3,029 | (3,054) | | Cash and cash equivalents at end of period | 24,346 | 32,602 | - Cash outflows from investing activities primarily included additions to property, plant and equipment, purchase of intangible assets, and purchase of financial assets measured at fair value[182](index=182&type=chunk) - Cash outflows from financing activities primarily included repayment of borrowings and payment of lease liabilities, partially offset by loans from related parties and proceeds from borrowings[183](index=183&type=chunk) Notes to the Condensed Consolidated Interim Financial Information [General Information](index=35&type=section&id=General%20Information) Bai Fu Holdings Limited and its subsidiaries primarily engage in chain restaurant operations, with the company registered in the Cayman Islands and its ultimate controlling shareholder being Mr. Zhao Linghuan, and the financial information presented in RMB and unaudited - The Group is principally engaged in chain restaurant operations[184](index=184&type=chunk) - The Company's ultimate controlling shareholder is Mr. Zhao Linghuan, who is also the Chairman of the Company[185](index=185&type=chunk)[188](index=188&type=chunk) - The condensed consolidated interim financial information is presented in RMB and is unaudited[186](index=186&type=chunk)[189](index=189&type=chunk)[190](index=190&type=chunk) [Basis of Preparation and Going Concern](index=35&type=section&id=Basis%20of%20Preparation%20and%20Going%20Concern) This financial information is prepared in accordance with HKAS 34 and presented on a going concern basis; despite current liabilities exceeding current assets, the Board believes the Group has sufficient funds for the next 12 months, considering the extended convertible bond maturity and future cash flows from operations and investing activities - This condensed consolidated interim financial information has been prepared in accordance with Hong Kong Accounting Standard 34 Interim Financial Reporting issued by the Hong Kong Institute of Certified Public Accountants and the disclosure requirements of Appendix D2 to the Listing Rules[187](index=187&type=chunk)[191](index=191&type=chunk) - As of June 30, 2025, the Group's current liabilities exceeded its current assets by **RMB 749,466 thousand**, including convertible bonds with a carrying amount of **RMB 658,482 thousand**[192](index=192&type=chunk)[196](index=196&type=chunk) - The maturity date of the convertible bonds has been extended by **25 months** to December 23, 2027, with this extension arrangement effective from July 8, 2025[193](index=193&type=chunk)[194](index=194&type=chunk)[196](index=196&type=chunk) - The Directors believe that, based on the extension arrangement and the Group's ability to generate net cash inflows from future operating and investing activities, the Group has sufficient funds to meet its debt obligations and capital expenditure requirements for the next **12 months**, thus the financial information is prepared on a going concern basis[195](index=195&type=chunk)[197](index=197&type=chunk) [Principal Accounting Policies](index=37&type=section&id=Principal%20Accounting%20Policies) This financial information is prepared on a historical cost basis, except for financial assets measured at fair value, and the Group has adopted HKAS 21 (amended) while disclosing new and amended standards not yet adopted, which are expected to have a general impact on future financial statement presentation and disclosures - This condensed consolidated interim financial information has been prepared on the historical cost convention, except for financial assets measured at fair value through profit or loss, which are measured at fair value[198](index=198&type=chunk)[202](index=202&type=chunk) - The Group has first applied HKAS 21 (amendment) 'Lack of Exchangeability' from January 1, 2025, with no significant impact expected[199](index=199&type=chunk)[200](index=200&type=chunk)[202](index=202&type=chunk) - New and amended standards not yet adopted include HKFRS 9, HKFRS 7 amendments, HKFRS 18, and HKFRS 19, with HKFRS 18 expected to have a general impact on the presentation and disclosures of the Group's financial statements[201](index=201&type=chunk)[204](index=204&type=chunk)[205](index=205&type=chunk)[210](index=210&type=chunk) [Financial Risk Management](index=38&type=section&id=Financial%20Risk%20Management) The Group faces market risks (including currency and cash flow interest rate risks), credit risk, and liquidity risk, and as of June 30, 2025, its financial assets measured at fair value primarily consist of unlisted wealth management products valued using the discounted cash flow method - The Group's operations are exposed to market risk (including currency risk and cash flow interest rate risk), credit risk, and liquidity risk[208](index=208&type=chunk)[212](index=212&type=chunk) - There were no changes in risk management policies during the reporting period[209](index=209&type=chunk)[213](index=213&type=chunk) Assets Measured at Fair Value (as of June 30, 2025) | Asset Category | Level 1 (RMB thousand) | Level 2 (RMB thousand) | Level 3 (RMB thousand) | Total (RMB thousand) | | :--- | :--- | :--- | :--- | :--- | | Investments in unlisted wealth management products | — | — | 28,545 | 28,545 | - For unlisted wealth management products, valuation is performed using the discounted cash flow method, with key assumptions including expected return rates and discount rates[226](index=226&type=chunk)[227](index=227&type=chunk) [Revenue and Segment Information](index=42&type=section&id=Revenue%20and%20Segment%20Information) The Group's chief operating decision-maker reviews the Group as a whole, thus no operating segment information is presented, with revenue primarily from restaurant operations, food delivery, and sales of food ingredients, mainly in China, and no single external customer accounting for over 10% of revenue - The Group's chief operating decision-maker reviews the Group as a whole, and thus no operating segment information is presented[229](index=229&type=chunk)[230](index=230&type=chunk)[232](index=232&type=chunk) Revenue Breakdown from Contracts with Customers | Revenue Source | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Restaurant operations | 71,696 | 116,163 | | Food delivery business | 73,567 | 84,865 | | Sales of food ingredients | 45,008 | 42,924 | | **Total** | **190,271** | **243,952** | - The Group's principal market is in China, with sales to overseas customers contributing less than **10%**, and no non-current assets located outside China[234](index=234&type=chunk)[236](index=236&type=chunk) [Other Income](index=43&type=section&id=Other%20Income) In the first half of 2025, the Group's other income was RMB 5.5 million, a 46.4% year-on-year decrease, primarily due to reduced franchise and management service income Composition of Other Income | Revenue Source | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Franchise income | 3,561 | 7,703 | | Government grants | — | 220 | | Income from wealth management product investments | 79 | 169 | | Management service income | 1,066 | 1,733 | | Loan interest income | 162 | 159 | | Others | 396 | 555 | | **Total** | **5,513** | **10,290** | - Government grants primarily comprise tax refunds and amortisation of deferred government grants, with no unfulfilled conditions[238](index=238&type=chunk) - Management service income primarily includes fees charged for providing commercial, management, and administrative support services[238](index=238&type=chunk) [Other Expenses](index=44&type=section&id=Other%20Expenses) In the first half of 2025, the Group's other expenses were RMB 18.5 million, a 17.8% year-on-year decrease, primarily due to reduced routine maintenance expenses Composition of Other Expenses | Expense Category | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Routine maintenance expenses | 4,006 | 7,419 | | Advertising and marketing expenses | 2,387 | 2,952 | | Business development expenses | 2,951 | 3,940 | | Professional service fees | 2,409 | 2,427 | | Auditor's remuneration (audit services) | 900 | 900 | | Other expenses | 5,838 | 4,826 | | **Total other expenses** | **18,491** | **22,464** | - A significant reduction in routine maintenance expenses was the primary reason for the decrease in other expenses[240](index=240&type=chunk) [Finance Income and