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南方通信(01617) - 致登记股东之通知信函及更改申请表格
2025-09-26 08:41
(Stock Code 股份代號:1617) NOTIFICATION LETTER 通知信函 26 September 2025 Nanfang Communication Holdings Limited 南方通信控股有限公司 (Incorporated in the Cayman Islands with limited liability) (於開曼群島註冊成立的有限公司) – Notice of Publication of 2025 Interim Report ("Current Corporate Communication") on the Company's website The English and Chinese versions of the Company's Current Corporate Communication are now available on the Company's website at www.jsnfgroup.com and the website of The Stock Exchange of Hong Kong Limited (the " ...
南方通信(01617) - 2025 - 中期财报
2025-09-26 08:37
Company Information [Board of Directors and Corporate Structure](index=3&type=section&id=Board%20of%20Directors%20and%20Corporate%20Structure) The company's board saw changes with the passing of an independent non-executive director, a new appointment, and a new chairperson - Independent Non-Executive Director Mr. Hu Yong Quan passed away on **February 17, 2025**[5](index=5&type=chunk) - Ms. Ju He Feng was appointed as an Independent Non-Executive Director on **August 1, 2025**[5](index=5&type=chunk) - Ms. Yu Ru Min was appointed as the Chairperson of the Board and Nomination Committee Chairman effective **July 1, 2025**[56](index=56&type=chunk) - Mr. Yu Jin Lai ceased to be the Chairperson of the Board and Nomination Committee Chairman effective **July 1, 2025**, and ceased to be a member of the Audit Committee effective **August 1, 2025**[54](index=54&type=chunk) Financial Highlights [Interim Financial Performance for H1 2025](index=4&type=section&id=Interim%20Financial%20Performance%20for%20H1%202025) Group revenue decreased by 27.7% to RMB 185.5 million, gross profit slightly down, but gross margin significantly improved to 18.5%, with profit and total comprehensive income increasing substantially Interim Key Financial Indicators | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 185.5 | 256.8 | -27.7% | | Gross Profit | 34.3 | 34.6 | -0.8% | | Gross Margin | 18.5% | 13.5% | +5.0pp | | Profit and Total Comprehensive Income | 26.1 | 5.5 | +374.5% | | Basic Earnings Per Share | RMB 0.016 | RMB 0.003 | +433.3% | | Interim Dividend | Not Recommended | None | - | Management Discussion and Analysis [Business Review](index=5&type=section&id=Business%20Review) The Group, a leading Chinese communications manufacturer, experienced a 27.7% revenue decline but a significant increase in profit and total comprehensive income - The Group recorded revenue of approximately **RMB 185.5 million**, a decrease of approximately **27.7%** compared to the same period in 2024[8](index=8&type=chunk) - Gross profit was approximately **RMB 34.3 million**, a decrease of approximately **0.8%** compared to the same period in 2024[8](index=8&type=chunk) - Profit and total comprehensive income was approximately **RMB 26.1 million**, a significant increase from **RMB 5.5 million** in the same period in 2024[8](index=8&type=chunk) - Basic earnings per share was approximately **RMB 0.016**, a significant increase from **RMB 0.003** in the same period in 2024[8](index=8&type=chunk) [Financial Review](index=5&type=section&id=Financial%20Review) Revenue and cost of sales decreased, gross margin improved due to lower raw material costs, while finance costs rose significantly, leading to a substantial increase in profit [Revenue](index=5&type=section&id=Revenue) Group revenue, primarily from optical cables and color-coated steel plates, decreased by 27.7% year-on-year - Total revenue was approximately **RMB 185.5 million**, a **27.7% decrease** from RMB 256.8 million in the prior year period[9](index=9&type=chunk) - The Group's principal businesses are the manufacturing and sale of optical cables and related equipment, and the processing and sale of color-coated steel plates, which are combined into one reportable and operating segment[9](index=9&type=chunk) [Cost of Sales](index=5&type=section&id=Cost%20of%20Sales) Cost of sales decreased by 31.9% to RMB 151.2 million year-on-year Cost of Sales Comparison | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Cost of Sales | 151.2 | 222.1 | -31.9% | [Gross Profit and Gross Margin](index=5&type=section&id=Gross%20Profit%20and%20Gross%20Margin) Gross profit slightly decreased, but gross margin improved to 18.5% due to a lower proportion of raw material costs Gross Profit and Gross Margin Comparison | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Gross Profit | 34.3 | 34.6 | -0.8% | | Gross Margin | 18.5% | 13.5% | +5.0pp | - The improvement in gross margin was mainly due to a **decrease in the proportion of raw material costs**, leading to a reduction in cost of sales[11](index=11&type=chunk) [Net Other Income, Gains, Expenses and Losses](index=5&type=section&id=Net%20Other%20Income%2C%20Gains%2C%20Expenses%20and%20Losses) Net other income decreased to RMB 7.1 million, mainly due to lower bank interest income and government grants Net Other Income, Gains, Expenses and Losses Comparison | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Net Other Income | 7.1 | 9.5 | -25.3% | - The decrease was mainly due to **lower bank interest income received** and **government grants recognized** during the reporting period[12](index=12&type=chunk) [Selling and Distribution Expenses](index=6&type=section&id=Selling%20and%20Distribution%20Expenses) Selling and distribution expenses decreased by 28.1% to RMB 7.9 million, primarily due to lower freight costs Selling and Distribution Expenses Comparison | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Selling and Distribution Expenses | 7.9 | 11.1 | -28.1% | - The decrease in expenses was primarily due to a **reduction in total freight costs**[13](index=13&type=chunk) [Administrative Expenses](index=6&type=section&id=Administrative%20Expenses) Administrative expenses decreased by 13.9% to RMB 15.0 million, reflecting overall operational and cost control measures Administrative Expenses Comparison | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Administrative Expenses | 15.0 | 17.5 | -13.9% | - The decrease in expenses is consistent with the Group's overall operations and stricter control measures on certain business and marketing expenses[14](index=14&type=chunk) [Research Costs](index=6&type=section&id=Research%20Costs) Research costs slightly increased by 1.9% to RMB 13.7 million Research Costs Comparison | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Research Costs | 13.7 | 13.4 | +1.9% | [Finance Costs](index=6&type=section&id=Finance%20Costs) Finance costs significantly increased by 97.2% to RMB 4.3 million, driven by higher average bank borrowings Finance Costs Comparison | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Finance Costs | 4.3 | 2.2 | +97.2% | - The increase in finance costs was mainly due to an **increase in average bank borrowings** and the **full recognition of all interest expenses** during the reporting period[16](index=16&type=chunk) [Share of Profit of an Associate](index=6&type=section&id=Share%20of%20Profit%20of%20an%20Associate) Share of profit from an associate, primarily in optical fiber manufacturing, increased by 9.5% to RMB 5.7 million Share of Profit of an Associate Comparison | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Share of Profit of an Associate | 5.7 | 5.2 | +9.5% | - The associate is primarily engaged in the **manufacturing and sale of optical fibers**[17](index=17&type=chunk) [Share of Profit of a Joint Venture](index=6&type=section&id=Share%20of%20Profit%20of%20a%20Joint%20Venture) Share of profit from a joint venture, engaged in optical fiber preform manufacturing, decreased by 16.6% to RMB 1.4 million Share of Profit of a Joint Venture Comparison | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Share of Profit of a Joint Venture | 1.4 | 1.7 | -16.6% | - The joint venture is engaged in the **manufacturing and sale of optical fiber preforms**[18](index=18&type=chunk) [Income Tax Credit/(Expense)](index=6&type=section&id=Income%20Tax%20Credit%2F(Expense)) The Group recorded an income tax credit of RMB 0.3 million, primarily from deferred tax asset recognition, a shift from an expense in the prior period Income Tax Credit/Expense Comparison | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | Change | | :--- | :--- | :--- | :--- | | Income Tax Credit/(Expense) | 0.3 (Credit) | 2.3 (Expense) | Shift from expense to credit | - The income tax credit was mainly due to the **recognition of deferred tax assets** by the Group[19](index=19&type=chunk) [Profit and Total Comprehensive Income Attributable to Owners of the Company](index=7&type=section&id=Profit%20and%20Total%20Comprehensive%20Income%20Attributable%20to%20Owners%20of%20the%20Company) Profit and total comprehensive income attributable to owners of the company significantly increased to RMB 26.1 million Profit and Total Comprehensive Income Attributable to Owners of the Company Comparison | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Profit and Total Comprehensive Income | 26.1 | 5.5 | +374.5% | [Liquidity, Financial and Capital Resources](index=7&type=section&id=Liquidity%2C%20Financial%20and%20Capital%20Resources) Operations and capital needs are funded by equity, reserves, bank borrowings, and amounts due to a director, with improved gearing and managed financial risks [Cash and Loan Position](index=7&type=section&id=Cash%20and%20Loan%20Position) Cash and bank balances decreased by 11.5%, while interest-bearing bank borrowings decreased by 28.1%, with all borrowings at floating rates Cash and Loan Position Comparison | Indicator | June 30, 2025 (RMB million) | Dec 31, 2024 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Total Cash and Bank Balances | 358.5 | 405.2 | -11.5% | | Interest-Bearing Bank Borrowings | 259.0 | 360.3 | -28.1% | | Floating Rate Borrowings | 259.0 | 230.2 | +12.5% | | Fixed Rate Borrowings | 0 | 130.1 | -100% | - All bank borrowings are interest-bearing at **floating rates ranging from 2.20% to 3.30% per annum**[23](index=23&type=chunk) - The Group has not encountered any difficulties in complying with its loan covenants and there have been **no defaults**[24](index=24&type=chunk) [Pledged Assets of the Group](index=7&type=section&id=Pledged%20Assets%20of%20the%20Group) Pledged bank deposits for bills payable significantly decreased to RMB 81.1 million Pledged Assets Comparison | Indicator | June 30, 2025 (RMB million) | Dec 31, 2024 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Pledged Bank Deposits | 81.1 | 173.6 | -53.3% | [Gearing Ratio](index=7&type=section&id=Gearing%20Ratio) The Group's gearing ratio significantly improved to 65.4% from 84.5% at the end of 2024 Gearing Ratio Comparison | Indicator | June 30, 2025 | Dec 31, 2024 | Change (pp) | | :--- | :--- | :--- | :--- | | Gearing Ratio | 65.4% | 84.5% | -19.1pp | [Currency Risk](index=8&type=section&id=Currency%20Risk) The Group faces currency risk from foreign currency-denominated balances and borrowings, managed by monitoring exchange rate movements - The Group primarily operates in Mainland China, with sales, production costs, and expenses recorded in **RMB**[27](index=27&type=chunk) - Certain bank deposits, advances, and borrowings are denominated in **foreign currencies**, exposing the Group to currency risk[27](index=27&type=chunk) - Directors manage foreign currency risk by closely monitoring foreign currency exchange rate movements and may use contractual hedging instruments[27](index=27&type=chunk) [Interest Rate Risk](index=8&type=section&id=Interest%20Rate%20Risk) The Group is exposed to fair value and cash flow interest rate risks from fixed and floating rate financial instruments, without derivative hedging - Fair value interest rate risk primarily relates to **fixed-rate bank deposits and borrowings**[28](index=28&type=chunk) - Cash flow interest rate risk arises from **floating-rate financial instruments** such as restricted bank balances, bank balances, and floating-rate bank