Group 1 - The company, 小黄鸭德盈 (02250), announced a share acquisition and convertible loan investment agreement with various parties, involving the purchase of approximately 27.74% of the issued share capital of a Cayman company for RMB 38.6 million and a convertible loan of RMB 10.05 million [1] - Following the completion of the share acquisition, the Cayman company will be indirectly held 51% by investors, 41.78% by the founder's BVI company, and 7.22% by individual shareholders, making it an indirect non-wholly owned subsidiary of the company [1] Group 2 - The target group primarily engages in the research and sales of trendy toys and IP derivative products, with the Chinese IP industry maturing and expected to accelerate the rise of the trendy toy industry [2] - Young consumers increasingly value personalized and self-satisfying consumption, driven by emotional connections and companionship, which trendy toys can fulfill as a form of emotional and cultural consumption [2] - The share acquisition represents a strategic integration into the trendy toy industry, allowing the company to build a large private customer base, enhance consumer loyalty, and significantly increase brand value and market capitalization [2] - The acquisition will enable direct interaction with young consumers in areas such as celebrity economy, core fan operations around IP, artist collaborations, and new product licensing [2] - The convertible loan investment will provide stable interest income or allow the company to share in the future revenues of the target group, establishing a solid foundation for future collaboration and providing necessary funding for the target group's business development [2]

Group 1 - The company, 小黄鸭德盈, announced a share acquisition and convertible loan investment agreement, involving the purchase of approximately 27.74% of the issued share capital of a Cayman company for RMB 38.6 million and a convertible loan of RMB 10.05 million [1] - Following the completion of the share acquisition, the Cayman company will be held 51% by investors, 41.78% by the founder's BVI company, and 7.22% by individual shareholders, making it an indirect non-wholly owned subsidiary of the company [1] Group 2 - The target group primarily engages in the research and sales of trendy toys and IP derivative products, with the Chinese IP industry chain maturing, which is expected to accelerate the rise of the trendy toy industry [2] - The acquisition represents a strategic integration into the trendy toy industry, allowing the company to build a large private customer base, enhance consumer loyalty, and significantly increase brand value and market capitalization [2] - The acquisition will enable direct interaction with young consumers in areas such as star economy, core fan operations around IP, artist collaborations, and new product licensing, contributing to revenue growth and expansion of the company's IP matrix [2] - The convertible loan investment will provide stable interest income or allow the company to share in the future revenues of the target group, establishing a solid foundation for future collaboration and providing necessary funding for the target group's business development [2]

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，並明確表示概不就因本公告全部或任何部分內容而產生或因倚賴 該等內容而引致之任何損失承擔任何責任。 本公告僅供參考，並不構成收購、購買或認購本公司任何證券的邀請或要約。 B.Duck Semk Holdings International Limited 小黃鴨德盈控股國際有限公司 （於開曼群島註冊成立的有限公司） （股份代號：2250） 須予披露交易 涉及根據一般授權發行代價股份的 股份收購及可轉換貸款投資 董事會欣然宣佈，於2025年8月29日（交易時段後），本公司及德盈商貿（本公司 的間接全資附屬公司）與隱藏哇偶、哇偶文化傳媒、三口供應鏈、黃先生、嗨 燈屋文化及嗨燈屋合夥人訂立股份收購及可轉換貸款投資協議，據此(i)本公司 及賣方均已有條件同意於緊隨重組完成後分別購買及出售開曼公司已發行股本 總額的約27.74%，總代價為人民幣38.6百萬元；及(ii)本公司（或其指定境內聯 屬公司）已有條件同意向目標集團提供本金額為人民幣10,050,000元的可轉換貸 款。 於本公告日期，隱藏哇偶由黃先生持有 ...