Expenses](index=44&type=section&id=Finance%20Income%20and%20Expenses) In the first half of 2025, the Group's net finance costs were RMB 24.3 million, a slight increase from the same period in 2024, primarily influenced by interest on convertible bonds and related party loans Composition of Finance Income and Expenses | Category | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Interest income from bank deposits | 25 | 58 | | Interest on convertible bonds | (20,748) | (19,869) | | Interest on lease liabilities | (2,194) | (3,517) | | Interest on bank borrowings | (144) | (149) | | Interest on loans from related parties | (854) | — | | Others | (344) | (468) | | **Net finance costs** | **(24,259)** | **(23,945)** | - Interest on convertible bonds and interest on loans from related parties were the main reasons for the increase in net finance costs[242](index=242&type=chunk) [Income Tax Expense](index=45&type=section&id=Income%20Tax%20Expense) In the first half of 2025, the Group's income tax expense was RMB 0.6 million, an increase from the same period in 2024, primarily due to withholding income tax on dividends received from associates Composition of Income Tax Expense | Category | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Hong Kong profits tax | — | — | | Withholding income tax on dividends from associates | 379 | — | | China corporate income tax | 42 | 50 | | Deferred tax | 177 | 400 | | **Total** | **598** | **450** | - Hong Kong profits tax adopts a two-tiered tax rate system, and the corporate income tax rate for PRC subsidiaries is **25%**[246](index=246&type=chunk)[247](index=247&type=chunk)[250](index=250&type=chunk)[251](index=251&type=chunk) - Dividends received from PRC associates are subject to withholding income tax at a rate of **10%**[248](index=248&type=chunk)[252](index=252&type=chunk) [Loss for the Period](index=46&type=section&id=Loss%20for%20the%20Period) The Group's loss for the first half of 2025 was after deducting total depreciation and amortisation of RMB 31.5 million, and total property rentals and other lease-related expenses of RMB 4.6 million Key Deductions for Loss for the Period | Item | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Depreciation of right-of-use assets | 24,826 | 30,444 | | Depreciation of property, plant and equipment | 6,493 | 8,408 | | Amortisation of intangible assets | 167 | 461 | | **Total depreciation and amortisation** | **31,486** | **39,313** | | Total property rentals and other lease-related expenses | 4,578 | 8,181 | | Auditor's remuneration (audit services) | 900 | 900 | [Loss Per Share](index=47&type=section&id=Loss%20Per%20Share) For the six months ended June 30, 2025, the Group's basic and diluted loss per share were both RMB 2.08 cents, a narrowing from RMB 2.86 cents in the same period of 2024, with dilutive potential ordinary shares excluded from diluted loss per share calculation due to their anti-dilutive effect Loss Per Share | Indicator | H1 2025 (RMB cents) | H1 2024 (RMB cents) | | :--- | :--- | :--- | | Basic loss per share | (2.08) | (2.86) | | Diluted loss per share | (2.08) | (2.86) | - Basic loss per share is calculated based on the loss for the period attributable to equity holders of the Company of **RMB 32,859 thousand** and the weighted average number of ordinary shares in issue of **1,578,664 thousand** shares[257](index=257&type=chunk)[260](index=260&type=chunk) - The calculation of diluted loss per share did not assume the issue of any dilutive potential ordinary shares as they had an anti-dilutive effect[259](index=259&type=chunk)[261](index=261&type=chunk) [Investments in Associates](index=50&type=section&id=Investments%20in%20Associates) As of June 30, 2025, the Group's investments in associates had a book value of RMB 151.3 million, a slight decrease from the beginning of the period, with new investments of RMB 1.01 million and a share of profit of RMB 5.9 million recognized during the period Changes in Investments in Associates | Item | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Balance at beginning of period | 153,759 | 229,848 | | Additions | 1,010 | — | | Share of profit/(loss) for the period | 5,914 | (5,793) | | Dividends declared by associates | (3,539) | — | | Disposal | (1,500) | — | | Exchange differences on translation | (4,344) | 1,758 | | **Balance at end of period** | **151,300** | **225,813** | - Investments in associates generated a share of profit of **RMB 5,914 thousand** for the period, compared to a loss of **RMB 5,793 thousand** in the same period of 2024[267](index=267&type=chunk) [Trade and Other Receivables](index=51&type=section&id=Trade%20and%20Other%20Receivables) As of June 30, 2025, the Group's net trade and other receivables totaled RMB 60.7 million, a slight decrease from the end of 2024, comprising net trade receivables of RMB 9.5 million and net other receivables of RMB 51.3 million Net Trade and Other Receivables | Category | June 30, 2025 (RMB thousand) | Dec 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Trade receivables — net | 9,461 | 7,720 | | Other receivables — net | 51,258 | 54,601 | | **Trade and other receivables — net** | **60,719** | **62,321** | Ageing Analysis of Trade Receivables (by invoice date) | Ageing | June 30, 2025 (RMB thousand) | Dec 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Within 6 months | 5,061 | 5,304 | | Over 6 months | 4,110 | 6,094 | | **Total** | **9,414** | **11,155** | - Other receivables primarily include consideration receivable related to partial disposal of investments in associates, rental deposits, and amounts due from related parties[279](index=279&type=chunk) [Trade and Other Payables](index=54&type=section&id=Trade%20and%20Other%20Payables) As of June 30, 2025, the Group's total trade and other payables were RMB 114.6 million, a slight decrease from the end of 2024, comprising trade payables of RMB 33.7 million and other payables and accruals of RMB 80.9 million Trade and Other Payables | Category | June 30, 2025 (RMB thousand) | Dec 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Trade payables | 33,680 | 36,649 | | Other payables and accruals | 80,923 | 79,633 | | **Total** | **114,603** | **116,282** | Ageing Analysis of Trade Payables (by invoice date) | Ageing | June 30, 2025 (RMB thousand) | Dec 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Within 6 months | 17,915 | 20,675 | | Over 6 months | 15,765 | 15,974 | | **Total** | **33,680** | **36,649** | - Other payables and accruals primarily include wages, salaries and other employee benefits, deposits received for partial disposal of investments in associates, accrued renovation costs, and amounts due to franchisees[289](index=289&type=chunk) [Borrowings](index=57&type=section&id=Borrowings) As of June 30, 2025, the Group's total borrowings were RMB 37.8 million, a significant 80.9% increase from the end of 2024, with all borrowings due within 12 months and a weighted average annual interest rate of 5.58% Composition and Maturity of Borrowings | Category | June 30, 2025 (RMB thousand) | Dec 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Secured bank borrowings | 2,600 | 1,600 | | Unsecured and unguaranteed bank borrowings | 10,000 | 10,000 | | Borrowings from related parties | 18,239 | 9,260 | | Borrowings from third parties | 7,000 | — | | **Total borrowings** | **37,839** | **20,860** | | Due within 12 months or less | 37,839 | 20,860 | Weighted Average Annual Interest Rate | Indicator | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Borrowings | 5.58% | 5.16% | - As of June 30, 2025, bank borrowings of **RMB 2.6 million** were guaranteed by third parties[294](index=294&type=chunk) [Convertible Bonds](index=58&type=section&id=Convertible%20Bonds) As of June 30, 2025, convertible bonds had a carrying amount of RMB 658.5 million, all classified as current liabilities, with changes in both the liability and equity components during the period due to interest expenses and exchange differences Composition of Convertible Bonds | Category | June 30, 2025 (RMB thousand) | Dec 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Convertible bonds (current portion) | 658,482 | 647,780 | | Convertible bonds (non-current portion) | — | — | | **Total** | **658,482** | **647,780** | - The carrying amount of all convertible bonds was classified as current liabilities because their original maturity