borrowings[28](index=28&type=chunk) - The Group currently **does not use any derivative instruments** to hedge interest rate risk[28](index=28&type=chunk) [Credit Risk](index=8&type=section&id=Credit%20Risk) Credit risk from trade receivables and bills is managed through credit limits and impairment assessments, with concentration risk from major telecom operators - Credit risk primarily arises from **trade and bills receivables** from customer contracts[29](index=29&type=chunk) - A team is responsible for setting credit limits, monitoring procedures, and performing impairment assessments to estimate expected credit losses[29](index=29&type=chunk) - Credit risk for bank deposits and balances is assessed as **low**[30](index=30&type=chunk) - Approximately **89.3% of trade receivables** are from major PRC telecommunication network operators, indicating a concentration of credit risk[30](index=30&type=chunk) [Liquidity Risk](index=9&type=section&id=Liquidity%20Risk) Management monitors cash flow to maintain funding flexibility through available credit lines and potential new share issuance - Management regularly monitors the Group's cash flow position to ensure **strict control**[32](index=32&type=chunk) - The objective is to maintain funding flexibility through available committed credit facilities and the issuance of new ordinary shares[32](index=32&type=chunk) [Capital Commitments](index=9&type=section&id=Capital%20Commitments) Capital commitments for property, plant, and equipment decreased to RMB 16.6 million Capital Commitments Comparison | Indicator | June 30, 2025 (RMB million) | Dec 31, 2024 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Capital Commitments | 16.6 | 20.1 | -17.4% | [Employees and Remuneration Policy](index=9&type=section&id=Employees%20and%20Remuneration%20Policy) The Group had approximately 310 employees with total staff costs of RMB 15.4 million, offering competitive remuneration and various benefit plans Employees and Remuneration Comparison | Indicator | H1 2025 | H1 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Number of Employees | 310 | 320 | -3.1% | | Staff Costs | RMB 15.4 million | RMB 15.6 million | -1.3% | - The Group participates in various employee benefit plans, including **pension insurance, medical insurance, and personal injury insurance**[34](index=34&type=chunk) - Remuneration packages are reviewed regularly with reference to market practices and legal requirements to remain competitive[34](index=34&type=chunk) [Outlook](index=9&type=section&id=Outlook) Despite short-term pressure, the optical cable industry is showing recovery, with strong growth expected in H2 2025 driven by new technologies and national policies, while the Group focuses on market expansion, R&D, and cost control - In H1 2025, domestic optical cable production decreased by approximately **2.9%**, a significant narrowing of the decline, indicating the industry downturn is entering a convergence period[35](index=35&type=chunk) - China's total optical cable demand is still expected to decrease slightly by approximately **2.2%** for the full year 2025, but global optical fiber and cable demand is projected to maintain **steady growth between 2025 and 2029**[35](index=35&type=chunk)[36](index=36&type=chunk) - Industry development benefits from the rapid advancement of new-generation information technologies such as **5G-A networks, 10-gigabit optical networks, "East-Data-West-Computing" initiatives, cloud computing, and artificial intelligence**[37](index=37&type=chunk) - The Group will deepen cooperation with operators to solidify its core market and actively expand into **non-operator and overseas markets**[38](index=38&type=chunk) - The Group will increase R&D investment, focusing on **high-speed transmission, high-density data center interconnects, and green and low-carbon products** to optimize its product structure[38](index=38&type=chunk) - The Group will continue to strengthen monitoring of raw material procurement costs and supply chain fluctuations, deepen lean production management, and enhance operational efficiency[38](index=38&type=chunk) Other Information [Interim Dividend](index=11&type=section&id=Interim%20Dividend) The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of an interim dividend for the six months ended **June 30, 2025**[40](index=40&type=chunk) [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures](index=11&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20and%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%20and%20Debentures) Several directors and their spouses or as founders/beneficiaries of discretionary trusts held long positions in the company's shares or underlying shares Directors' and Chief Executive's Interests in the Company's Shares and Underlying Shares | Director's Name | Nature of Interest | Number of Shares or Underlying Shares Held (L) | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Ms. Yu Ru Min | Founder of a discretionary trust | 840,000,000 | 51.65 | | | Spouse's interest | 56,184,000 | 3.46 | | | Beneficial owner | 14,784,000 | 0.91 | | Mr. Yu Jin Lai | Beneficiary of a discretionary trust | 840,000,000 | 51.65 | | Ms. Yu Ru Ping | Beneficiary of a discretionary trust | 840,000,000 | 51.65 | | | Beneficial owner | 14,784,000 | 0.91 | | Mr. Shi Ming | Spouse's interest | 854,784,000 | 52.56 | | | Beneficial owner | 56,184,000 | 3.46 | - Ms. Yu Ru Min, as the founder of a family trust, is deemed to have an interest in the **840,000,000 shares** held by Pacific Mind[43](index=43&type=chunk) - Mr. Shi Ming is the spouse of Ms. Yu Ru Min and is deemed to have an interest in the shares held by each other under the SFO[42](index=42&type=chunk) [Substantial Shareholders' and Other Persons' Interests in Shares and Underlying Shares](index=12&type=section&id=Substantial%20Shareholders'%20and%20Other%20Persons'%20Interests%20in%20Shares%20and%20Underlying%20Shares) Pacific Mind Development Limited, UBS TC (Jersey) Limited, and UBS Nominee Limited each held 51.65% of the company's shares, with Mr. Yu Jian Guang holding 52.56% due to spouse's interest Substantial Shareholders' and Other Persons' Interests in the Company's Shares and Underlying Shares | Name/Person | Nature of Interest | Number of Shares or Underlying Shares Held (L) | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Pacific Mind Development Limited | Beneficial owner | 840,000,000 | 51.65 | | UBS TC (Jersey) Limited | Trustee | 840,000,000 | 51.65 | | UBS Nominee Limited | Interest of controlled corporation | 840,000,000 | 51.65 | | Mr. Yu Jian Guang | Spouse's interest | 854,784,000 | 52.56 | - The issued share capital of Pacific Mind is directly owned by UBS Nominee Limited, which is the nominee for a family trust, with UBS TC (Jersey) Limited as the trustee[48](index=48&type=chunk) - Mr. Yu Jian Guang is the spouse of Ms. Yu Ru Ping and is therefore deemed to have an interest in the shares held by Ms. Yu Ru Ping[48](index=48&type=chunk) [Share Option Scheme](index=13&type=section&id=Share%20Option%20Scheme) The share option scheme, adopted in 2016 with a 10-year validity, had its authorized limit fully utilized by December 31, 2022, with no outstanding options - The Share Option Scheme was adopted on **November 24, 2016**, and is valid for **10 years**[50](index=50&type=chunk) - The scheme mandate limit was **fully utilized by December 31, 2022**[50](index=50&type=chunk) - As of **June 30, 2025**, there were **no outstanding share options** available for exercise to subscribe for shares[50](index=50&type=chunk) [Sufficiency of Public Float](index=13&type=section&id=Sufficiency%20of%20Public%20Float) The company maintained a sufficient public float throughout the reporting period and up to the date of this report - The Company maintained a **sufficient public float** throughout the reporting period and up to the date of this report[51](index=51&type=chunk) [Corporate Governance Practices and Other Information](index=13&type=section&id=Corporate%20Governance%20Practices%20and%20Other%20Information) The company adheres to the Corporate Governance Code, having restored compliance with independent non-executive director requirements after a temporary shortfall - The Company has adopted the **Corporate Governance Code** as set out in Appendix C1 to the Listing Rules[52](index=52&type=chunk) - During the reporting period, the number of independent non-executive directors was temporarily **below the minimum required** by Rule 3.10(1) of the Listing Rules[53](index=53&type=chunk) - Following the appointment of Ms. Ju He Feng as an independent non-executive director on **August 1, 2025**, the Company has complied with Rule 3.10(1) of the Listing Rules[53](index=53&type=chunk) [Changes in Directors' Information](index=13&type=section&id=Changes%20in%20Directors'%20Information) Mr. Yu Jin Lai resigned as Board Chairman and Nomination Committee Chairman, and from the Audit Committee, while Ms. Yu Ru Min and Ms. Ju He Feng were appointed to new roles - Mr. Yu Jin Lai ceased to be the Chairperson of the Board and Nomination Committee Chairman effective **July 1, 2025**, and ceased to be a member of the Audit Committee effective **August 1, 2025**[54](index=54&type=chunk) - Ms. Yu Ru Min was appointed as the Chairperson of the Board and Nomination Committee Chairman effective **July 1, 2025**[56](index=56&type=chunk) - Ms. Ju He Feng was appointed as an Independent Non-Executive Director and a member of the Audit Committee effective **August 1, 2025**[56](index=56&type=chunk) [Compliance with the Model Code for Securities Transactions by Directors of Listed Issuers](index=14&type=section&id=Compliance%20with%20the%20Model%20Code%20for%20Securities%20Transactions%20by%20Directors%20of%20Listed%20Issuers) All directors, except the late Mr. Hu Yong Quan, complied with the Model Code for securities transactions during the reporting period - The Company has adopted the **Model Code for Securities Transactions by Directors of Listed Issuers** as set out in Appendix C3 to the Listing Rules[57](index=57&type=chunk) - All Directors, save for the late Mr. Hu Yong Quan, have complied with the required standards set out in the Model Code during the reporting period and up to the date of this report[57](index=57&type=chunk) [Audit Committee](index=14&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors, reviewed the Group's unaudited condensed consolidated financial statements for the period - The Audit Committee comprises three independent non-executive directors: Mr. Chan Kai Wing (Chairman), Mr. Lau Ching Yee, and Ms. Ju He Feng[58](index=58&type=chunk) - The Audit Committee has reviewed the Group's unaudited condensed consolidated financial statements for the six months ended **June 30, 2025**[58](index=58&type=chunk) [Contingent Liabilities and Litigation](index=14&type=section&id=Contingent%20Liabilities%20and%20Litigation) As of the date of this report, the Group had no contingent liabilities or litigation - As of the date of this report, the Group had **no contingent liabilities or litigation**[59](index=59&type=chunk) [Environmental Policies and Performance](index=14&type=section&id=Environmental%20Policies%20and%20Performance) The Group is committed to reducing environmental impact through pollution reduction and resource efficiency, striving for compliance with environmental laws - The Group is committed to reducing the environmental impact of its factories and offices by **minimizing pollution and efficiently utilizing resources**[60](index=60&type=chunk) - The Group strives to comply with relevant environmental laws and regulations and continuously improves its performance[60](index=60&type=chunk) [Key Relationships with Employees, Customers and Suppliers](index=14&type=section&id=Key%20Relationships%20with%20Employees%2C%20Customers%20and%20Suppliers) The Group maintains good relationships with employees, customers, and suppliers, fostering a positive workplace, delivering quality products, and building long-term partnerships - The