Core Viewpoint - The company reported a significant increase in revenue while reducing its losses compared to the previous year [1] Financial Performance - The company achieved a revenue of HKD 82.314 million, representing a year-on-year growth of 37.38% [1] - The loss attributable to shareholders was HKD 10.743 million, which is a reduction of 36.66% compared to the same period last year [1] - The loss per share was HKD 0.0115 [1]

Group 1 - The company reported a revenue of HKD 82.314 million for the six months ending June 30, 2025, representing a year-on-year increase of 37.38% [1] - The loss attributable to shareholders narrowed to HKD 10.743 million, a decrease of 36.66% compared to the previous year [1] - The loss per share was HKD 0.0115 [1]

Group 1 - The company reported a revenue of HKD 82.314 million for the six months ending June 30, 2025, representing a year-on-year increase of 37.4% [1] - The loss attributable to equity holders was HKD 10.743 million, an improvement from a loss of HKD 16.961 million in the same period last year [1] - The basic loss per share was HKD 0.0115 [1]

[Financial Summary](index=1&type=section&id=Financial%20Summary) [Key Financial Data](index=1&type=section&id=Key%20Financial%20Data) For the six months ended June 30, 2025, the Company's revenue significantly increased by 37.4% to HK$82,314 thousand, with loss for the period narrowing to HK$11,653 thousand and loss attributable to owners of the Company also decreasing to HK$10,743 thousand, showing a substantial improvement in adjusted net loss margin | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 82,314 | 59,915 | +37.4% | | Loss for the period | (11,653) | (18,817) | -38.1% | | Loss attributable to owners of the Company | (10,743) | (16,961) | -36.6% | | Adjusted net loss attributable to owners of the Company (1) | (8,620) | (13,618) | -36.7% | | Adjusted net loss margin (%) (2) | (10.5) | (22.7) | -12.2pp | [Key Financial Ratios](index=2&type=section&id=Key%20Financial%20Ratios) As of June 30, 2025, the Company's gross profit margin, return on equity, and return on total assets improved, while current ratio and quick ratio decreased, and gearing ratio increased, indicating increased liquidity pressure and higher leverage | Metric | June 30, 2025 (%) | June 30, 2024 (%) | Change (pp) | | :--- | :--- | :--- | :--- | | Segment gross profit margin (1) | 55.5 | 54.8 | +0.7 | | Return on equity (2) | (6.4) | (8.3) | +1.9 | | Return on total assets (3) | (4.0) | (6.0) | +2.0 | | Current ratio (times) (4) | 1.9 | 2.7 | -0.8 | | Quick ratio (times) (5) | 1.8 | 2.5 | -0.7 | | Gearing ratio (%) (6) | 28.8 | 18.5 | +10.3 | - The Group is in a net cash position, thus net debt to equity ratio is not applicable[3](index=3&type=chunk) [Interim Condensed Consolidated Financial Statements](index=3&type=section&id=Interim%20Condensed%20Consolidated%20Financial%20Statements) [Interim Condensed Consolidated Statement of Comprehensive Income](index=3&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) For the six months ended June 30, 2025, the Company's revenue increased to HK$82,314 thousand, operating loss significantly narrowed to HK$11,054 thousand, loss for the period was HK$11,653 thousand, and basic loss per share was HK$1.15 cents, showing an improvement compared to the same period last year | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 82,314 | 59,915 | | Other income | 4,551 | 3,645 | | Net other losses | (201) | (2,408) | | Cost of inventories sold | (18,274) | (15,198) | | Employee benefit expenses | (39,230) | (31,726) | | Promotion costs | (12,127) | (7,702) | | Operating loss | (11,054) | (20,959) | | Net finance income | 168 | 1,071 | | Loss for the period | (11,653) | (18,817) | | Loss attributable to owners of the Company | (10,743) | (16,961) | | Basic loss per share (HK cents) | (1.15) | (1.79) | [Interim Condensed Consolidated Statement of Financial Position](index=5&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Company's total assets slightly decreased to HK$288,208 thousand, total equity decreased to HK$182,977 thousand, while total liabilities increased, mainly due to growth in bank and other borrowings | Metric | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Total assets | 288,208 | 293,050 | | Non-current assets | 101,357 | 117,518 | | Current assets | 186,851 | 175,532 | | Total equity | 182,977 | 192,915 | | Total liabilities | 105,231 | 100,135 | | Non-current liabilities | 8,553 | 10,370 | | Current liabilities | 96,678 | 89,765 | [Notes to Interim Financial Information](index=7&type=section&id=Notes%20to%20Interim%20Financial%20Information) [1 General Information](index=7&type=section&id=1%20General%20Information) Semk Holdings International Limited is incorporated in the Cayman