dates were within **12 months** from the respective balance sheet dates[296](index=296&type=chunk)[297](index=297&type=chunk) Changes in Components of Convertible Bonds | Item | Liability Component (RMB thousand) | Equity Component (RMB thousand) | Total (RMB thousand) | | :--- | :--- | :--- | :--- | | Jan 1, 2025 | 647,780 | 104,294 | 752,074 | | Interest expense | 20,748 | — | 20,748 | | Exchange differences | (10,046) | — | (10,046) | | **June 30, 2025** | **658,482** | **104,294** | **762,776** | [Share-Based Payments](index=61&type=section&id=Share-Based%20Payments) As of June 30, 2025, 18,944 thousand share options remained unexercised under the employee share option scheme, with a weighted average exercise price of HKD 1.08 per option and a remaining contractual life of 2 years, while 35,520 thousand award shares remained unvested under the share award scheme, with an average exercise price of HKD 0.54 per share Changes in Employee Share Option Scheme | Indicator | Jan 1, 2025 (thousand options) | June 30, 2025 (thousand options) | | :--- | :--- | :--- | | Number of outstanding share options | 18,944 | 18,944 | | Weighted average exercise price per option (HKD) | 1.08 | 1.08 | | Exercisable at June 30 | — | — | - As of June 30, 2025, the weighted average remaining contractual life for outstanding share options was **2 years**[307](index=307&type=chunk)[308](index=308&type=chunk) Changes in Share Award Scheme | Indicator | Jan 1, 2025 (thousand shares) | June 30, 2025 (thousand shares) | | :--- | :--- | :--- | | Number of award shares | 35,520 | 35,520 | | Average exercise price per award share (HKD) | 0.54 | 0.54 | [Related and Connected Party Disclosures](index=63&type=section&id=Related%20and%20Connected%20Party%20Disclosures) The Group engaged in several significant related party transactions, including convertible bond interest, sales/purchases of goods and services, and loans, with net amounts due from related parties of RMB 14.95 million and borrowings from related parties of RMB 18.24 million as of June 30, 2025 Significant Related Party Transactions (H1 2025) | Related Party Name | Relationship | Nature of Transaction | Amount (RMB thousand) | | :--- | :--- | :--- | :--- | | Jie Heng Limited | Parent company | Interest on convertible bonds | 20,748 | | Quan Jin Cheng Enterprise Management (Beijing) Co., Ltd. | Key management personnel have significant influence | Sales of goods and services | 590 | | Quan Jin Cheng Food Processing (Beijing) Co., Ltd. | Key management personnel have significant influence | Purchase of goods | 773 | | United Strength Arch Limited | Controlled by ultimate controlling company | Loans received | 9,120 | | United Strength Arch Limited | Controlled by ultimate controlling company | Interest expense | 854 | Outstanding Balances Arising from Related Party Transactions (as of June 30, 2025) | Category | Amount (RMB thousand) | | :--- | :--- | | Trade receivables | 3,875 | | Other receivables — current | 11,969 | | Other receivables — non-current | 2,981 | | Other current assets — prepayments | 2,132 | | **Total assets** | **20,957** | | Trade payables | 5,464 | | Other payables | 62 | | Contract liabilities | 128 | | Borrowings | 18,239 | | **Total liabilities** | **23,893** | - Other amounts due from related parties include secured and unsecured loans, and receivables for management service fees (for which expected credit loss provisions have been made)[321](index=321&type=chunk) [Events After the Balance Sheet Date](index=66&type=section&id=Events%20After%20the%20Balance%20Sheet%20Date) In addition to the convertible bond maturity extension, the company completed the disposal of a 1.71% equity interest in Guangzhou Meet Noodles Catering Co., Ltd. on August 5, 2025, expected to generate a pre-tax gain of approximately RMB 42 million - The Company entered into an equity transfer agreement on July 31, 2025, and completed the disposal of a **1.71%** equity interest in Guangzhou Meet Noodles Catering Co., Ltd. on August 5, 2025[325](index=325&type=chunk)[327](index=327&type=chunk) - This disposal is expected to generate a pre-tax gain of approximately **RMB 42 million**, calculated based on the carrying value of the investment and the disposal consideration on the disposal date[326](index=326&type=chunk)[327](index=327&type=chunk)

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: | 百福控股有限公司 | | | | 呈交日期: | 2025年9月3日 | | | I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01488 | 說明 | | | | | | | | | | | 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 (-) | | | 0 | | | | HKD | | 0 | | 本月底結存 ...

Core Viewpoint - Dudu Holdings (08250) announced the sale of a total of 3.188 million shares of its subsidiary, Baifu Holdings, representing approximately 0.202% of the total issued shares as of the announcement date [1] Group 1 - The shares were sold through its indirectly wholly-owned subsidiary, Yuesheng, during the period from December 9, 2024, to August 22, 2025 [1] - The average selling price ranged from HKD 0.782 to HKD 1.030 per share [1] - The total proceeds from the sale amounted to approximately HKD 2.841 million, excluding transaction costs [1]

Core Viewpoint - The company, Dou Dou Holdings (08250), announced the sale of a total of 3.188 million shares of its subsidiary, Baifu Holdings, representing approximately 0.202% of the total issued shares as of the announcement date [1] Summary by Relevant Sections - **Transaction Details** - The shares were sold through the company's indirectly wholly-owned subsidiary, Yue Sheng, between December 9, 2024, and August 22, 2025 [1] - The average selling price ranged from HKD 0.782 to HKD 1.030 per share [1] - The total proceeds from the sale amounted to approximately HKD 2.841 million, excluding transaction costs [1]

Core Points - The company reported a revenue of RMB 190 million for the six months ending June 30, 2025, representing a year-on-year decrease of 22% [1] - The adjusted loss for the period was RMB 15.419 million, a reduction of 42.25% compared to the previous year [1] - The loss attributable to equity holders was RMB 32.859 million, down 27.18% year-on-year, with a loss per share of 2.08 cents [1] Financial Performance - The total system sales for the first half of 2025, including all brands under the company and its associates, amounted to RMB 1.716 billion, remaining stable compared to 2024 [1] - The number of stores under the company and its associates reached 1,131 as of June 30, 2025, showing stability compared to the first half of 2024 [1] - The system sales for the company's brands' direct and franchised restaurants totaled RMB 274 million, a decrease of 13.6% compared to the same period in 2024 [1] Market Conditions - The decline in financial performance is attributed to intense market competition [1]

Core Viewpoint - Baifu Holdings (01488.HK) reported stable system sales for the first half of 2025, with total sales amounting to RMB 1,716 million, unchanged from 2024 [1] Group 1: Sales Performance - The total system sales for the group's brands, including both direct and franchised restaurants, reached RMB 1,716 million for the first half of 2025, maintaining stability compared to 2024 [1] - The number of stores under the group's brands and joint ventures reached 1,131 as of June 30, 2025, showing little change from the first half of 2024 [1] - The system sales for the group's direct and franchised restaurants amounted to RMB 274 million in the first half of 2025, a decrease of 13.6% compared to the same period in 2024 [1] Group 2: Financial Performance - The financial report indicated revenue of RMB 190 million, representing a year-on-year decline of 22.0% compared to the same period in 2024, primarily due to intense market competition [1] - The group recorded a loss of approximately RMB 36.2 million for the six months ending June 30, 2025, an improvement from a loss of RMB 46.6 million for the same period in 2024, attributed to reduced operating losses and increased profits from joint ventures [1]