Group strives to maintain **good relationships with its employees, customers, and suppliers**[61](index=61&type=chunk) - The Group is committed to creating a positive workplace for employees, producing quality products to meet customer requirements, and building long-term relationships with suppliers[61](index=61&type=chunk) [Compliance with Laws and Regulations](index=15&type=section&id=Compliance%20with%20Laws%20and%20Regulations) Except for a temporary non-compliance with independent non-executive director requirements, the Group was unaware of any material non-compliance with laws and regulations - For the six months ended **June 30, 2025**, the Group was unaware of any non-compliance with relevant laws and regulations that had a material impact on it, except for the non-compliance with Rule 3.10(1) of the Listing Rules[63](index=63&type=chunk) - As of the date of this report, following the new appointment of an independent non-executive director, the Company has complied with Rule 3.10(1) of the Listing Rules[64](index=64&type=chunk) [Material Investments](index=15&type=section&id=Material%20Investments) The Group holds significant investments in Southern Optical Fiber, Yingke Optoelectronics, and Source Photonics Group, with a sale agreement for the latter's preferred shares - The Group holds a **49% equity interest** in Jiangsu Southern Optical Fiber Technology Co., Ltd., with a total investment of approximately **RMB 73.5 million** and a share of profit of approximately **RMB 5.7 million**[68](index=68&type=chunk) - The Group holds a **51% equity interest** in Jiangsu Yingke Optoelectronics Technology Co., Ltd., with a total investment of approximately **RMB 38.3 million** and a share of profit of approximately **RMB 1.4 million**[68](index=68&type=chunk) - Pacific Smart, an indirect wholly-owned subsidiary of the Company, holds **8,235,293 Series A Preferred Shares** in Source Photonics Group, representing approximately **4.00% equity interest**, with a fair value of approximately **RMB 179.5 million**[65](index=65&type=chunk)[68](index=68&type=chunk) - A sale and purchase agreement has been entered into for the disposal of the Series A Preferred Shares in Source Photonics Group, which constitutes a **very substantial disposal** subject to shareholder approval[66](index=66&type=chunk)[72](index=72&type=chunk) [Future Plans for Material Investments](index=16&type=section&id=Future%20Plans%20for%20Material%20Investments) The Group plans to continue investing in development projects and acquiring plant and machinery, funded by internal resources, equity, or borrowings, with no other major plans disclosed - The Group will continue to invest in development projects and acquire suitable plant and machinery when appropriate[69](index=69&type=chunk) - These investments will be funded by internal resources, external equity financing, and/or borrowings[69](index=69&type=chunk) - Save as disclosed in this interim report, the Group had **no other future plans for material investments** as of the date of this report[69](index=69&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=16&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) Neither the company nor its subsidiaries purchased, sold, or redeemed any of its listed securities during the reporting period - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the reporting period and up to the date of this report[70](index=70&type=chunk) [Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures](index=16&type=section&id=Material%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%2C%20Associates%20and%20Joint%20Ventures) The Group had no material acquisitions or disposals of subsidiaries and associates, but an agreement was made to sell shares in a target company - During the reporting period and up to the date of this report, the Group had **no material acquisitions or disposals** of its subsidiaries and associates[71](index=71&type=chunk) [Disposal of Sale Shares in the Target Company](index=16&type=section&id=Disposal%20of%20Sale%20Shares%20in%20the%20Target%20Company) Pacific Smart agreed to sell 8,235,293 Series A Preferred Shares in Source Photonics Group for US$25.18 million, constituting a very substantial disposal requiring shareholder approval - Pacific Smart has entered into a sale and purchase agreement to dispose of its **8,235,293 Series A Preferred Shares** (representing approximately **4.00% equity interest**) in Source Photonics Group[72](index=72&type=chunk) - The consideration for the disposal is **US$25,181,055.41** (approximately **RMB 180.8 million**)[72](index=72&type=chunk) - This disposal constitutes a **very substantial disposal** under the Listing Rules and is subject to approval by the Company's shareholders at an extraordinary general meeting[72](index=72&type=chunk) Events After the Reporting Period [Events After the Reporting Period](index=17&type=section&id=Events%20After%20the%20Reporting%20Period) No significant events affecting the Group occurred after the reporting period and up to the date of this report - No significant events affecting the Group have occurred since the end of the reporting period and up to the date of this report[75](index=75&type=chunk) Publication of Interim Report [Publication of Interim Report](index=17&type=section&id=Publication%20of%20Interim%20Report) This interim report has been published on the websites of HKEX and the company - This interim report is published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company's website (www.jsnfgroup.com)[76](index=76&type=chunk) Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income [Overview of Profit or Loss and Comprehensive Income](index=17&type=section&id=Overview%20of%20Profit%20or%20Loss%20and%20Comprehensive%20Income) Revenue decreased by 27.7% to RMB 185.5 million, but profit and total comprehensive income significantly increased to RMB 26.1 million due to lower cost of sales and fair value gains Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30) | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Revenue | 185,520 | 256,750 | | Cost of Sales | (151,207) | (222,146) | | Gross Profit | 34,313 | 34,604 | | Net Other Income, Gains, Expenses and Losses | 7,107 | 9,474 | | Fair value change of financial assets at fair value through profit or loss | 18,222 | – | | Selling and Distribution Expenses | (7,948) | (11,061) | | Administrative Expenses | (15,033) | (17,457) | | Research Costs | (13,678) | (13,419) | | Finance Costs | (4,253) | (2,157) | | Share of Profit of an Associate | 5,674 | 5,180 | | Share of Profit of a Joint Venture | 1,418 | 1,700 | | Profit Before Income Tax | 25,822 | 7,787 | | Income Tax Credit/(Expense) | 314 | (2,268) | | Profit and Total Comprehensive Income for the Period | 26,136 | 5,519 | | Earnings Per Share | RMB 0.016 | RMB 0.003 | Condensed Consolidated Statement of Financial Position [Overview of Financial Position](index=18&type=section&id=Overview%20of%20Financial%20Position) Total assets less current liabilities slightly decreased, but net current assets and gearing ratio improved due to reduced trade receivables, payables, and bank borrowings Condensed Consolidated Statement of Financial Position (As of June 30) | Indicator | June 30, 2025 (RMB thousand) | Dec 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | **Non-current Assets** | | | | Property, Plant and Equipment | 213,766 | 208,236 | | Interests in an Associate | 112,900 | 107,076 | | Financial assets at fair value through profit or loss | 179,500 | 161,278 | | **Current Assets** | | | | Trade and Bills Receivables | 349,487 | 436,221 | | Bank Deposits, Bank Balances and Cash | 271,072 | 201,084 | | **Current Liabilities** | | | | Trade and Bills Payables | 237,049 | 278,330 | | Bank Borrowings (Current) | 132,000 | 201,342 | | **Non-current Liabilities** | | | | Bank Borrowings (Non-current) | 127,000 | 159,000 | | **Total** | | | | Net Current Assets | 357,263 | 380,224 | | Total Assets Less Current Liabilities | 995,370 | 1,001,338 | | Equity Attributable to Owners of the Company | 844,120 | 817,984 | Condensed Consolidated Statement of Changes in Equity [Overview of Changes in Equity](index=21&type=section&id=Overview%20of%20Changes%20in%20Equity) Equity attributable to owners of the company increased from RMB 817.984 million to RMB 844.120 million, driven by profit and total comprehensive income Condensed Consolidated Statement of Changes in Equity (For the six months ended June 30) | Indicator | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Equity Attributable to Owners of the Company at Beginning of Period | 817,984 | 778,048 | | Profit and Total Comprehensive Income for the Period | 26,136 | 5,519 | | Amortization for the Period | – | – | | Equity Attributable to Owners of the Company at End of Period | 844,120 | 783,567 | Condensed Consolidated Statement of Cash Flows [Overview of Cash Flows](index=22&type=section&id=Overview%20of%20Cash%20Flows) Net cash from operating activities significantly increased, investment activities shifted to net cash generation, and financing activities used less cash, resulting in a net increase in cash and cash equivalents Condensed Consolidated Statement of Cash Flows (For the six months ended June 30) | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Net Cash Generated from Operating Activities | 36,910 | 19,787 | | Net Cash Generated from/(Used in) Investing Activities | 137,745 | (21,753) | | Net Cash Used in Financing Activities | (104,653) | (33,889) | | Net Increase/(Decrease) in Cash and Cash Equivalents | 70,002 | (35,855) | | Cash and Cash Equivalents at Beginning of Period | 201,084 | 247,767 | | Cash and Cash Equivalents at End of Period | 271,072 | 211,912 | - Net cash generated from investing activities primarily resulted from **withdrawals of restricted bank deposits and balances (RMB 92.483 million)** and **withdrawals of bank deposits with original maturity over three months (RMB 24.200 million)**, as well as **fair value changes of financial assets at fair value through profit or loss (RMB 18.080 million)**[83](index=83&type=chunk) Notes to the Condensed Consolidated Financial Statements [1. Basis of Preparation](index=23&type=section&id=1.%20Basis%20of%20Preparation) The condensed consolidated financial statements are prepared in accordance with IAS 34 and applicable HKEX Listing Rules - The condensed consolidated financial statements are prepared in accordance with **International Accounting Standard 34 Interim Financial Reporting** and the applicable disclosure requirements of **Appendix D2 to the Listing Rules** of The Stock Exchange of Hong Kong Limited[84](index=84&type=chunk) [2. Principal Accounting Policies](index=23&type=section&id=2.%20Principal%20Accounting%20Policies) The financial statements are prepared on a historical cost basis, with new IFRS standards having no material impact on financial position or performance - The condensed consolidated financial statements are prepared on a **historical cost basis**, except for certain financial instruments that are measured at fair value where applicable[85](index=85&type=chunk) - The application of new and revised International Financial Reporting Standards has **no material impact** on the Group's financial position and performance for the current and prior periods and/or the disclosures set out in these condensed consolidated financial statements[86](index=86&type=chunk) [3. Revenue](index=24&type=section&id=3.%20Revenue) Revenue from optical cables, FDN equipment, and color-coated steel plates is recognized at a point in time, with credit terms for major telecom operators - The Group's revenue represents the amounts received and receivable from the **sale of optical cables, optical fiber distribution network equipment, and color-coated steel plates**, with revenue recognized at a point in time[87](index=87&type=chunk) - Major customers include the **four largest state-owned telecommunication network operators in the PRC** and other companies[89](index=89&type=chunk) - The Group allows credit periods of **up to six months** to major PRC telecommunication network operators and **up to one year** to other customers[89](index=89&type=chunk) [4. Segment Information](index=24&type=section&id=4.