FF301 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年9月30日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 文業集團控股有限公司 (於開曼群島註册成立之有限公司) 呈交日期: 2025年10月2日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01802 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 3,800,000,000 | HKD | | 0.0001 HKD | | 380,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 3,800,000,000 | HKD | | 0.0001 HKD | | 380,000 | 本月底法定/ ...

Revenue Performance - The group's revenue decreased from approximately RMB 13.5 million in the first half of 2024 to approximately RMB 4.2 million in the first half of 2025, representing a decline of about 69%[11] - The group's revenue decreased from approximately RMB 135 million in the first half of 2024 to approximately RMB 42 million in the first half of 2025, a reduction of about 68.9%[19] - The group's construction service revenue for the six months ended June 30, 2025, was RMB 4,176,000, a decrease of 69.1% compared to RMB 13,524,000 for the same period in 2024[154] - The company recognized no revenue from construction and design services during the six months ended June 30, 2025, compared to previous periods[168] Financial Recovery and Debt Management - Following the restructuring and sale, the group's net debt improved significantly from approximately RMB 930.4 million to about RMB 70.7 million as of June 30, 2025[11] - The restructuring has allowed the group to optimize its capital structure and improve its financial stability[11] - The anticipated net asset position post-rights issue is expected to restore the company from a net debt status of approximately RMB 70 million[14] - The company plans to implement liquidation if the debt restructuring negotiations with creditors do not yield satisfactory results, with a significant improvement in net debt from RMB 930.4 million to RMB 49.6 million expected by December 31, 2024[42] - The company is prioritizing the use of funds to repay overdue debts to professionals and to support operational needs, aligning with the overall interests of the company and its shareholders[43] - The company obtained two loans totaling RMB 30 million for operational funding after addressing debt concerns from potential lenders[14] Operational Performance and Contracts - The group successfully secured 17 contracts valued at approximately RMB 492.4 million, with 8 expected to be completed in 2025 and 7 in 2026[11] - The group has completed 5 contracts, with additional projects already underway, demonstrating a recovery in operational capacity[11] - In July and August 2025, the group recorded revenues of approximately RMB 10 million and RMB 18 million, respectively, indicating a strong recovery post-restructuring[12] - The group faced significant challenges due to the weak macroeconomic environment and ongoing litigation, which impacted its operational performance[11] Shareholder and Governance Information - The company did not recommend the payment of an interim dividend for the period ended June 30, 2025[38] - Significant management changes occurred, including the appointment of Ms. Fan Shuying as Chairperson and CEO effective April 7, 2025[55] - The company has adopted corporate governance principles to enhance transparency and accountability, fully complying with the applicable codes[59] - The audit committee reviewed the interim results and confirmed adherence to accounting principles and internal controls[64] Financial Statements and Accounting Policies - The financial statements are prepared on a going concern basis, dependent on measures to improve the group's liquidity and financial position[136] - The group has established accounting policies for financial instruments in accordance with Hong Kong Financial Reporting Standards[108] - The company has adopted new and revised Hong Kong Financial Reporting Standards effective from January 1, 2022, with no significant impact on its financial statements[78] - The consolidated financial statements include the financial statements of the company and its subsidiaries as of June 30[82] Cash Flow and Liquidity - The company's cash flow from operating activities for the six months ended June 30, 2025, was a net outflow of RMB 6,430,000, a significant decline from a net inflow of RMB 1,235,000 in 2024[71] - The company raised RMB 12,139,000 through the issuance of new shares during the financing activities in the first half of 2025[71] - The company has been actively seeking new clients and negotiating with banks regarding overdue loans to improve its liquidity and financial condition[76] - The group maintains a policy of regularly monitoring current and expected liquidity needs to ensure sufficient cash reserves[146] Legal and Regulatory Matters - The company received a letter from the Stock Exchange on July 15, 2025, indicating that it failed to maintain sufficient operational scale and asset value to support its operations, leading to a suspension of trading[44] - The company is reviewing the Stock Exchange's decision and considering whether to appeal to the Listing Review Committee[44] - The company is in discussions with internal and professional advisors regarding the appeal of the Stock Exchange's decision[44] Asset Management and Impairment - The group reviews the carrying amount of tangible and intangible assets at each reporting period to determine if there are any indications of impairment losses[131] - If the recoverable amount of an asset or cash-generating unit is estimated to be lower than its carrying amount, the carrying amount will be adjusted to its recoverable amount, with impairment losses recognized immediately in profit or loss[132] Financial Risks - The group faces multiple financial risks, including foreign exchange risk, interest rate risk, credit risk, and liquidity risk, with a focus on minimizing potential negative impacts on financial performance[141] - The group has low foreign exchange risk as most transactions, assets, and liabilities are denominated in the functional currency[142] - Credit risk is primarily associated with cash, trade receivables, and contract assets, with expected credit losses near zero due to the quality of counterparties[144]