[Financial Highlights](index=1&type=section&id=財務摘要) [Overview of Financial Highlights](index=1&type=section&id=財務摘要概覽) Bafook Holdings Limited reported interim results for the six months ended June 30, 2025, with revenue decreasing by 22.0% to RMB190,271 thousands, loss for the period narrowing to (RMB36,167) thousands, and adjusted loss significantly narrowing by 42.3% 2025 H1 Key Financial Data | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 190,271 | 243,952 | -22.0% | | Adjusted Loss for the Period | (15,419) | (26,700) | -42.3% | | Convertible Bond Interest | (20,748) | (19,869) | +4.4% | | Loss for the Period | (36,167) | (46,569) | -22.3% | | Loss Per Share (RMB cents) — Basic and Diluted | (2.08) | (2.86) | -27.3% | - Adjusted loss for the period, a non-GAAP financial measure calculated by excluding convertible bond interest from loss for the period, significantly narrowed by **42.3%** year-on-year, indicating improved operating loss after removing non-operating items[3](index=3&type=chunk)[4](index=4&type=chunk) [Interim Results Review](index=2&type=section&id=中期業績回顧) [Performance Overview](index=2&type=section&id=業績概覽) In H1 2025, the Group's system sales (including associates) remained stable at RMB1,716 million with 1,131 stores, but self-operated and franchised restaurant system sales and reported revenue declined due to industry slowdown and weak consumption 2025 H1 Operating Overview | Indicator | 2025 H1 (RMB millions) | 2024 H1 (RMB millions) | Change (%) | | :--- | :--- | :--- | :--- | | Group System Sales | 1,716 | 1,716 | 0.0% | | Group's Own Brands' Self-operated and Franchised Restaurants System Sales | 274 | 325 | -13.6% | | Financial Statement Revenue | 190 | 244 | -22.0% | | Total Number of Stores (as of June 30) | 1,131 | 1,131 | 0.0% | - The catering industry experienced an overall slowdown, intensified market consolidation, and consumer focus on price and differentiated products, compounded by sustained weak consumption and price wars on delivery platforms, leading to pressure on corporate profitability[5](index=5&type=chunk) [Brand Operations and Innovation](index=2&type=section&id=品牌運營與創新) Key brands 'Hehegu' and 'Xinladao' actively responded to market challenges through platform optimization, new product launches, brand innovation, and asset-light expansion, while associate brands 'Yujian Xiaomian' and 'Baozai Huang' enhanced market position with competitive pricing and enhanced experiences - "Hehegu" Chinese fast food leveraged the concentrated surge in delivery platforms, strengthening its freshly cooked advantage and launching new products to counter market impact in Beijing[6](index=6&type=chunk) - "Xinladao" fish hotpot implemented brand innovation, piloted new models, enhanced product upgrades by introducing fresh-cut ingredients and multiple hotpot items, and pursued asset-light expansion through joint ventures and store renovations[6](index=6&type=chunk) - Associate brand "Yujian Xiaomian" strengthened competitiveness with **price advantages**, diverse products, and multi-period operations, also expanding into the Hong Kong market; "Baozai Huang" has over **200 stores** nationwide, innovating with a communal hotpot model to enhance dining experience[6](index=6&type=chunk) [Ecosystem Platform Development](index=3&type=section&id=生態鏈平台發展) Bafook Holdings continues to leverage its 'Co-creation Camp' platform to integrate ecosystem and industry resources, aiming to diversify revenue, strengthen collaborations, and drive innovation - The Group integrates its ecosystem and industry resources through the "Co-creation Camp" platform to broaden revenue streams, strengthen industry cooperation, and drive enterprise innovation and development[7](index=7&type=chunk) [Management Discussion and Analysis](index=3&type=section&id=管理層討論與分析) [Revenue](index=3&type=section&id=收入) Total Group revenue decreased by 22.0% to RMB190.3 million, with restaurant operations and delivery revenue declining due to market competition and fewer stores, while food ingredient sales grew by 4.9% Revenue Composition and Changes | Revenue Source | 2025 H1 (RMB millions) | 2024 H1 (RMB millions) | Change (%) | Primary Reason | | :--- | :--- | :--- | :--- | :--- | | Group and its Associates System Revenue | 1,716 | 1,715 | +0.1% | Stable | | Group's Own Brands' Self-operated and Franchised Restaurants System Sales | 274 | 325 | -13.6% | Decrease | | Group Revenue | 190.3 | 244.0 | -22.0% | Intense market competition | | Restaurant Operations Revenue | 71.7 | 116.2 | -38.3% | Intense market competition | | Delivery Business Revenue | 73.6 | 84.9 | -13.3% | Decrease in number of stores | | Sales of Food Ingredients Revenue | 45.0 | 42.9 | +4.9% | Increase | [Cost and Expense Analysis](index=3&type=section&id=成本與費用分析) During the period, major costs and expenses decreased in absolute terms, notably employee benefits and property rental, driven by fewer self-operated stores and cost control, though some expense ratios increased due to lower revenue [Raw Materials and Changes in Inventories of Finished Goods](index=3&type=section&id=製成品之所用原材料及存貨變動) Raw materials and inventory changes decreased by 16.3% to RMB83.5 million, but their percentage of revenue rose from 40.9% to 43.9% due to lower revenue | Indicator | 2025 H1 (RMB millions) | 2024 H1 (RMB millions) | Change (%) | Percentage of Revenue (2025 vs 2024) | | :--- | :--- | :--- | :--- | :--- | | Raw Materials and Changes in Inventories of Finished Goods | 83.5 | 99.8 | -16.3% | 43.9% vs 40.9% | [Online Platform Service and Delivery Fees](index=3&type=section&id=線上平台服務費及配送費) Online platform service and delivery fees decreased by 16.8% to RMB13.4 million, primarily due to reduced delivery revenue | Indicator | 2025 H1 (RMB millions) | 2024 H1 (RMB millions) | Change (%) | | :--- | :--- | :--- | :--- | | Online Platform Service and Delivery Fees | 13.4 | 16.1 | -16.8% | [Employee Benefit Expenses](index=3&type=section&id=僱員福利開支) Employee benefit expenses significantly decreased by 27.7% to RMB55.1 million, mainly due to fewer self-operated stores, reduced staff hours, and cost control, with its revenue percentage also declining | Indicator | 2025 H1 (RMB millions) | 2024 H1 (RMB millions) | Change (%) | Percentage of Revenue (2025 vs 2024) | | :--- | :--- | :--- | :--- | :--- | | Employee Benefit Expenses | 55.1 | 76.2 | -27.7% | 29.0% vs 31.2% | [Depreciation of Right-of-Use Assets](index=4&type=section&id=使用權資產折舊) Depreciation of right-of-use assets decreased by 18.4% to RMB24.8 million, but its percentage of revenue slightly increased from 12.5% to 13.0% due to lower revenue and fewer self-operated stores | Indicator | 2025 H1 (RMB millions) | 2024 H1 (RMB millions) | Change (%) | Percentage of Revenue (2025 vs 2024) | | :--- | :--- | :--- | :--- | :--- | | Depreciation of Right-of-Use Assets | 24.8 | 30.4 | -18.4% | 13.0% vs 12.5% | [Depreciation and Amortization of Other Assets](index=4&type=section&id=其他資產折舊及攤銷) Depreciation and amortization of other assets decreased by 24.7% to RMB6.7 million, with its percentage of revenue remaining stable between 3.5% and 3.6% | Indicator | 2025 H1 (RMB millions) | 2024 H1 (RMB millions) | Change (%) | Percentage of Revenue (2025 vs 2024) | | :--- | :--- | :--- | :--- | :--- | | Depreciation and Amortization of Other Assets | 6.7 | 8.9 | -24.7% | 3.5% vs 3.6% | [Property Rental and Related Expenses](index=4&type=section&id=物業租金及其他相關開支) Property rental and related expenses significantly decreased by 43.9% to RMB4.6 million, primarily due to store closures and relocation to lower-rent sites, with its revenue percentage also decreasing | Indicator | 2025 H1 (RMB millions) | 2024 H1 (RMB millions) | Change (%) | Percentage of Revenue (2025 vs 2024) | | :--- | :--- | :--- | :--- | :--- | | Property Rental and Related Expenses | 4.6 | 8.2 | -43.9% | 2.4% vs 3.4% | [Other Expenses](index=4&type=section&id=其他開支) Other expenses decreased by 17.8% to RMB18.5 million, mainly due to reduced routine maintenance, but its percentage of revenue slightly increased from 9.2% to 9.7% due to lower revenue | Indicator | 2025 H1 (RMB millions) | 2024 H1 (RMB millions) | Change (%) | Percentage of Revenue (2025 vs 2024) | | :--- | :--- | :--- | :--- | :--- | | Other Expenses | 18.5 | 22.5 | -17.8% | 9.7% vs 9.2% | [Share of Profits / (Losses) of Associates](index=4&type=section&id=應佔聯營公司溢利%2F%28虧損%29) Share of profits from associates turned from a loss of RMB5.8 million in H1 2024 to a profit of RMB5.9 million in H1 2025, driven by strong-performing brands Share of Profits / (Losses) of Associates | Indicator | 2025 H1 (RMB millions) | 2024 H1 (RMB millions) | Change | | :--- | :--- | :--- | :--- | | Share of Profits / (Losses) of