%20Segment%20Information) The Group merged its optical cable and color-coated steel plate segments into one reportable segment, primarily operating in China - The Group has combined its manufacturing and sale of optical cables and related equipment segment with its processing and sale of color-coated steel plates segment into **one reportable and operating segment**[90](index=90&type=chunk) - The Group primarily operates in **Mainland China**, where all its non-current assets (excluding financial assets at fair value through profit or loss and deferred tax assets) are located[91](index=91&type=chunk) [5. Net Other Income, Gains, Expenses and Losses](index=25&type=section&id=5.%20Net%20Other%20Income%2C%20Gains%2C%20Expenses%20and%20Losses) Net other income, gains, expenses, and losses decreased to RMB 7.107 million, mainly due to lower bank interest income and government grants Net Other Income, Gains, Expenses and Losses (For the six months ended June 30) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Bank interest income | 1,551 | 3,557 | | Net foreign exchange (losses)/gains | (35) | 801 | | Gains on sales of electricity and other materials | 2,759 | 607 | | Government grants recognized | 2,187 | 4,714 | | (Losses)/gains on disposal of property, plant and equipment | (191) | 15 | | Others | 836 | (220) | | **Total** | **7,107** | **9,474** | [6. Finance Costs](index=25&type=section&id=6.%20Finance%20Costs) Finance costs significantly increased to RMB 4.253 million, primarily due to higher interest on borrowings with no capitalized amounts Finance Costs (For the six months ended June 30) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Interest on borrowings | 4,253 | 3,706 | | Interest on lease liabilities | – | 1 | | Less: Amount capitalized into construction in progress | – | (1,550) | | **Finance Costs** | **4,253** | **2,157** | - The capitalization rate used to determine the amount of interest incurred and capitalized for the six months ended **June 30, 2025**, was approximately **1.85%**[93](index=93&type=chunk) [7. Income Tax (Credit)/Expense](index=26&type=section&id=7.%20Income%20Tax%20(Credit)%2FExpense) The Group recorded an income tax credit of RMB 0.314 million, mainly from deferred tax asset recognition. Southern Communication and Yingke, as "High and New Technology Enterprises," enjoy a 15% corporate income tax preferential rate Income Tax (Credit)/Expense (For the six months ended June 30) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | PRC corporate income tax – current tax | 627 | 1,769 | | PRC corporate income tax – deferred tax | (941) | 499 | | **Income Tax (Credit)/Expense** | **(314)** | **2,268** | - The income tax credit was mainly due to the **recognition of deferred tax assets** by the Group[94](index=94&type=chunk) - Southern Communication and Yingke, as "High and New Technology Enterprises," enjoy a **preferential corporate income tax rate of 15%**[95](index=95&type=chunk) [8. Profit Before Income Tax](index=26&type=section&id=8.%20Profit%20Before%20Income%20Tax) Profit before income tax was RMB 25.822 million. During the reporting period, inventory costs recognized as cost of sales were RMB 151.207 million, and total staff costs were RMB 15.424 million Profit Before Income Tax Related Data (For the six months ended June 30) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Inventory costs recognized as cost of sales | 151,207 | 222,146 | | Depreciation of property, plant and equipment | 2,884 | 3,648 | | Depreciation of right-of-use assets | 474 | 604 | | Total staff costs | 15,424 | 15,611 | [9. Earnings Per Share](index=27&type=section&id=9.%20Earnings%20Per%20Share) Basic earnings per share significantly increased to RMB 0.016, with no diluted earnings per share presented due to the absence of potential ordinary shares Earnings Per Share (For the six months ended June 30) | Indicator | 2025 (RMB) | 2024 (RMB) | | :--- | :--- | :--- | | Basic Earnings Per Share | 0.016 | 0.003 | - The weighted average number of ordinary shares used for calculating basic earnings per share was **1,626,240 thousand shares**[97](index=97&type=chunk) - No diluted earnings per share is presented as there were **no potential ordinary shares outstanding** for both periods[97](index=97&type=chunk) [10. Dividends](index=27&type=section&id=10.%20Dividends) The directors do not recommend an interim dividend for the six months ended June 30, 2025 - The directors do not recommend the payment of an interim dividend for the six months ended **June 30, 2025**[98](index=98&type=chunk) [11. Property, Plant and Equipment](index=27&type=section&id=11.%20Property%2C%20Plant%20and%20Equipment) Acquisitions of property, plant, and equipment decreased to RMB 8.4 million during the reporting period Acquisitions of Property, Plant and Equipment (For the six months ended June 30) | Indicator | 2025 (RMB million) | 2024 (RMB million) | | :--- | :--- | :--- | | Acquisitions of Property, Plant and Equipment | 8.4 | 23.6 | [12. Trade and Bills Receivables](index=28&type=section&id=12.%20Trade%20and%20Bills%20Receivables) Trade and bills receivables significantly decreased to RMB 349.487 million, with the majority being less than 6 months old and including amounts due from an associate Trade and Bills Receivables (As of June 30) | Item | June 30, 2025 (RMB thousand) | Dec 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Trade receivables, net | 347,333 | 431,916 | | Bills receivables | 2,154 | 4,305 | | **Total** | **349,487** | **436,221** | Ageing Analysis of Trade Receivables (As of June 30) | Ageing | June 30, 2025 (RMB thousand) | Dec 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Less than 6 months | 313,516 | 411,022 | | Over 6 months but less than 1 year | 21,902 | 9,197 | | Over 1 year | 11,915 | 11,697 | - Trade receivables include an amount due from an associate of approximately **RMB 266,000**[102](index=102&type=chunk) [13. Restricted Bank Deposits and Balances](index=29&type=section&id=13.%20Restricted%20Bank%20Deposits%20and%20Balances) The Group's restricted bank deposits and balances are pledged to banks for bills payable - The Group's restricted bank deposits and balances are **pledged to banks for the issuance of bills payable**[103](index=103&type=chunk) [14. Trade and Bills Payables](index=29&type=section&id=14.%20Trade%20and%20Bills%20Payables) Trade and bills payables decreased to RMB 237.049 million, with an average credit period of four months for material purchases and bills secured by restricted bank deposits Trade and Bills Payables (As of June 30) | Item | June 30, 2025 (RMB thousand) | Dec 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Trade payables | 104,805 | 156,438 | | Bills payables | 132,244 | 121,892 | | **Total** | **237,049** | **278,330** | Ageing Analysis of Trade Payables (As of June 30) | Ageing | June 30, 2025 (RMB thousand) | Dec 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Less than 6 months | 98,459 | 145,225 | | Over 6 months but less than 1 year | 1,069 | 3,562 | | Over 1 year | 5,277 | 7,651 | - The average credit period for purchases of materials is **within four months** after receipt of materials and relevant VAT invoices[104](index=104&type=chunk) - Bills payable are secured by the Group's **restricted bank deposits and balances**[106](index=106&type=chunk) [15. Bank Borrowings](index=30&type=section&id=15.%20Bank%20Borrowings) Interest-bearing bank borrowings decreased to RMB 259.0 million, all at floating rates between 2.20% and 3.30%, with no covenant breaches Bank Borrowings (As of June 30) | Indicator | June 30, 2025 (RMB million) | Dec 31, 2024 (RMB million) | | :--- | :--- | :--- | | Interest-Bearing Bank Borrowings | 259.0 | 360.3 | | Floating Rate Borrowings | 259.0 | 230.2 | | Fixed Rate Borrowings | 0 | 130.1 | - All bank borrowings are interest-bearing at **floating rates ranging from 2.20% to 3.30% per annum**[107](index=107&type=chunk) - The Group has not encountered any difficulties in complying with its covenants and there have been **no defaults**[108](index=108&type=chunk) [16. Share Capital](index=31&type=section&id=16.%20Share%20Capital) The company's authorized share capital is 8,000,000,000 shares of HKD 0.001 each, with 1,626,240,000 shares issued and fully paid, valued at RMB 1.418 million Share Capital (As of June 30) | Item | June 30, 2025 (HKD thousand) | Dec 31, 2024 (HKD thousand) | | :--- | :--- | :--- | | Authorized Share Capital (8,000,000,000 shares) | 8,000 | 8,000 | | Issued and Fully Paid Share Capital (1,626,240,000 shares) | 1,626 | 1,626 | | Presented in Condensed Consolidated Statement of Financial Position (RMB thousand) | 1,418 | 1,418 | [17. Fair Value Measurement of Financial Instruments](index=31&type=section&id=17.%20Fair%20Value%20Measurement%20of%20Financial%20Instruments) Non-listed equity investments, classified as Level 3 fair value measurements, were valued at RMB 179.5 million by an independent valuer, with a sale agreement in place Financial Assets at Fair Value Through Profit or Loss (Level 3) (As of June 30) | Indicator | June 30, 2025 (RMB thousand) | Dec 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Non-listed Equity Investments | 179,500 | 161,278 | Reconciliation of Level 3 Financial Instruments (For the six months ended June 30) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Balance at Beginning of Period | 161,278 | 154,121 | | Fair value change of financial assets at fair value through profit or loss | 18,222 | 7,157 | | Balance at End of Period | 179,500 | 161,278 | - The fair value of non-listed equity investments is determined by an **independent qualified professional valuer** using the market approach[112](index=112&type=chunk) - The Company has entered into a sale and purchase agreement with the buyer group for the disposal of the non-listed equity investments, which has **not yet been completed** as of the date of this report[113](index=113&type=chunk) [18. Capital Commitments](index=33&type=section&id=18.%20Capital%20Commitments) Contracted but unprovided capital expenditure for property, plant, and equipment decreased to RMB 16.635 million Capital Commitments (As of June 30) | Indicator | June 30, 2025 (RMB thousand) | Dec 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Capital Expenditure for Acquisition of Property, Plant and Equipment | 16,635 | 20,144 | [19. Related Party Transactions](index=33&type=section&id=19.%20Related%20Party%20Transactions) Significant related party transactions included sales to and purchases from an associate, purchases from a joint venture partner's affiliates, and director/key management remuneration Related Party Transactions (For the six months ended June 30) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Sales of other materials to an associate | 509 | 832 | | Purchases of optical fibers and other materials from an associate | 44,646 | 71,723 | | Purchases of raw materials from the holding company and fellow subsidiaries of the Group's joint venture partner | 17,113 | 10,072 | Directors' and Key Management Remuneration (For the six months ended June 30) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Salaries, wages and allowances | 1,641 | 1,861 | | Contributions to retirement benefit schemes | 89 | 123 | | **Total** | **1,730** | **1,984** | [20. Events After the Reporting Period](index=33&type=section&id=20.%20Events%20After%20the%20Reporting%20Period) No material subsequent events occurred after June 30, 2025, up to the date of this report, other than those disclosed - Save as disclosed in this interim report, the Group has **not undertaken any material subsequent events** after **June 30, 2025**, up to the date of this report[118](index=118&type=chunk)
南方通信(01617) - 有关 (I) 须予披露交易 – 收购土地及 (II) 主要交易 – 建筑...