Core Viewpoint - The company, Wenye Group (01802), has received a decision from the Listing Committee indicating that it does not meet the operational scale and asset value requirements to support its operations, leading to a suspension of trading in its shares [1] Group 1 - The Listing Committee conducted a review hearing on September 2, 2025, regarding the company's listing status [1] - On September 23, 2025, the company was informed that it failed to comply with the requirements of Listing Rule 13.24, resulting in the decision to maintain the suspension of trading [1] - The company has the right to request a review of the Listing Committee's decision by the Listing Review Committee, with a deadline for submission by October 3, 2025 [1] Group 2 - If the company does not apply for a review, trading in its shares will be suspended seven business days after the Listing Committee's decision, specifically on October 6, 2025 [1] - The company is currently reviewing the Listing Committee's decision and is in discussions with internal and professional advisors regarding the potential for a review application [1]

公司正在审核上市委员会决定，并正与内部及专业顾问进内部讨论，考虑是否提出将上市委员会决定转 介上市复核委员会复核。 文业集团(01802)发布公告，上市委员会已于2025年92就上市科决定进复核聆讯。公司于2025年923收到 由联交所上市委员会发出的信件，通知公司上市委员会已审议公司的情况并决定公司未能维持够的营运 规模及具够价值的资产以撑其营运，未能符合上市规则第13.24条所要求的条件，故不适合上市。上市 委员会因此决定维持上市科决定，根据上市规则第6.01(3)条暂停公司股份的买卖。 根据《上市规则》第2B章，公司有权要求将上市委员会决定提交上市复核委员会复核。任何复核申请 必须于上市委员会决定期起七个营业内(即2025年103或之前)送交上市复核委员会秘书。除非公司申请 复核，否则公司股份买卖将于上市委员会决定后满七个营业(即2025年106)暂停。 ...

本公告乃由⽂業集團控股有限公司（「本公司」，連同其附屬公司統稱「本集團」）根據香港聯 合交易所有限公司（「聯交所」）證券上市規則（「上市規則」）第13.09條以及香港法例第571 章證券及期貨條例第XIVA部項下的內幕消息條⽂⽽作出。 茲提述本公司⽇期為2025年7⽉15⽇及2025年7⽉24⽇發佈之公告，內容涉及上市科根據上市規 則第13.24條作出的決定 (「上市科決定」），以及本公司就上市科決定向上市委員會提出的覆核 申請（「公告」）。除非本⽂另有定義，否則本公告所⽤詞彙與公告中定義者具有相同涵義。 上市委員會就第13.24條作出的決定 本公司謹此通知本公司股東及潛在投資者，上市委員會已於 2025 年 9 ⽉ 2 ⽇就上市科決定進⾏覆 核聆訊。本公司於 2025 年 9 ⽉ 23 ⽇收到由聯交所上市委員會（「上市委員會」）發出的信件 （「信件」），通知本公司上市委員會已審議本公司的情況並決定本公司未能維持⾜夠的營運規模 及具⾜夠價值的資產以⽀撐其營運，未能符合上市規則第 13.24 條所要求的條件，故不適合上市。 上市委員會因此決定維持上市科決定，根據上市規則第 6.01(3)條暫停本公司股份的買賣。 ...

FF301 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: 文業集團控股有限公司 (於開曼群島註册成立之有限公司) 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) | 01802 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 3,800,000,000 | HKD | | 0.0001 HKD | | 380,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 3,800,000,000 | HKD | | 0.0001 HKD | | 380,000 | 本月底法定/註 ...

格隆汇8月30日丨文业集团(01802.HK)公布中期业绩，收益由2024年上半年约人民币1350万元减少约人 民币930万元至2025年上半年约人民币420万元，主要由于(i)宏观经济状况及与集团建筑装饰业务紧密相 连的中国房地产市场复苏漫长；及(ii)文业装饰的债务及诉讼以及集团银行账户被冻结，导致难以获得 新合约以及经营建筑装饰及设计业务。 集团由2024年上半年亏损约人民币2170万元转亏为盈至2025年上半年的溢利约人民币8.858亿元，主要 由于出售文业装饰及相关公司产生其他收入约人民币9.517亿元。 ...