Associates | 5.9 (Profit) | (5.8) (Loss) | Turnaround from loss to profit | [Net Finance Costs](index=4&type=section&id=財務費用淨額) Net finance costs slightly increased from RMB23.9 million in H1 2024 to RMB24.3 million in H1 2025, primarily due to higher convertible bond interest Net Finance Costs | Indicator | 2025 H1 (RMB millions) | 2024 H1 (RMB millions) | Change (%) | | :--- | :--- | :--- | :--- | | Net Finance Costs | 24.3 | 23.9 | +1.7% | [Income Tax Expense](index=5&type=section&id=所得稅費用) Income tax expense slightly increased from RMB0.5 million in H1 2024 to RMB0.6 million in H1 2025 Income Tax Expense | Indicator | 2025 H1 (RMB millions) | 2024 H1 (RMB millions) | Change (%) | | :--- | :--- | :--- | :--- | | Income Tax Expense | 0.6 | 0.5 | +20.0% | [Loss for the Period](index=5&type=section&id=期內虧損) The Group's loss for the period narrowed by 22.3% to RMB36.2 million, primarily due to reduced operating losses and increased profits from associates Loss for the Period | Indicator | 2025 H1 (RMB millions) | 2024 H1 (RMB millions) | Change (%) | | :--- | :--- | :--- | :--- | | Loss for the Period | (36.2) | (46.6) | -22.3% | [Non-GAAP Financial Measures](index=5&type=section&id=非公認會計準則財務計量) [Adjusted Loss for the Period](index=5&type=section&id=期內經調整虧損) The Group presents adjusted loss for the period as a non-GAAP financial measure, excluding convertible bond interest to reflect core operating performance, with H1 2025 adjusted loss narrowing by 42.3% to RMB15.4 million Reconciliation of Loss for the Period to Adjusted Loss for the Period | Indicator | 2025 H1 (RMB thousands) | 2024 H1 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Loss for the Period | (36,167) | (46,569) | -22.3% | | Convertible Bond Interest | 20,748 | 19,869 | +4.4% | | Adjusted Loss for the Period | (15,419) | (26,700) | -42.3% | - This non-GAAP financial measure has limitations as an analytical tool and should be considered a supplement to, not a substitute for, financial performance analysis prepared in accordance with Hong Kong Financial Reporting Standards, and may not be comparable to similarly titled measures presented by other companies[4](index=4&type=chunk)[20](index=20&type=chunk) [Future Outlook](index=7&type=section&id=未來前景) [Future Development Strategy](index=7&type=section&id=未來發展戰略) Despite intense industry competition, the Group remains confident in its long-term growth potential, focusing on enhancing brand value, optimizing self-operated businesses, leveraging brand capitalization, and exploring diverse investment models for value creation and shareholder returns - The Group will continue to develop its core capabilities to achieve value creation and shareholder returns, despite intense competition in the catering industry, maintaining a firm belief in long-term growth potential[28](index=28&type=chunk) - Strategic deployments include enhancing brand enterprise value and optimizing the performance of self-operated businesses to contribute to Group profits[29](index=29&type=chunk) - Leveraging the capitalization process of high-quality brands to achieve value enhancement and cash inflow[29](index=29&type=chunk) - Exploring diversified investment empowerment models, including store investments, to expand business growth points[28](index=28&type=chunk) [Condensed Consolidated Interim Statement of Comprehensive Income](index=8&type=section&id=中期簡明綜合全面收益表) [Analysis of Comprehensive Income](index=8&type=section&id=綜合全面收益分析) For the six months ended June 30, 2025, the Group's loss for the period narrowed to RMB36,167 thousands from RMB46,569 thousands, driven by a 22.0% revenue decrease, reduced other income and expenses, and a shift to profit from associates Summary of Condensed Consolidated Interim Statement of Comprehensive Income | Indicator | 2025 H1 (RMB thousands) | 2024 H1 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 190,271 | 243,952 | -22.0% | | Other Income | 5,513 | 10,290 | -46.4% | | Raw Materials and Changes in Inventories of Finished Goods | (83,533) | (99,802) | -16.3% | | Online Platform Service and Delivery Fees | (13,403) | (16,079) | -16.8% | | Employee Benefit Expenses | (55,144) | (76,163) | -27.7% | | Depreciation of Right-of-Use Assets | (24,826) | (30,444) | -18.4% | | Depreciation and Amortization of Other Assets | (6,660) | (8,869) | -24.7% | | Property Rental and Related Expenses | (4,578) | (8,181) | -43.9% | | Other Expenses | (18,491) | (22,464) | -17.8% | | Share of Profits / (Losses) of Associates | 5,914 | (5,793) | Turnaround from loss to profit | | Loss Before Tax | (35,569) | (46,119) | -22.9% | | Loss for the Period | (36,167) | (46,569) | -22.3% | | Loss Per Share (RMB cents) Attributable to Equity Holders of the Company | (2.08) | (2.86) | -27.3% | - Other comprehensive income for the period turned from a loss of RMB3,195 thousands in H1 2024 to a gain of **RMB6,153 thousands** in H1 2025, primarily due to exchange differences arising from the translation of overseas operations[32](index=32&type=chunk) [Condensed Consolidated Interim Statement of Financial Position](index=10&type=section&id=中期簡明綜合資產負債表) [Analysis of Financial Position](index=10&type=section&id=綜合資產負債分析) As of June 30, 2025, total Group assets decreased to RMB772,973 thousands, with reduced right-of-use assets and associate investments, while total current liabilities reached RMB911,689 thousands, primarily convertible bonds, and total deficit expanded to RMB250,191 thousands Summary of Condensed Consolidated Interim Statement of Financial Position | Indicator | 2025 June 30 (RMB thousands) | 2024 Dec 31 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | **Assets** | | | | | Total Non-Current Assets | 610,750 | 648,936 | -5.9% | | Total Current Assets | 162,223 | 152,746 | +6.2% | | Total Assets | 772,973 | 801,682 | -3.6% | | **Liabilities** | | | | | Total Current Liabilities | 911,689 | 897,680 | +1.6% | | Total Non-Current Liabilities | 111,475 | 124,179 | -10.3% | | Total Liabilities | 1,023,164 | 1,021,859 | +0.1% | | **Equity** | | | | | Deficit Attributable to Equity Holders of the Company | (276,475) | (249,626) | +10.8% (Deficit expanded) | | Non-Controlling Interests | 26,284 | 29,449 | -10.8% | | Total Deficit | (250,191) | (220,177) | +13.6% (Deficit expanded) | - As of June 30, 2025, right-of-use assets amounted to **RMB69.3 million**, a decrease from RMB95.3 million as of December 31, 2024[21](index=21&type=chunk)[33](index=33&type=chunk) - As of June 30, 2025, inventories amounted to **RMB18.0 million**, a decrease from RMB23.3 million as of December 31, 2024, with inventory turnover days slightly increasing from 43 to **45 days**[22](index=22&type=chunk)[33](index=33&type=chunk) - As of June 30, 2025, total lease liabilities were **RMB80.0 million**, a **22.9% decrease** from RMB103.8 million as of December 31, 2024, primarily due to rental payments for existing leases and the closure of some stores in H1[27](index=27&type=chunk)[34](index=34&type=chunk) [Notes to the Condensed Consolidated Interim Financial Information](index=12&type=section&id=簡明綜合中期財務資料附註) [Basis of Preparation](index=12&type=section&id=編製基準) The condensed consolidated interim financial information is prepared under HKAS 34 and Listing Rules Appendix D2 on a going concern basis, despite current liabilities exceeding current assets by RMB749,466 thousands, as convertible bond maturity extension ensures sufficient funds for the next 12 months - The condensed consolidated interim financial information is 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 Appendix D2 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[35](index=35&type=chunk) - As of June 30, 2025, the Group's current liabilities exceeded its current assets by **RMB749,466 thousands**[36](index=36&type=chunk) - The original maturity date of the convertible bonds has been extended by **25 months** to **December 23, 2027**, through a supplemental deed, with the repayment dates for all accrued interest being similarly deferred[36](index=36&type=chunk) - Based on the extension arrangement and the Group's ability to generate net cash inflows from its future operating and investing activities, the directors believe the Group has sufficient funds to meet its debt obligations for the next 12 months, thus preparing the financial information on a going concern basis[37](index=37&type=chunk) [Principal Accounting