2025-09-15 12:15
香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負 責,對其準確性或完整性亦不發表任何聲明,並明確表示,概不對因本公告全部 或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 Nanfang Communication Holdings Limited 南方通信控股有限公司 (於開曼群島註冊成立之有限公司) (股份代號:1617) 有 關 (I) 須予披露交易 – 收購土地 及 (II) 主要交易 – 建築合約 的補充公告 茲 提 述 南 方 通 信 控 股 有 限 公 司(「本公司」)日 期 為 二 零 二 五 年 七 月 二 日 的 公 告(「該 公 告」),內 容 有 關 收 購 土 地 及 建 築 合 約。除 另 有 界 定 者 外,本 公 告 所 用 詞 彙 與 該 公告所界定者具有相同涵義。 不遵守上市規則的理由 – 1 – 於 相 關 時 間,董 事 注 意 到 本 集 團 訂 立 集 體 所 有 土 地 出 讓 合 約 及 建 築 合 約(統 稱「該 等交易」)。董 事 會 評 估 於 本 集 團 持 續 經 營 活 動 及 戰 略 發 展 大 背 景 下 的 ...
南方通信(01617) - 於二零二五年九月十五日举行之股东特别大会投票结果
2025-09-15 11:52
香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負 責,對其準確性或完整性亦不發表任何聲明,並明確表示,概不對因本公告全部 或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 Nanfang Communication Holdings Limited 南方通信控股有限公司 (於開曼群島註冊成立之有限公司) (股份代號:1617) 於二零二五年九月十五日舉行之 股東特別大會投票結果 茲 提 述 南 方 通 信 控 股 有 限 公 司(「本公司」)日 期 均 為 二 零 二 五 年 八 月 二 十 五 日 之 股 東 特 別 大 會 通 告(「股東特別大會通告」)及 通 函(「通 函」),內 容 有 關 本 公 司 於 二 零二五年九月十五日舉行之股東特別大會(「股東特別大會」)。除非文義另有所指, 本公告所用詞彙與通函所界定者具有相同涵義。 董 事 會 欣 然 宣 佈,股 東 特 別 大 會 通 告 中 所 載 之 決 議 案 已 在 股 東 特 別 大 會 上 以 投 票表決方式獲股東正式通過。 主 席 於茹敏 – 1 – 於股東特別大會提呈表決之決議案投票結果載列如下: ...
南方通信(01617) - 截至二零二五年八月三十一日止股份发行人的证券变动月报表
2025-09-01 08:37
FF301 致:香港交易及結算所有限公司 公司名稱: 南方通信控股有限公司 (於開曼群島註冊成立的有限公司) 呈交日期: 2025年9月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01617 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 8,000,000,000 | HKD | | 0.001 HKD | | | 8,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | | 本月底結存 | | | 8,000,000,000 | HKD | | 0.001 HKD | | | 8,000,000 | 本月底法定/註冊股本總額: HKD 8,000,000 第 1 頁 共 10 頁 v 1.1.1 股份發 ...
南方通信(01617.HK):中期纯利为2613.6万元 同比增加373.6%
Ge Long Hui· 2025-08-28 13:30
Core Viewpoint - Southern Communications (01617.HK) reported a revenue of RMB 186 million for the six months ending June 30, 2025, representing a year-on-year decrease of 27.7% [1] Financial Performance - Revenue for the reporting period was RMB 186 million, down 27.7% year-on-year [1] - Gross profit amounted to RMB 34.31 million, a slight decrease of 0.8% year-on-year [1] - Profit attributable to owners of the company reached RMB 26.14 million, showing a significant increase of 373.6% year-on-year [1] - Basic earnings per share were RMB 0.016 [1]
南方通信(01617)发布中期业绩 期内利润2613.6万元 同比增加373.56%
智通财经网· 2025-08-28 12:42
Group 1 - The company reported a mid-term revenue of 186 million yuan, representing a year-on-year decrease of 27.74% [1] - The profit for the period was 26.136 million yuan, showing a significant year-on-year increase of 373.56% [1] - The basic earnings per share were 0.016 yuan [1]
南方通信发布中期业绩 期内利润2613.6万元 同比增加373.56%
Zhi Tong Cai Jing· 2025-08-28 12:39
Group 1 - The company Southern Communications (01617) reported a mid-term revenue of 186 million RMB, representing a year-on-year decrease of 27.74% [1] - The company's profit for the period was 26.136 million RMB, showing a significant year-on-year increase of 373.56% [1] - The basic earnings per share for the company were 0.016 RMB [1]
南方通信(01617) - 2025 - 中期业绩
2025-08-28 12:04
[Summary](index=1&type=section&id=%E6%91%98%E8%A6%81) The Group's key operating results for the six months ended June 30, 2025, show a decrease in total revenue but a significant increase in profit and total comprehensive income Key Operating Results for the Six Months Ended June 30, 2025 | Indicator | Six Months Ended June 30, 2025 (RMB million) | Six Months Ended June 30, 2024 (RMB million) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Total Revenue | 185.5 | 256.8 | -27.7% | | Gross Profit | 34.3 | 34.6 | -0.8% | | Gross Margin | 18.5% | 13.5% | +5.0 percentage points | | Profit and Total Comprehensive Income | 26.1 | 5.5 | +374.5% | - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025[3](index=3&type=chunk) [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=%E7%B0%A1%E6%98%8E%E5%90%88%E4%BD%B5%E6%90%8D%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E7%B6%9C%E5%90%88%E6%94%B6%E7%9B%8A%E8%A1%A8) This statement presents the Group's financial performance, showing a substantial increase in profit and total comprehensive income for the six months ended June 30, 2025 Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income for the Six Months Ended June 30, 2025 | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Revenue | 185,520 | 256,750 | | Cost of Sales | (151,207) | (222,146) | | **Gross Profit** | **34,313** | **34,604** | | Other income, gains, expenses and losses, net | 7,107 | 9,474 | | Impairment loss on trade and other receivables under expected credit loss model, net of reversal | - | 923 | | Fair value change of financial assets at fair value through profit or loss | 18,222 | - | | Selling and distribution expenses | (7,948) | (11,061) | | Administrative expenses | (15,033) | (17,457) | | Research costs | (13,678) | (13,419) | | Finance costs | (4,253) | (2,157) | | Share of profit of an associate | 5,674 | 5,180 | | Share of profit of a joint venture | 1,418 | 1,700 | | **Profit Before Income Tax** | **25,822** | **7,787** | | Income tax credit/(expense) | 314 | (2,268) | | **Profit and Total Comprehensive Income for the Period** | **26,136** | **5,519** | | Earnings Per Share | RMB 0.016 | RMB 0.003 | [Condensed Consolidated Statement of Financial Position](index=3&type=section&id=%E7%B0%A1%E6%98%8E%E5%90%88%E4%BD%B5%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) This statement details the Group's assets, liabilities, and equity as of June 30, 2025, reflecting changes from the end of the previous year Condensed Consolidated Statement of Financial Position as of June 30, 2025 | Indicator | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | **Non-current Assets** | | | | Property, plant and equipment | 213,766 | 208,236 | | Right-of-use assets | 45,660 | 46,134 | | Interests in an associate | 112,900 | 107,076 | | Interests in a joint venture | 51,320 | 49,902 | | Financial assets at fair value through profit or loss | 179,500 | 161,278 | | Restricted bank deposits and balances | 2,785 | 4,000 | | Bank deposits with original maturity over three months | 6,300 | 20,000 | | Deferred tax assets | 25,876 | 24,488 | | **Total Non-current Assets** | **638,107** | **621,114** | | **Current Assets** | | | | Inventories | 25,869 | 27,313 | | Trade and bills receivables | 349,487 | 436,221 | | Prepayments, deposits and other receivables | 33,244 | 43,484 | | Restricted bank deposits and balances | 78,363 | 169,631 | | Bank deposits with original maturity over three months | - | 10,500 | | Bank deposits, bank balances and cash | 271,072 | 201,084 | | **Total Current Assets** | **758,035** | **888,233** | | **Current Liabilities** | | | | Trade and bills payables | 237,049 | 278,330 | | Other payables | 23,155 | 19,644 | | Contract liabilities | 2,136 | 2,278 | | Bank borrowings | 132,000 | 201,342 | | Tax payable | 6,432 | 6,415 | | **Total Current Liabilities** | **400,772** | **508,009** | | **Net Current Assets** | **357,263** | **380,224** | | **Total Assets Less Current Liabilities** | **995,370** | **1,001,338** | | **Capital and Reserves** | | | | Share capital | 1,418 | 1,418 | | Reserves | 842,702 | 816,566 | | **Equity Attributable to Owners of the Company** | **844,120** | **817,984** | | **Non-current Liabilities** | | | | Bank borrowings | 127,000 | 159,000 | | Deferred tax liabilities | 10,534 | 10,087 | | Deferred income - government grants | 13,716 | 14,267 | | **Total Non-current Liabilities** | **151,250** | **183,354** | | **Total Equity and Liabilities** | **995,370** | **1,001,338** | [Notes to the Financial Statements](index=5&type=section&id=%E9%99%84%E8%A8%BB) These notes provide detailed explanations and disclosures supporting the condensed consolidated financial statements [1. Basis of Preparation](index=5&type=section&id=1.%20%E7%B7%A8%E8%A3%BD%E5%9F%BA%E6%BA%96) The condensed consolidated financial statements are prepared in accordance with IAS 34 and the disclosure requirements of Appendix D2 of the Listing Rules - The condensed consolidated financial statements are prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" and the applicable disclosure requirements of Appendix D2 to the Listing Rules[8](index=8&type=chunk) [2. Significant Accounting Policies](index=5&type=section&id=2.%20%E4%B8%BB%E8%A6%81%E6%9C%83%E8%A8%88%E6%94%BF%E7%AD%96) The condensed consolidated financial statements are prepared on a historical cost basis, with certain financial instruments measured at fair value, and new IFRS standards had no material impact - The condensed consolidated financial statements are prepared on a historical cost basis, except for certain financial instruments which are measured at fair value[9](index=9&type=chunk) - The revised International Financial Reporting Standards issued by the International Accounting Standards Board, which are effective for the current interim period, have been applied for the first time but had no material impact on the Group's financial position and performance[10](index=10&type=chunk) [3. Revenue](index=5&type=section&id=3.%20%E6%94%B6%E5%85%A5) Revenue is primarily derived from the sale of optical cables, fiber optic distribution network equipment, and color-coated steel plates, recognized at a point in time - The Group's revenue represents amounts received and receivable from the sale of optical cables, fiber optic distribution network equipment, and color-coated steel plates, net of discounts, customer returns, and sales-related taxes, with revenue recognized at a point in time[11](index=11&type=chunk) - The Group primarily sells products to the four major state-owned telecommunication network operators in China and other companies, with revenue recognized when control is transferred, i.e., when goods are delivered to the customer's designated location[12](index=12&type=chunk) - The Group typically issues invoices within six months after goods delivery and grants credit terms of up to six months to major Chinese telecommunication network operators and up to one year to other customers with good repayment records[12](index=12&type=chunk) [4. Segment Information](index=6&type=section&id=4.