公告称，扭亏为盈主要由于出售文业装饰及相关公司产生其他收入约9.52亿元。 文业集团(01802)公布2025年中期业绩，收益417.6万元，同比减少约69%;公司拥有人应占溢利约8.86亿 元，同比扭亏为盈;每股基本及摊薄溢利1.32元。 ...

Core Viewpoint - Wenyi Group (01802) reported a significant decrease in revenue for the first half of 2025, while achieving profitability due to the sale of its decoration business and related companies [1] Financial Performance - Revenue for the first half of 2025 was 4.176 million, representing a year-on-year decrease of approximately 69% [1] - The profit attributable to the company's owners was approximately 886 million, marking a turnaround from a loss to profit [1] - Basic and diluted earnings per share were reported at 1.32 [1] Key Drivers - The turnaround to profitability was primarily driven by other income generated from the sale of Wenyi Decoration and related companies, amounting to approximately 952 million [1]

Revenue and Profitability - Revenue for the six months ended June 30, 2025, was RMB 4,176,000, a decrease of 69.1% compared to RMB 13,524,000 for the same period in 2024[4] - The profit attributable to owners of the company was RMB 885,804,000, compared to a loss of RMB 21,685,000 in the previous year[4] - Basic and diluted earnings per share for the period were RMB 1.32, compared to a loss per share of RMB 0.04 in 2024[4] - The company's revenue decreased from approximately RMB 135 million in the first half of 2024 to about RMB 42 million in the first half of 2025, representing a decline of approximately 69%[38] - The group turned a loss of approximately RMB 21.7 million in the first half of 2024 into a profit of approximately RMB 885.8 million in the first half of 2025, mainly due to the aforementioned sale generating other income[56] Financial Position - Total assets less current liabilities amounted to RMB (69,587,000) as of June 30, 2025, compared to RMB (912,054,000) as of December 31, 2024[6] - The company reported a net cash balance of RMB 10,699,000 as of June 30, 2025[10] - The total financial liabilities measured at fair value through profit or loss amounted to RMB 59,534,000 as of June 30, 2025[10] - Following the restructuring and sale of the subsidiary, the company's net debt improved significantly from approximately RMB 930.4 million to about RMB 70.7 million as of June 30, 2025[38] - Trade and other receivables decreased from approximately RMB 114.3 million on December 31, 2024, to approximately RMB 3.8 million on June 30, 2025, a decline of 96.7%[57] - Trade and other payables decreased from approximately RMB 874.9 million on December 31, 2024, to approximately RMB 17.9 million on June 30, 2025[58] - As of June 30, 2025, the group had no bank borrowings, compared to approximately RMB 28.8 million on December 31, 2024[59] Operational Changes and Strategy - The company is actively seeking new clients and potential new funding through various channels, including issuing new shares[12] - The company aims to shift from long-term government contracts to shorter cycle projects to reduce financial pressure and improve cash flow[44] - The company maintains a light-asset business model, focusing on subcontracting to reduce procurement costs and improve operational flexibility[45] - The company has established long-term partnerships with developers and engineering firms, enhancing its ability to secure projects[44] - The company plans to continue optimizing operational efficiency while maintaining comprehensive project management control through its subcontracting model[45] Challenges and Risks - The company has faced significant uncertainty regarding its ability to continue as a going concern due to outstanding debts and ongoing litigation[11] - The company faced significant challenges due to the weak macroeconomic environment and ongoing litigation affecting its operations[38] Asset Management - Contract assets for construction services amounted to RMB 3,809,000 as of June 30, 2025, compared to RMB 766,797,000 as of December 31, 2024[28] - The company has no trade receivables as of June 30, 2025, compared to RMB 688,722,000 as of December 31, 2024[25] - All non-current assets are located in China as of June 30, 2025, consistent with the previous year[17] Cash Flow and Liquidity - The company reported cash and cash equivalents of RMB 10,699,000 as of June 30, 2025, a significant increase from RMB 507,000 as of December 31, 2024[29] - The current ratio improved to 21.0% as of June 30, 2025, from 17.5% on December 31, 2024[66] Corporate Governance - The company has adopted new and revised Hong Kong Financial Reporting Standards, which did not result in significant changes to its accounting policies[13] - The company has no income tax expenses for the six months ended June 30, 2025, as it operates overseas and is not subject to Hong Kong profits tax[21] - The board did not recommend the distribution of an interim dividend for the period ending June 30, 2025[65]