Policies](index=12&type=section&id=主要會計政策) The condensed consolidated interim financial information is prepared on a historical cost basis, except for fair value financial assets, with HKAS 21 (Revised) 'Lack of Exchangeability' having no material impact, and IFRS 18 expected to broadly affect future financial statement presentation and disclosure - The condensed consolidated interim financial information is prepared on a historical cost basis, except for financial assets at fair value through profit or loss, which are measured at fair value[38](index=38&type=chunk) - The Group first applied Hong Kong Accounting Standard 21 (Revised) "Lack of Exchangeability" from January 1, 2025, but this revision is not relevant to the Group and is not expected to have a material impact[38](index=38&type=chunk)[39](index=39&type=chunk) - Hong Kong Financial Reporting Standard 18 "Presentation and Disclosure in Financial Statements" will be effective from January 1, 2027, and is expected to have certain pervasive impacts on the presentation and disclosure of the Group's financial statements[41](index=41&type=chunk) [Revenue and Segment Information](index=13&type=section&id=收入及分部資料) Operating segment information is not presented as key operating decisions are based on overall Group performance; revenue details show declines in restaurant operations and delivery, slight growth in food ingredient sales, with China as the primary market and no single external customer accounting for over 10% of revenue - The key operating decision-makers focus on the overall operating performance of the Group, thus no operating segment information is presented[42](index=42&type=chunk) Revenue Details from Customer Contracts | Revenue Source | 2025 H1 (RMB thousands) | 2024 H1 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Restaurant Operations | 71,696 | 116,163 | -38.3% | | Delivery Business | 73,567 | 84,865 | -13.3% | | Sales of Food Ingredients | 45,008 | 42,924 | +4.9% | | Total | 190,271 | 243,952 | -22.0% | - The Group's primary market is China, with sales to overseas customers contributing less than **10%** of revenue, and no single external customer's transaction revenue accounting for **10% or more** of the Group's total revenue[43](index=43&type=chunk)[44](index=44&type=chunk) [Other Income](index=14&type=section&id=其他收入) Other income decreased by 46.4% to RMB5,513 thousands, primarily due to reduced franchise and management service income, alongside a significant drop in government grants Other Income Details | Other Income Source | 2025 H1 (RMB thousands) | 2024 H1 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Franchise Income | 3,561 | 7,703 | -53.8% | | Government Grants | — | 220 | -100.0% | | Investment Income from Wealth Management Products | 169 | 79 | +113.9% | | Management Service Income | 1,066 | 1,733 | -38.5% | | Loan Interest Income | 162 | 159 | +1.9% | | Others | 555 | 396 | +40.2% | | Total | 5,513 | 10,290 | -46.4% | - Government grants primarily consist of tax refunds obtained under relevant tax policies and amortization of deferred government grants related to assets[45](index=45&type=chunk) - Management service income mainly includes service fees received by the Group for providing commercial, management, and administrative support services[46](index=46&type=chunk) [Other Expenses](index=14&type=section&id=其他開支) Total other expenses decreased by 17.8% to RMB18,491 thousands, mainly due to reductions in routine maintenance, advertising and marketing, and business development expenses Other Expenses Details | Other Expense Item | 2025 H1 (RMB thousands) | 2024 H1 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Routine Maintenance Expenses | 4,006 | 7,419 | -46.0% | | Advertising and Marketing Expenses | 2,387 | 2,952 | -19.2% | | Business Development Expenses | 2,951 | 3,940 | -25.0% | | Professional Service Fees | 2,409 | 2,427 | -0.7% | | Auditor's Remuneration — Audit Services | 900 | 900 | 0.0% | | Other Expenses | 5,838 | 4,826 | +21.0% | | Total Other Expenses | 18,491 | 22,464 | -17.8% | [Income Tax Expense (Notes)](index=15&type=section&id=所得稅費用) Income tax expense increased from RMB450 thousands in H1 2024 to RMB598 thousands in H1 2025, primarily due to higher withholding tax on dividends from associates Income Tax Expense Details | Income Tax Item | 2025 H1 (RMB thousands) | 2024 H1 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Current Income Tax | 421 | 50 | +742.0% | | Deferred Tax | 177 | 400 | -55.8% | | Total | 598 | 450 | +32.9% | - Hong Kong profits tax operates under a two-tiered system, with eligible entities taxed at **8.25%** on the first HKD2 million of profits and **16.5%** on the remainder; Chinese subsidiaries are subject to a corporate income tax rate of **25%**[50](index=50&type=chunk)[51](index=51&type=chunk) - In H1 2025, a **10% withholding tax** of **RMB379 thousands** was incurred on dividends received from Chinese associates[48](index=48&type=chunk)[52](index=52&type=chunk) [Loss for the Period (Notes)](index=16&type=section&id=期內虧損_附註) The Group's loss for the period is stated after deducting total depreciation and amortization of RMB31,486 thousands and total property rental and related expenses of RMB4,578 thousands Items Deducted/Included in Loss for the Period | Deducted/Included Item | 2025 H1 (RMB thousands) | 2024 H1 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Total Depreciation and Amortization | 31,486 | 39,313 | -19.9% | | Total Property Rental and Related Expenses | 4,578 | 8,181 | -43.9% | | Auditor's Remuneration — Audit Services | 900 | 900 | 0.0% | [Dividends](index=16&type=section&id=股息) The Board has resolved not to declare an interim dividend for the six months ended June 30, 2025 - The Board resolved not to declare an interim dividend for the six months ended June 30, 2025 (2024: nil)[54](index=54&type=chunk) [Loss Per Share](index=16&type=section&id=每股虧損) Basic and diluted loss per share both narrowed to RMB(2.08) cents from RMB(2.86) cents, with no assumption of issuing potentially dilutive ordinary shares due to their anti-dilutive effect Loss Per Share | Indicator | 2025 H1 (RMB cents) | 2024 H1 (RMB cents) | Change (%) | | :--- | :--- | :--- | :--- | | Basic Loss Per Share | (2.08) | (2.86) | -27.3% | | Diluted Loss Per Share | (2.08) | (2.86) | -27.3% | - Basic loss per share is calculated based on the loss for the period attributable to equity holders of the Company of **RMB32,859 thousands** and the weighted average number of ordinary shares in issue of **1,578,664,000 shares** during the period[55](index=55&type=chunk) - In calculating diluted loss per share, no potentially dilutive ordinary shares were assumed to be issued as they had an anti-dilutive effect, which would reduce the loss per share[55](index=55&type=chunk) [Trade and Other Receivables](index=17&type=section&id=應收貿易及其他款項) As of June 30, 2025, net trade and other receivables slightly decreased to RMB60,719 thousands, with trade receivables increasing and other receivables decreasing Net Trade and Other Receivables | Indicator | 2025 June 30 (RMB thousands) | 2024 Dec 31 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Net Trade and Other Receivables | 60,719 | 62,321 | -2.6% | | Net Trade Receivables (Current) | 9,461 | 7,720 | +22.6% | | Net Other Receivables (Current) | 46,458 | 45,489 | +2.1% | | Net Other Receivables (Non-Current) | 4,800 | 9,112 | -47.3% | - The aging analysis of trade receivables at the end of the reporting period by invoice date shows **RMB5,061 thousands** within 6 months and **RMB6,094 thousands** between 6 months and 1 year[56](index=56&type=chunk) [Trade and Other Payables](index=18&type=section&id=應付貿易及其他款項) As of June 30, 2025, total trade and other payables slightly decreased to RMB114,603 thousands, with trade payables reducing and turnover days improving from 79 to 76 Trade and Other Payables | Indicator | 2025 June 30 (RMB thousands) | 2024 Dec 31 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Trade Payables | 33,680 | 36,649 | -8.1% | | Other Payables and Accruals | 80,923 | 79,633 | +1.6% | | Total | 114,603 | 116,282 | -1.4% | - Trade payables turnover days decreased from **79 days** for the year ended December 31, 2024, to **76 days** for the six months ended June 30, 2025[24](index=24&type=chunk) [Borrowings](index=18&type=section&id=借款) As of June 30, 2025, total