%20%E5%88%86%E9%83%A8%E8%B3%87%E6%96%99) The Group has combined its optical cable and related equipment segment with the color-coated steel plate segment into a single reportable segment, with all non-financial non-current assets located in China - The Group has combined its optical cable and related equipment segment and the processing and sale of color-coated steel plates segment into a single reportable and operating segment to better reflect its latest business strategy[13](index=13&type=chunk) - The Group primarily operates in China, where all its non-current assets (excluding financial assets at fair value through profit or loss and deferred tax assets) are located[14](index=14&type=chunk) [5. Other Income, Gains, Expenses and Losses, Net](index=7&type=section&id=5.%20%E5%85%B6%E4%BB%96%E6%94%B6%E5%85%A5%2C%20%E6%94%B6%E7%9B%8A%2C%20%E9%96%8B%E6%94%AF%E5%8F%8A%E8%99%A7%E6%90%8D%E6%B7%A8%E9%A1%8D) Net other income, gains, expenses, and losses decreased to RMB 7.1 million for the six months ended June 30, 2025, mainly due to lower bank interest income and government grants Other Income, Gains, Expenses and Losses, Net | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Bank interest income | 1,551 | 3,557 | | Net foreign exchange (losses)/gains | (35) | 801 | | Gains from sales of electricity and other materials | 2,759 | 607 | | Government grants recognized | 2,187 | 4,714 | | (Losses)/gains on disposal of property, plant and equipment | (191) | 15 | | Others | 836 | (220) | | **Total** | **7,107** | **9,474** | [6. Finance Costs](index=7&type=section&id=6.%20%E8%9E%8D%E8%B3%87%E6%88%90%E6%9C%AC) Finance costs significantly increased to RMB 4.3 million for the six months ended June 30, 2025, primarily due to higher borrowing interest and no capitalization Finance Costs | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Interest on borrowings | 4,253 | 3,706 | | Interest on lease liabilities | - | 1 | | **Subtotal** | **4,253** | **3,707** | | Less: Amount capitalized into construction in progress | - | (1,550) | | **Finance Costs** | **4,253** | **2,157** | - For the six months ended June 30, 2025, the capitalization rate used to determine the amount of interest capitalized was approximately **1.85%**[16](index=16&type=chunk) [7. Income Tax Credit/(Expense)](index=8&type=section&id=7.%20%E6%89%80%E5%BE%97%E7%A8%85%E6%8A%B5%E5%85%8D%2F%EF%BC%88%E9%96%8B%E6%94%AF%EF%BC%89) The Group recorded an income tax credit of RMB 0.3 million for the period, a shift from an expense in the prior year, mainly due to the recognition of deferred tax assets Income Tax Credit/(Expense) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | China corporate income tax - Current tax | 627 | 1,769 | | China corporate income tax - Deferred tax | (941) | 499 | | **Income Tax (Credit)/Expense** | **(314)** | **2,268** | - The Company's subsidiaries, Southern Communication and Yingke, are recognized as "High and New Technology Enterprises" for three years starting from 2022, enjoying a reduced corporate income tax rate of **15%**[18](index=18&type=chunk) [8. Profit Before Income Tax](index=8&type=section&id=8.%20%E9%99%A4%E6%89%80%E5%BE%97%E7%A8%85%E5%89%8D%E5%88%A9%E6%BD%A4) Profit before income tax for the six months ended June 30, 2025, was RMB 25.8 million, with inventory costs of RMB 151.2 million and total staff costs of RMB 15.4 million recognized in cost of sales Items Deducted from Profit Before Income Tax | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Inventory costs recognized in cost of sales | 151,207 | 222,146 | | Depreciation of property, plant and equipment | 2,884 | 3,648 | | Less: Depreciation capitalized into inventories | (1,887) | (3,228) | | Depreciation recognized in cost of sales | 997 | 420 | | Depreciation of right-of-use assets | 474 | 604 | | Total staff costs | 15,424 | 15,611 | [9. Earnings Per Share](index=9&type=section&id=9.%20%E6%AF%8F%E8%82%A1%E7%9B%88%E5%88%A9) Basic earnings per share significantly increased to RMB 0.016 for the six months ended June 30, 2025, with no diluted earnings per share presented due to the absence of potential ordinary shares Earnings Per Share Calculation | Indicator | 2025 (RMB thousand/thousand shares) | 2024 (RMB thousand/thousand shares) | | :--- | :--- | :--- | | Profit for basic earnings per share | 26,136 | 5,519 | | Weighted average number of ordinary shares for basic earnings per share | 1,626,240 | 1,626,240 | | **Basic Earnings Per Share** | **RMB 0.016** | **RMB 0.003** | - Diluted earnings per share is not presented as there were no potential ordinary shares outstanding during either period[21](index=21&type=chunk) [10. Dividends](index=9&type=section&id=10.%20%E8%82%A1%E6%81%AF) The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Directors do not recommend the payment of an interim dividend for the six months ended June 30, 2025 (six months ended June 30, 2024: nil)[22](index=22&type=chunk) [11. Trade and Bills Receivables](index=9&type=section&id=11.%20%E8%B2%BF%E6%98%93%E6%87%89%E6%94%B6%E6%AC%BE%E9%A0%85%E5%8F%8A%E6%87%89%E6%94%B6%E7%A5%A8%E6%93%9A) Trade and bills receivables decreased to RMB 349.5 million as of June 30, 2025, with the majority of trade receivables due within six months Trade and Bills Receivables | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Trade receivables | 356,756 | 441,339 | | Less: Provision for credit losses | (9,423) | (9,423) | | Net trade receivables | 347,333 | 431,916 | | Bills receivables | 2,154 | 4,305 | | **Total Trade and Bills Receivables** | **349,487** | **436,221** | Ageing Analysis of Trade Receivables (Net of Provision for Credit Losses) | Ageing | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Less than 6 months | 313,516 | 411,022 | | Over 6 months but less than 1 year | 21,902 | 9,197 | | Over 1 year | 11,915 | 11,697 | | **Net Trade Receivables** | **347,333** | **431,916** | - The Group allows credit terms of up to six months to major Chinese telecommunication network operators and up to one year to other customers with good repayment records[25](index=25&type=chunk) [12. Restricted Bank Deposits and Balances](index=10&type=section&id=12.%20%E5%8F%97%E9%99%90%E5%88%B6%E9%8A%80%E8%A1%8C%E5%AD%98%E6%AC%BE%E5%8F%8A%E7%B5%90%E9%A4%98) The Group's restricted bank deposits and balances are pledged to banks for the issuance of bills payable - As of December 31, 2024, and June 30, 2025, the Group's restricted bank deposits and balances were pledged to banks for the issuance of bills payable[26](index=26&type=chunk) [13. Trade and Bills Payables](index=10&type=section&id=13.%20%E8%B2%BF%E6%98%93%E6%87%89%E4%BB%98%E6%AC%BE%E9%A0%85%E5%8F%8A%E6%87%89%E4%BB%98%E7%A5%A8%E6%93%9A) Trade and bills payables decreased to RMB 237.0 million as of June 30, 2025, with an average credit period for material purchases within four months Trade and Bills Payables | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Trade payables | 104,805 | 156,438 | | Bills payables | 132,244 | 121,892 | | **Total Trade and Bills Payables** | **237,049** | **278,330** | - The average credit period for purchases of materials is within **four months** after receipt of materials and relevant VAT invoices[27](index=27&type=chunk) Ageing Analysis of Trade Payables | Ageing | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Less than 6 months | 98,459 | 145,225 | | Over 6 months but less than 1 year | 1,069 | 3,562 | | Over 1 year | 5,277 | 7,651 | | **Total Trade Payables** | **104,805** | **156,438** | [14. Bank Borrowings](index=11&type=section&id=14.%20%E9%8A%80%E8%A1%8C%E5%80%9F%E8%B2%B8) Total interest-bearing bank borrowings decreased to approximately RMB 259.0 million as of June 30, 2025, with all borrowings bearing floating interest rates between 2.20% and 3.30% - As of June 30, 2025, the Group had interest-bearing bank borrowings of approximately **RMB 259.0 million** (December 31, 2024: approximately **RMB 360.3 million**)[29](index=29&type=chunk) - As of June 30, 2025, the Group's bank borrowings of approximately **RMB 259.0 million** bore floating interest rates ranging from **2.20% to 3.30%** per annum[29](index=29&type=chunk) - The Group encountered no difficulties in complying with covenants related to bank borrowings and had no breaches of covenants at the end of the reporting period[30](index=30&type=chunk) [15. Share Capital](index=12&type=section&id=15.%20%E8%82%A1%E6%9C%AC) As of June 30, 2025, the Company's authorized share capital was 8,000,000,000 ordinary shares of HKD 0.001 each, with 1,626,240,000 shares issued and fully paid Share Capital Composition | Item | June 30, 2025 (HKD thousand/RMB thousand) | December 31, 2024 (HKD thousand/RMB thousand) | | :--- | :--- | :--- | | Authorized share capital (8,000,000,000 ordinary shares of HKD 0.001 each) | 8,000 | 8,000 | | Issued and fully paid share capital (1,626,240,000 ordinary shares of HKD 0.001 each) | 1,626 | 1,626 | | Presented in condensed consolidated statement of financial position (RMB thousand) | 1,418 | 1,418 | [Management Discussion and Analysis](index=13&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) This section provides an overview of the Group's operational and financial performance, liquidity, risk management, and future outlook [Business Review](index=13&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group's total revenue decreased by 27.7% to RMB 185.5 million, but profit and total comprehensive income significantly increased to RMB 26.1 million, with basic EPS at RMB 0.016 Business Performance Overview | Indicator | Six Months Ended June 30, 2025 (RMB million) | Six Months Ended June 30, 2024 (RMB million) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Revenue | 185.5 | 256.8 | -27.7% | | Gross Profit | 34.3 | 34.6 | -0.8% | | Profit and Total Comprehensive Income | 26.1 | 5.5 | +374.5% | | Basic Earnings Per Share | RMB 0.016 | RMB 0.003 | +433.3% | [Financial Review](index=13&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group