Group borrowings increased by 81.4% to RMB37,839 thousands, primarily due to a significant rise in related party borrowings, with the weighted average annual interest rate increasing from 5.16% to 5.58% Borrowings Composition and Changes | Borrowing Type | 2025 June 30 (RMB thousands) | 2024 Dec 31 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Secured Bank Borrowings | 2,600 | 1,600 | +62.5% | | Unsecured and Unguaranteed Bank Borrowings | 10,000 | 10,000 | 0.0% | | Borrowings from Related Parties | 25,239 | 9,260 | +172.6% | | Total Borrowings | 37,839 | 20,860 | +81.4% | - As of June 30, 2025, the weighted average annual interest rate for borrowings was **5.58%**, higher than **5.16%** as of December 31, 2024[58](index=58&type=chunk) - As of June 30, 2025, bank borrowings of **RMB2,600 thousands** were guaranteed by a third party[58](index=58&type=chunk) [Convertible Bonds](index=19&type=section&id=可換股債券) As of June 30, 2025, total convertible bonds and related interest increased to RMB658,482 thousands due to accrued interest and exchange rate changes; though fully classified as current liabilities, their maturity has been extended to December 23, 2027 Changes in Convertible Bond Components | Indicator | 2025 June 30 (RMB thousands) | 2024 Dec 31 (RMB thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Total Convertible Bonds and Related Interest | 658,482 | 647,780 | +1.6% | - According to Note 1, as the original maturity date of these convertible bonds falls within 12 months from the respective statement of financial position dates, their entire carrying amount is presented as current liabilities as of June 30, 2025, and December 31, 2024[58](index=58&type=chunk) - In H1 2025, convertible bond interest expense amounted to **RMB20,748 thousands**, calculated using the effective interest method[60](index=60&type=chunk) [Events After Reporting Period](index=20&type=section&id=結算日後事項) Subsequent to the reporting period, a wholly-owned subsidiary signed an agreement on July 31, 2025, to dispose of a 1.71% equity interest in Guangzhou Yujian Xiaomian Catering Co., Ltd. for RMB48,000 thousands, expecting a pre-tax gain of approximately RMB42,000 thousands - A wholly-owned subsidiary of the Group signed an agreement to dispose of a **1.71%** equity interest in Guangzhou Yujian Xiaomian Catering Co., Ltd. for a total consideration of **RMB48,000 thousands**[61](index=61&type=chunk) - This equity disposal is expected to generate a pre-tax gain of approximately **RMB42,000 thousands**[61](index=61&type=chunk) [Review](index=20&type=section&id=審閱) The condensed consolidated interim financial information has not been audited by the company's auditor but has been reviewed by the audit committee - The condensed consolidated interim financial information is unaudited but has been reviewed by the Company's Audit Committee[62](index=62&type=chunk) [Other Information](index=21&type=section&id=其他資料) [Interim Dividends](index=21&type=section&id=中期股息) The Board has resolved not to declare an interim dividend for the six months ended June 30, 2025 - The Board resolved not to declare an interim dividend for the six months ended June 30, 2025 (2024: nil)[63](index=63&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=21&type=section&id=流動資金%2C%20財務資源及資本結構) As of June 30, 2025, the Group's total deficit expanded to RMB250.2 million, with current liabilities significantly exceeding current assets, resulting in a current ratio of 0.18; however, the Board believes sufficient funds exist for the next 12 months due to convertible bond extension and future cash flow generation Overview of Liquidity and Capital Structure | Indicator | 2025 June 30 (RMB millions) | 2024 Dec 31 (RMB millions) | Change | | :--- | :--- | :--- | :--- | | Total Deficit | 250.2 | 220.2 | Expanded | | Current Assets | 162.2 | 152.7 | Increased | | Current Liabilities | 911.7 | 897.7 | Increased | | Current Ratio | 0.18 | 0.17 | Slightly increased | | Outstanding Borrowings | 37.8 | 20.9 | Increased | | Cash and Cash Equivalents | 24.3 | 21.3 | Increased | | Net Cash to Equity Ratio | 0.054 | -0.002 | Improved | | Outstanding Convertible Bonds | 658.5 | 647.8 | Increased | - The Group's liquidity primarily depends on its ability to maintain sufficient operating cash inflows and secure adequate financing to repay maturing debts[64](index=64&type=chunk) - Considering the convertible bond extension arrangement and the Group's ability to generate net cash inflows from its future operating and investing activities, the directors believe the Company has sufficient funds to meet its debt obligations and capital expenditure requirements for the next 12 months[65](index=65&type=chunk) [Capital Commitments](index=21&type=section&id=資本承擔) As of June 30, 2025, the Group had no significant capital commitments for property, plant, and equipment contracted but not provided for in the consolidated financial statements - As of June 30, 2025, the Group had no capital expenditure contracted but not provided for in the consolidated financial statements regarding property, plant, and equipment[66](index=66&type=chunk) [Material Investments](index=22&type=section&id=重大投資) The Group holds significant investments in 'Yujian Xiaomian' and 'Tianshuilai,' both exceeding 5% of total assets, with 'Yujian Xiaomian' rapidly expanding its noodle restaurant network and 'Tianshuilai' operating over 200 'Baozai Huang' stores, aiming to enhance investment returns through a multi-brand matrix and internal controls - The Group's material investments include Guangzhou Yujian Xiaomian Catering Co., Ltd. ("Yujian Xiaomian") and Tianshuilai (Beijing) Catering Trade Management Co., Ltd. ("Tianshuilai"), with the carrying values of these investments each exceeding **5%** of the Group's total assets[67](index=67&type=chunk) Overview of Material Investments (as of June 30, 2025) | Investment Project | Equity Interest | Carrying Value Accounted for by Equity Method (RMB millions) | Carrying Value as % of Group's Total Assets | | :--- | :--- | :--- | :--- | | "Yujian Xiaomian" | 17.16% | 61.1 | 7.9% | | "Tianshuilai" | 25.03% | 52.4 | 6.8% | - "Yujian Xiaomian"'s store network rapidly expanded from **170 stores** as of December 31, 2022, to **360 stores** as of December 31, 2024[69](index=69&type=chunk) - "Tianshuilai" operates the "Baozai Huang" brand, with over **200 stores** nationwide as of December 31, 2024, primarily self-operated[70](index=70&type=chunk) - The Group has established a multi-brand investment matrix based on cross-regional, cross-industry, and diversified business formats, aiming to enhance investment returns and achieve value appreciation[70](index=70&type=chunk) [Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures](index=23&type=section&id=重大收購及出售附屬公司%2C%20聯營公司及合資公司) For the six months ended June 30, 2025, the Group had no material acquisitions or disposals of subsidiaries, associates, or joint ventures - For the six months ended June 30, 2025, the Group had no material acquisitions or disposals of subsidiaries, associates, or joint ventures[71](index=71&type=chunk) [Future Plans for Material Investments and Capital Assets](index=23&type=section&id=重大投資及資本資產的未來計劃) As of the announcement date, the Group currently has no definite plans for material investments and capital assets - As of the announcement date, the Group currently has no definite plans for material investments and capital assets[72](index=72&type=chunk) [Pledge of Assets](index=23&type=section&id=資產抵押) As of June 30, 2025, the Group had no pledge of assets - As of June 30, 2025, the Group had no pledge of assets[73](index=73&type=chunk) [Contingent Liabilities](index=23&type=section&id=或然負債) As of June 30, 2025, the Group had no material contingent liabilities - As of June 30, 2025, the Group had no material contingent liabilities[74](index=74&type=chunk) [Gearing Ratio](index=23&type=section&id=資產負債比率) As of June 30, 2025, the Group's gearing ratio increased to 159% from 152% as of December 31, 2024, reflecting a relatively higher debt level Gearing Ratio | Indicator | 2025 June 30 | 2024 Dec 31 | Change | | :--- | :--- | :--- | :--- | | Gearing Ratio | 159% | 152% | Increased | - The gearing ratio is calculated as net debt divided by total capital, where net debt includes total borrowings (comprising current and non-current borrowings and convertible