experienced decreased revenue and cost of sales, improved gross margin, reduced other income, lower selling and administrative expenses, slightly increased research costs, and significantly higher finance costs, leading to a substantial increase in profit attributable to owners [Revenue](index=13&type=section&id=%E6%94%B6%E5%85%A5) Total revenue for the period decreased by approximately 27.7% to RMB 185.5 million - For the reporting period, the Group's total revenue was approximately **RMB 185.5 million**, representing a decrease of approximately **27.7%** compared to the same period last year[33](index=33&type=chunk) [Cost of Sales](index=13&type=section&id=%E9%8A%B7%E5%94%AE%E6%88%90%E6%9C%AC) Cost of sales decreased by approximately 31.9% to RMB 151.2 million for the period - For the reporting period, the cost of sales was approximately **RMB 151.2 million**, representing a decrease of approximately **31.9%** compared to the same period last year[34](index=34&type=chunk) [Gross Profit and Gross Margin](index=14&type=section&id=%E6%AF%9B%E5%88%A9%E5%8F%8A%E6%AF%9B%E5%88%A9%E7%8E%87) Gross profit decreased by 0.8% to RMB 34.3 million, while gross margin increased to 18.5% due to a lower proportion of raw material costs - For the reporting period, gross profit was approximately **RMB 34.3 million**, representing a decrease of approximately **0.8%** compared to the same period last year[35](index=35&type=chunk) - The gross margin increased from **13.5%** in the same period last year to **18.5%** in the reporting period, primarily due to a lower proportion of raw material costs[35](index=35&type=chunk) [Other Income, Gains, Expenses and Losses, Net](index=14&type=section&id=%E5%85%B6%E4%BB%96%E6%94%B6%E5%85%A5%2C%20%E6%94%B6%E7%9B%8A%2C%20%E9%96%8B%E6%94%AF%E5%8F%8A%E8%99%A7%E6%90%8D%E6%B7%A8%E9%A1%8D) Net other income decreased to RMB 7.1 million, primarily due to lower bank interest income and government grants - Net other income decreased from approximately **RMB 9.5 million** in the same period last year to approximately **RMB 7.1 million** in the reporting period, mainly due to reduced bank interest income and government grants[36](index=36&type=chunk) [Selling and Distribution Expenses](index=14&type=section&id=%E9%8A%B7%E5%94%AE%E5%8F%8A%E5%88%86%E9%8A%B7%E8%B2%BB%E7%94%A8) Selling and distribution expenses decreased by 28.1% to RMB 7.9 million, mainly due to lower freight charges - Selling and distribution expenses were approximately **RMB 7.9 million**, representing a decrease of approximately **28.1%** compared to the same period last year, primarily due to lower total freight charges[37](index=37&type=chunk) [Administrative Expenses](index=14&type=section&id=%E7%AE%A1%E7%90%86%E8%B2%BB%E7%94%A8) Administrative expenses decreased by 13.9% to RMB 15.0 million, consistent with overall operations and stricter cost control measures - Administrative expenses were approximately **RMB 15.0 million**, representing a decrease of approximately **13.9%** compared to the same period last year, consistent with overall operations and stricter control measures on business and marketing expenses[38](index=38&type=chunk) [Research Costs](index=14&type=section&id=%E7%A0%94%E7%A9%B6%E6%88%90%E6%9C%AC) Research costs slightly increased by 1.9% to RMB 13.7 million for the period - Research costs were approximately **RMB 13.7 million**, representing a slight increase of approximately **1.9%** compared to the same period last year[39](index=39&type=chunk) [Finance Costs](index=15&type=section&id=%E8%9E%8D%E8%B3%87%E6%88%90%E6%9C%AC) Finance costs increased by 97.2% to RMB 4.3 million, mainly due to higher average bank loans and full recognition of interest expenses - Finance costs were approximately **RMB 4.3 million**, representing an increase of approximately **97.2%** compared to the same period last year, primarily due to higher average bank loans and full recognition of interest expenses[40](index=40&type=chunk) [Share of Profit of an Associate](index=15&type=section&id=%E6%87%89%E4%BD%94%E4%B8%80%E5%AE%B6%E8%81%AF%E7%87%9F%E5%85%AC%E5%8F%B8%E5%88%A9%E6%BD%A4) Share of profit from an associate, primarily engaged in fiber optic manufacturing and sales, increased by 9.5% to RMB 5.7 million - Share of profit of an associate was approximately **RMB 5.7 million**, representing an increase of approximately **9.5%** compared to the same period last year, with the associate primarily engaged in optical fiber manufacturing and sales[41](index=41&type=chunk) [Share of Profit of a Joint Venture](index=15&type=section&id=%E6%87%89%E4%BD%94%E4%B8%80%E5%AE%B6%E5%90%88%E7%87%9F%E5%85%AC%E5%8F%B8%E5%88%A9%E6%BD%A4) Share of profit from a joint venture, engaged in manufacturing and selling optical fiber preforms, decreased by 16.6% to RMB 1.4 million - Share of profit of a joint venture was approximately **RMB 1.4 million**, representing a decrease of approximately **16.6%** compared to the same period last year, with the joint venture engaged in manufacturing and selling optical fiber preforms[42](index=42&type=chunk) [Income Tax Credit/Expense](index=15&type=section&id=%E6%89%80%E5%BE%97%E7%A8%85%E6%8A%B5%E5%85%8D%2F%E9%96%8B%E6%94%AF) The Group recorded an income tax credit of RMB 0.3 million, primarily from the recognition of deferred tax assets - For the reporting period, an income tax credit of approximately **RMB 0.3 million** was recorded, primarily due to the recognition of deferred tax assets[43](index=43&type=chunk) [Profit and Total Comprehensive Income Attributable to Owners of the Company](index=15&type=section&id=%E6%9C%AC%E5%85%AC%E5%8F%B8%E6%93%81%E6%9C%89%E4%BA%BA%E6%87%89%E4%BD%94%E5%88%A9%E6%BD%A4%E5%8F%8A%E7%B6%9C%E5%90%88%E6%94%B6%E7%9B%8A%E7%B8%BD%E9%A1%8D) The Group's profit and total comprehensive income significantly increased to RMB 26.1 million from RMB 5.5 million in the prior period - The Group recorded profit and total comprehensive income of approximately **RMB 26.1 million**, a significant increase compared to approximately **RMB 5.5 million** in the same period last year[44](index=44&type=chunk) [Liquidity, Financial and Capital Resources](index=16&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%2C%20%E8%B2%A1%E5%8B%99%E5%8F%8A%E8%B3%87%E6%9C%AC%E8%B3%87%E6%BA%90) The Group's operations are funded by equity, reserves, and bank borrowings, with a decrease in cash and bank deposits, lower bank borrowings, and a significantly reduced gearing ratio [Cash and Loan Position](index=16&type=section&id=%E7%8F%BE%E9%87%91%E5%8F%8A%E8%B2%B8%E6%AC%BE%E7%8B%80%E6%B3%81) Total cash and bank deposits decreased by 11.5% to RMB 358.5 million, while interest-bearing bank borrowings decreased to RMB 259.0 million, all at floating rates - As of June 30, 2025, the Group's total cash and bank deposits were approximately **RMB 358.5 million**, representing a decrease of approximately **11.5%** compared to December 31, 2024[46](index=46&type=chunk) - As of June 30, 2025, the Group had interest-bearing bank borrowings of approximately **RMB 259.0 million**, a decrease from approximately **RMB 360.3 million** as of December 31, 2024[46](index=46&type=chunk) - All bank borrowings bear floating interest rates ranging from **2.20% to 3.30%** per annum[46](index=46&type=chunk) [Pledge of the Group's Assets](index=16&type=section&id=%E6%9C%AC%E9%9B%86%E5%9C%98%E8%B3%87%E7%94%A2%E6%8A%B5%E6%8A%BC) The Group pledged approximately RMB 81.1 million in bank deposits as collateral for bills payable - As of June 30, 2025, the Group pledged bank deposits of approximately **RMB 81.1 million** as collateral for bills payable[48](index=48&type=chunk) [Gearing Ratio](index=16&type=section&id=%E8%B3%87%E7%94%A2%E8%B2%A0%E5%80%B5%E7%8E%87) The Group's gearing ratio significantly decreased to approximately 65.4% as of June 30, 2025 - As of June 30, 2025, the Group's gearing ratio was approximately **65.4%** (December 31, 2024: approximately **84.5%**)[49](index=49&type=chunk) [Risk Management](index=17&type=section&id=%E9%A2%A8%E9%9A%AA%E7%AE%A1%E7%90%86) The Group manages currency risk through monitoring, interest rate risk without derivatives, credit risk via limits and monitoring, and liquidity risk by maintaining cash flow and funding flexibility [Currency Risk](index=17&type=section&id=%E8%B2%A8%E5%B9%A3%E9%A2%A8%E9%9A%AA) The Group manages foreign currency risk by closely monitoring exchange rate movements and may use contracts for hedging - The Group manages foreign currency risk by closely monitoring movements in foreign currency exchange rates and may use contractual arrangements to hedge currency risk[50](index=50&type=chunk) [Interest Rate Risk](index=17&type=section&id=%E5%88%A9%E7%8E%87%E9%A2%A8%E9%9A%AA) The Group faces fair value and cash flow interest rate risks but currently does not use derivatives for hedging - The Group is exposed to fair value interest rate risk (fixed-rate deposits and borrowings) and cash flow interest rate risk (floating-rate financial instruments) but currently does not use derivative instruments to hedge interest rate risk[51](index=51&type=chunk) [Credit Risk](index=17&type=section&id=%E4%BF%A1%E7%94%A8%E9%A2%A8%E9%9A%AA) Credit risk primarily arises from trade and bills receivables, managed through credit limits and impairment assessments, with a concentration in major Chinese telecom operators - The Group's credit risk primarily arises from trade and bills receivables, managed through setting credit limits, monitoring procedures, and impairment assessments[52](index=52&type=chunk) - Bank deposits and balances are placed with reputable banks with high internal credit ratings, and expected credit losses are not significant[53](index=53&type=chunk) - The Group has a concentrated credit risk, with approximately **89.3%** of trade receivables due from major Chinese telecommunication network operators[54](index=54&type=chunk) [Liquidity Risk](index=18&type=section&id=%E6%B5%81%E5%8B%95%E9%A2%A8%E9%9A%AA) Liquidity risk is managed by regularly monitoring cash flow and maintaining funding flexibility through available credit lines and new share issuance - The Group's management regularly monitors cash flow positions and maintains funding flexibility by keeping available credit facilities and issuing new ordinary shares[56](index=56&type=chunk) [Capital Commitments](index=18&type=section&id=%E8%B3%87%E6%9C%AC%E6%89%BF%E6%93%94) As of June 30, 2025, the Group had capital commitments of approximately RMB 16.6 million for contracted but unprovided capital expenditures on property, plant, and equipment - As of June 30, 2025, the Group's capital commitments for contracted but unprovided capital expenditures on the acquisition of property, plant and equipment amounted to approximately **RMB 16.6 million** (December 31, 2024: approximately **RMB 20.1 million**)[57](index=57&type=chunk) [Employees and Remuneration Policy](index=18&type=section&id=%E5%83%B1%E5%93%A1%E5%8F%8A%E8%96%AA%E9%85%AC%E6%94%BF%E7%AD%96) The Group had approximately 310 employees with total staff costs of RMB 15.4 million for the period, offering competitive remuneration and participating in employee welfare schemes - As of June 30, 2025, the Group had approximately **310 employees** (same period last year: approximately **320 employees**)[58](index=58&type=chunk) - For the reporting period, the Group incurred staff costs of approximately **RMB 15.4 million** (same period last year: approximately **RMB 15.6 million**)[58](index=58&type=chunk) - The Group participates in various employee welfare schemes and adopts competitive remuneration packages for its employees, which are regularly reviewed with reference to market practices and legal requirements[58](index=58&type=chunk) [Outlook](index=18&type=section&id=%E5%B1%95%20%E6%9C%9B) Despite short-term pressure on optical cable production, the industry is showing recovery, with an optimistic outlook for the second half of 2025 driven by technological advancements and national policies, prompting the Group to deepen partnerships, expand markets, and increase R&D - In the first half of 2025, domestic optical cable production reached **125 million fiber-km**, a year-on-year decrease of approximately **2.9%**, indicating a significant narrowing of the decline and the industry entering a convergence period[59](index=59&type=chunk) - Domestic telecommunication operators are accelerating backbone network upgrades, with China Mobile, China Telecom, and China Unicom all advancing **800G** all-optical network deployment[60](index=60&type=chunk) - The outlook for the optical fiber industry in the second half of 2025 is optimistic, benefiting from the development of **5G-A networks**, **10-gigabit optical networks**, **East-to-West Data Transmission Project**, cloud computing, artificial intelligence, and national industrial policy support[61](index=61&type=chunk) - The Group will deepen cooperation with operators to solidify its core market, vigorously expand into non-operator and overseas markets, and increase investment in areas such as data centers, industrial internet, and enterprise private networks[62](index=62&type=chunk) - The Group will actively invest in R&D resources, focusing on high-speed transmission (e.g., ultra-low loss large effective area optical fiber G.654.E, new optical fibers supporting **1.6T** applications), high-density interconnection for data centers, and green and low-carbon products[62](index=62&type=chunk) [Interim Dividend](index=20&type=section&id=%E4%B8%AD%E6%9C%9F%E8%82%A1%E6%81%AF) The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of an interim dividend for the six months ended June 30, 2025[63](index=63&type=chunk) [Sufficiency of Public Float](index=20&type=section&id=%E5%85%85%E8%B6%B3%E7%9A%84%E5%85%AC%E7%9C%BE%E6%8C%81%E8%82%A1%E9%87%8F) The Company maintained a sufficient public float throughout the reporting period and up to the date of the announcement - The Company maintained a sufficient public float during the reporting period and up to the date of this announcement[64](index=64&type=chunk) [Corporate Governance Practices and Other Information](index=21&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%B8%B8%E8%A6%8F%E5%8F%8A%E5%85%B6%E4%BB%96%E8%B3%87%E6%96%99) This section outlines the Company's adherence to corporate governance standards, including compliance with the Corporate Governance Code and the Model Code for Securities Transactions by Directors [Corporate Governance Code](index=21&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%AE%88%E5%89%87) The Company adheres to the Corporate Governance Code, having restored compliance with the minimum independent non-executive director requirement after a temporary shortfall - The Company has adopted the Corporate Governance Code as set out in Appendix C1 to the Listing Rules and has complied with the applicable code provisions during the reporting period and up to the date of this announcement[65](index=65&type=chunk) - Following the passing of Mr. Hu Yongquan, the number of independent non-executive Directors fell below the minimum required under Rule 3.10(1) of the Listing Rules during the reporting period[65](index=65&type=chunk) - Upon the appointment of Ms. Ju Hefeng as an independent non-executive Director on August 1, 2025, the Company has complied with Rule 3.10(1) of the Listing Rules[66](index=66&type=chunk) [Compliance with the Model Code for Securities Transactions by Directors of Listed Issuers](index=21&type=section&id=%E9%81%B5%E5%AE%88%E4%B8%8A%E5%B8%82%E7%99%BC%E8%A1%8C%E4%BA%BA%E8%91%A3%E4%BA%8B%E9%80%B2%E8%A1%8C%E8%AD%89%E5%88%B8%E4%BA%A4%E6%98%93%E7%9A%84%E6%A8%99%E6%BA%96%E5%AE%88%E5%89%87) The Company has adopted and, with the exception of a deceased director, all directors have complied with the Model Code for Securities Transactions by Directors of Listed Issuers - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules[67](index=67&type=chunk) - All Directors, except for the late Mr. Hu Yongquan, have complied with the required standards of the Model Code during the reporting period and up to the date of this announcement[67](index=67&type=chunk) [Audit Committee](index=21&type=section&id=%E5%AF%A9%E8%A8%88%E5%A7%94%E5%93%A1%E6%9C%83) The Audit Committee, comprising three independent non-executive directors, has reviewed the Group's unaudited condensed consolidated financial statements for the six months ended June 30, 2025 - The Audit Committee comprises three independent non-executive Directors: Mr. Chen Jirong (Chairman), Mr. Liu Zhengqi, and Ms. Ju Hefeng[68](index=68&type=chunk) - The Audit Committee has reviewed the Group's unaudited condensed consolidated financial statements for the six months ended June 30, 2025[68](index=68&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=22&type=section&id=%E8%B3%BC%E8%B2%B7%2C%20%E5%87%BA%E5%94%AE%E6%88%96%E8%B3%96%E5%9B%9E%E6%9C%AC%E5%85%AC%E5%8F%B8%E7%9A%84%E4%B8%8A%E5%B8%82%E8%AD%89%E5%88%B8) Neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the reporting period or up to the announcement date - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the reporting period and up to the date of this announcement[69](index=69&type=chunk) [Material Acquisitions and Disposals of Subsidiaries and Associates](index=22&type=section&id=%E9%87%8D%E5%A4%A7%E6%94%B6%E8%B3%BC%E5%8F%8A%E5%87%BA%E5%94%AE%E9%99%84%E5%B1%AC%E5%85%AC%E5%8F%B8%E5%8F%8A%E8%81%AF%E7%87%9F%E5%85%AC%E5%8F%B8) The Group had no material acquisitions or disposals of subsidiaries and associates during the period, except for a very substantial disposal of Source Photonics Holdings (Cayman) Limited shares - The Group had no material acquisitions or disposals of its subsidiaries and associates during the reporting period, except for a very substantial disposal[70](index=70&type=chunk)[73](index=73&type=chunk) - Pacific Smart, an indirect wholly-owned subsidiary of the Company, conditionally agreed to dispose of **8,235,293 Class A preferred shares** (representing approximately **4.00%** equity interest) in Source Photonics Holdings (Cayman) Limited for a consideration of **USD 25,181,055.41** (approximately **RMB 180.8 million**)[71](index=71&type=chunk) - This disposal constitutes a very substantial disposal under the Listing Rules and is subject to approval by the Company's shareholders at an extraordinary general meeting to be held on September 15, 2025[71](index=71&type=chunk) [Events After the Reporting Period](index=22&type=section&id=%E5%A0%B1%E5%91%8A%E6%9C%9F%E5%BE%8C%E9%87%8D%E8%A6%81%E4%BA%8B%E9%A0%85) No significant events affecting the Group occurred from the end of the reporting period up to the date of the announcement - No significant events affecting the Group have occurred from the end of the reporting period up to the date of this announcement[74](index=74&type=chunk) [Publication of Interim Results and Interim Report](index=23&type=section&id=%E5%88%8A%E8%BC%89%E4%B8%AD%E6%9C%9F%E6%A5%AD%E7%B8%BE%E5%8F%8A%E4%B8%AD%E6%9C%9F%E5%A0%B1%E5%91%8A) The interim results announcement is available on the HKEX and Company websites, with the interim report to be dispatched to shareholders by September 26, 2025 - This announcement is published on the website of the Stock Exchange (www.hkexnews.hk) and the Company's website (www.jsnfgroup.com)[75](index=75&type=chunk) - The Company's interim report for the reporting period will be dispatched to the Company's shareholders on or before September 26, 2025, and will be available on the Stock Exchange's website and the Company's website[75](index=75&type=chunk)
南方通信(01617) - 致非登记持有人之通知信函及更改申请表格
2025-08-25 10:01
Nanfang Communication Holdings Limited 南方通信控股有限公司 The English and Chinese versions of the Company's Current Corporate Communication are available on the Company's website at www.jsnfgroup.com and the website of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") at www.hkexnews.hk, respectively (the "Website Version"). The Company strongly recommends you to access the Website Version of Current Corporate Communication. If you for any reason have difficulty in receiving email notification or gaini ...