bonds) less cash and cash equivalents[75](index=75&type=chunk) [Foreign Exchange Risk](index=23&type=section&id=外匯風險) The Group's operations are primarily conducted in HKD and RMB, exposing it to foreign exchange risk from transactions denominated in other currencies, with no forward contracts entered into during the period to hedge this risk - The Group's operations are primarily conducted in Hong Kong Dollars and Renminbi, and transactions denominated in currencies other than Hong Kong Dollars and Renminbi are subject to foreign exchange risk[76](index=76&type=chunk) - For the six months ended June 30, 2025, the Group did not enter into any forward contracts to hedge its foreign exchange risk[76](index=76&type=chunk) [Human Resources](index=23&type=section&id=人力資源) As of June 30, 2025, the Group's headcount decreased to approximately 1,303 from 1,582, maintaining good employee relations, providing training, benefits, and incentive schemes, with remuneration based on performance, experience and market conditions Employee Headcount | Indicator | 2025 June 30 | 2024 Dec 31 | Change | | :--- | :--- | :--- | :--- | | Employee Headcount | 1,303 | 1,582 | Decreased | - The Group maintains good employee relations and provides adequate training, competitive benefits, and incentive schemes for its employees[77](index=77&type=chunk) - Employee remuneration is determined based on their performance, professional experience, and prevailing market conditions, including salaries and performance-based bonuses[77](index=77&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=24&type=section&id=購買%2C%20出售或贖回本公司之上市證券) For the six months ended June 30, 2025, neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[78](index=78&type=chunk) [Compliance with Corporate Governance Code](index=24&type=section&id=遵守企業管治守則) For the six months ended June 30, 2025, the Company complied with the effective code provisions in Part 2 of the Corporate Governance Code set out in Appendix C1 to the Listing Rules - For the six months ended June 30, 2025, the Company complied with the effective code provisions in Part 2 of the Corporate Governance Code set out in Appendix C1 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[79](index=79&type=chunk) [Standard Code for Directors' Securities Transactions](index=24&type=section&id=董事進行證券交易須遵守的標準守則) The Company adopted the Standard Code for Securities Transactions by Directors of Listed Issuers in Appendix C3 of the Listing Rules, and all directors confirmed compliance during the reporting period - The Company has adopted the Standard Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules as the code for all securities transactions by directors and relevant employees of the Company[80](index=80&type=chunk) - The Company has made specific enquiries to all directors, and all directors confirmed their compliance with the Standard Code throughout the six months ended June 30, 2025[80](index=80&type=chunk) [Events After the Reporting Period (Balance Sheet Date)](index=24&type=section&id=資產負債表日後事項) Except for the convertible bond extension disclosed in Note 1, no material events occurred after June 30, 2025, up to the announcement date - Except for the matters disclosed in Note 14 to the Company's condensed consolidated financial results, no material events occurred after June 30, 2025, up to the date of this announcement[81](index=81&type=chunk) [Audit Committee](index=24&type=section&id=審核委員會) The Group's unaudited interim results for the six months ended June 30, 2025, were reviewed by the Audit Committee, including all independent non-executive directors, discussing accounting principles, internal controls, and financial reporting matters, though not audited by the company's auditor - The Group's unaudited interim results for the six months ended June 30, 2025, have not been reviewed by the Company's auditor but have been reviewed by the Company's Audit Committee, which includes all independent non-executive directors of the Company[82](index=82&type=chunk) - The Company's Audit Committee also reviewed the accounting principles and practices adopted by the Group and discussed matters relating to internal controls and financial reporting with management[82](index=82&type=chunk) [Interim Report](index=25&type=section&id=中期報告) This announcement has been published on the websites of The Stock Exchange of Hong Kong Limited and the Company, with the interim report for the six months ended June 30, 2025, to be dispatched to shareholders and available online in due course - This results announcement has been published on the websites of The Stock Exchange of Hong Kong Limited and the Company[83](index=83&type=chunk) - The Company's interim report for the six months ended June 30, 2025, will be dispatched to the Company's shareholders in due course and will be available for review on the websites of The Stock Exchange of Hong Kong Limited and the Company[83](index=83&type=chunk) [Board of Directors](index=25&type=section&id=董事會) As of the announcement date, the Board comprises three executive directors (Mr. Zhao Linghuan, Mr. Wang Xiaolong, and Mr. Jing Shen) and three independent non-executive directors (Mr. Leung Kwai Kei, Mr. Law Wai Yan, and Ms. Zhuo Ping) - As of the date of this announcement, the Board comprises three executive directors (Mr. Zhao Linghuan, Mr. Wang Xiaolong, and Mr. Jing Shen) and three independent non-executive directors (Mr. Leung Kwai Kei, Mr. Law Wai Yan, and Ms. Zhuo Ping)[85](index=85&type=chunk)

Core Viewpoint - Baifu Holdings plans to sell 1.70% of its stake in Yujian Xiaomian for 48 million yuan, reducing its ownership from 17.16% to 15.46% [1][3] Company Summary - The three individual investors acquiring the shares are Du Ming, Gu Dongsheng, and Wei Chuanfa, with Gu already holding 7.73% of Yujian Xiaomian [3] - Baifu Holdings views the Chinese restaurant industry as being in a growth phase, and the sale is intended to recoup initial investment costs and seek new investment opportunities [3] - Despite the sale, Baifu Holdings considers its remaining stake in Yujian Xiaomian as a strategic investment and has no plans to dispose of the remaining shares [3] - Baifu Holdings initially invested 25 million yuan in Yujian Xiaomian in November 2016, followed by additional investments in February 2020 and March 2021 [3] Industry Summary - Yujian Xiaomian, founded in Guangzhou in 2014, specializes in Sichuan and Chongqing-style noodles and ranked fourth in market share among Chinese noodle restaurants last year [4] - Yujian Xiaomian's revenue for 2024 is projected to be 1.154 billion yuan, with a net profit of 60.7 million yuan [4] - Baifu Holdings primarily generates revenue through investments and operations in the restaurant and food brands sector, with a total of 1,171 brand outlets by the end of 2024 [4][6] - Baifu Holdings reported a 22.3% decline in revenue to 474 million yuan for 2024, with a net loss of 242 million yuan, attributed to intense market competition and strategic transformation [6] - The company faces liquidity challenges, with current assets of 153 million yuan and cash equivalents of only 21.3 million yuan, leading to a current ratio of 0.17 [6]

Group 1 - Yum China reported strong Q2 performance with record operating profit and revenue, achieving a 14% year-on-year increase in operating profit and a total revenue of $2.8 billion, up 4% year-on-year [2] - The company added 336 new stores in Q2, bringing the total to 16,978, with KFC accounting for 12,238 and Pizza Hut for 3,864 [2] - CEO Joey Wat emphasized the competitive nature of the Chinese market and stated that the company will not engage in "buying sales" strategies [2] Group 2 - Baifu Holdings announced the sale of a 1.71% stake in Guangzhou Yujian Xiaomian for 48 million yuan, reducing its ownership from approximately 17.16% to 15.46% [3] - The transaction was completed on August 5, 2025, and the target company will continue to be accounted for as an associate [3] Group 3 - Meituan launched a support plan for small and medium-sized merchants, aiming to provide financial assistance to over 100,000 small restaurants by the end of the year, with individual support up to 50,000 yuan [6] - The Beijing Catering Industry Association issued a call to resist "involutionary" competition, highlighting its negative impact on market order and sustainable development [8]