Islands, primarily engaged in licensing services, design consulting, and trading of licensed brand products in Hong Kong and mainland China, with financial information presented in HK dollars - The Company's principal businesses are providing licensing services, design consulting services, and trading of licensed brand products, primarily in Hong Kong and mainland China[8](index=8&type=chunk) [2 Basis of Preparation](index=7&type=section&id=2%20Basis%20of%20Preparation) The interim condensed consolidated financial information is prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the HKICPA and should be read in conjunction with the annual consolidated financial statements - The interim financial information is prepared in accordance with HKAS 34 and should be read in conjunction with the annual report[9](index=9&type=chunk) [3 Accounting Policies](index=7&type=section&id=3%20Accounting%20Policies) The Group's accounting policies applied are consistent with the previous financial year, with differences only in income tax estimates and the adoption of new/revised standards, which have no material impact on current or prior period financial information, nor are expected to have a significant future impact - The revised standards adopted in the current period, such as HKAS 21 and HKFRS 1 (Amendments) Lack of Exchangeability, have no impact on the interim condensed consolidated financial information[10](index=10&type=chunk)[11](index=11&type=chunk) - New and revised standards issued but not yet effective, such as HKFRS 9 and 7 (Amendments) on classification and measurement of financial instruments, and HKFRS 18 Presentation and Disclosure in Financial Statements, are not expected to have a significant impact on the Group[12](index=12&type=chunk)[13](index=13&type=chunk) [4 Critical Accounting Estimates and Judgements](index=8&type=section&id=4%20Critical%20Accounting%20Estimates%20and%20Judgements) The critical accounting estimates and judgements made by management in preparing the financial information are consistent with those described in the annual consolidated financial statements for the year ended December 31, 2024, and actual results may differ - Critical accounting estimates and judgements are consistent with the 2024 annual consolidated financial statements, and actual results may differ[14](index=14&type=chunk) [5 Financial Risk Management](index=9&type=section&id=5%20Financial%20Risk%20Management) The Group is exposed to market risk, credit risk, and liquidity risk, which are managed through prudent risk management policies; credit risk primarily arises from receivables, liquidity risk is managed by maintaining liquid assets and bank facilities, and capital risk is controlled by monitoring the gearing ratio - The Group's risk management policies have not changed since December 31, 2024[17](index=17&type=chunk) [5.1 Financial Risk Factors](index=9&type=section&id=5.1%20Financial%20Risk%20Factors) [5.1.1 Credit Risk](index=9&type=section&id=5.1.1%20Credit%20Risk) The Group's credit risk primarily arises from trade receivables, contract assets, and other receivables, with the largest customer's receivables accounting for 35% of total assets; management controls risk through credit verification, monitoring overdue debts, and regularly reviewing recoverable amounts, while expected credit losses for trade receivables and contract assets are measured using a simplified approach adjusted for macroeconomic factors - The receivables (other receivables, contract assets, and trade receivables) from the Group's largest customer collectively accounted for **35%** of the Group's total assets (2024: 36%)[19](index=19&type=chunk) - Management considers credit risk manageable and implements credit verification procedures and monitors overdue debts[19](index=19&type=chunk) Trade Receivables and Contract Assets Credit Loss Provision (June 30, 2025) | Category | Gross Carrying Amount (HK$ thousand) | Credit Loss Provision (HK$ thousand) | Expected Loss Rate (%) | | :--- | :--- | :--- | :--- | | **Character Licensing** | | | | | Individually assessed | 52,928 | (17,464) | 33.0 | | Collectively assessed total | 22,377 | (2,010) | | | **E-commerce and Other** | | | | | Collectively assessed total | 5,899 | (681) | | Trade Receivables and Contract Assets Credit Loss Provision (December 31, 2024) | Category | Gross Carrying Amount (HK$ thousand) | Credit Loss Provision (HK$ thousand) | Expected Loss Rate (%) | | :--- | :--- | :--- | :--- | | **Character Licensing** | | | | | Individually assessed | 55,335 | (16,192) | 29.3 | | Collectively assessed total | 18,258 | (3,033) | | | **E-commerce and Other** | | | | | Collectively assessed total | 4,914 | (501) | | - As of June 30, 2025, management assessed that other receivables from third parties (HK$68,835 thousand) had a significant increase in credit risk, recognizing a full lifetime expected credit loss of approximately **HK$2,140 thousand**[26](index=26&type=chunk) [5.1.2 Liquidity Risk](index=12&type=section&id=5.1.2%20Liquidity%20Risk) The Group manages liquidity risk by monitoring its liquidity structure and maintaining prudent levels of liquid assets and bank facilities; as of June 30, 2025, total financial liabilities amounted to HK$86,636 thousand, with most maturing within one year Financial Liabilities Remaining Contractual Maturity Analysis (June 30, 2025) | Category | On demand or within one year (HK$ thousand) | One to two years (HK$ thousand) | Two to five years (HK$ thousand) | Total (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Trade payables | 5,213 | – | – | 5,213 | | Other payables | 14,377 | – | – | 14,377 | | Lease liabilities | 6,628 | 3,737 | 3,942 | 14,307 | | Bank and other borrowings | 51,948 | 791 | – | 52,739 | | **Total** | **78,166** | **4,528** | **3,942** | **86,636** | Bank Borrowings Maturity Analysis (June 30, 2025) | Category | Within one year (HK$ thousand) | One to two years (HK$ thousand) | Two to five years (HK$ thousand) | Over five years (HK$ thousand) | Total (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | | Bank borrowings | 22,923 | 10,358 | 23,281 | – | 56,562 | - As of June 30, 2025, the Group had cash and cash equivalents of approximately **HK$54,743 thousand**[31](index=31&type=chunk) [5.2 Capital Risk Management](index=13&type=section&id=5.2%20Capital%20Risk%20Management) The Group aims to safeguard its ability to continue as a going concern, provide returns to shareholders, and maintain an optimal capital structure by monitoring the gearing ratio; as cash and cash equivalents exceed total borrowings, the Group is in a net cash position, and the gearing ratio is not applicable - The Group is in a net cash position, and the gearing ratio is not applicable[33](index=33&type=chunk) [5.3 Fair Value Estimation](index=13&type=section&id=5.3%20Fair%20Value%20Estimation) The carrying amounts of investments in life insurance contracts, financial assets at fair value through profit or loss, accruals, provisions, and other payables are reasonable approximations of their fair values, estimated by discounting future contractual cash flows - Fair values of financial assets and liabilities are estimated by discounting future contractual cash flows[34](index=34&type=chunk) [6 Revenue and Segment Information](index=14&type=section&id=6%20Revenue%20and%20Segment%20Information) The Group's revenue primarily derives from licensing services, design consulting, and sales of licensed brand products, with total revenue increasing by 37.4% year-on-year; business is divided into character licensing and e-commerce and other segments, with mainland China as the main revenue source, and contract assets and liabilities related to customer contracts are recognized [6(a) Revenue](index=14&type=section&id=6%28a%29%20Revenue) Revenue Analysis (For the six months ended June 30) | Revenue Category | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | **Recognized over time** | | | | | Provision of licensing services | 23,611 | 18,945 | +24.6% | | Provision of design consulting services | 10,943 | 7,380 | +48.3% | | Subtotal | 34,554 | 26,325 | +31.3% | | **Recognized at a point in time** | | | | | Sales of licensed brand products | 43,874 | 33,590 | +30.6% | | Live entertainment related ticketing income | 3,886 | – | Not applicable | | Subtotal | 47,760 | 33,590 | +42.2% | | **Total Revenue** | **82,314** | **59,915** | **+37.4%** | [6(b) Segment Information](index=14&type=section&id=6%28b%29%20Segment%20Information) - The Group's businesses are divided into character licensing (providing licensing services, design consulting, live entertainment ticketing) and e-commerce and other (trading of licensed brand products)[36](index=36&type=chunk) Segment Results (For the six months ended June 30) | Metric | Character Licensing (HK$ thousand) | E-commerce and Other (HK$ thousand) | Total (HK$ thousand) | | :--- | :--- | :--- | :--- | | **2025** | | | | | External sales revenue | 38,440 | 43,874 | 82,314 | | Segment results | (8,381) | (1,149) | (9,530) | | **2024** | | | | | External sales revenue | 26,325 | 33,590 | 59,915 | | Segment results | (12,858) | (2,172) | (15,030) | Revenue by Customer Location (For the six months ended June 30) | Region | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Mainland China | 76,347 | 57,161 | | Hong Kong | 1,287 | 956 | | Southeast Asia and Taiwan | 3,981 | 1,622 | | Other | 699 | 176 | | **Total** | **82,314** | **59,915** | [6(c) Contract Assets and Liabilities from Contracts with Customers](index=16&type=section&id=6%28c%29%20Contract%20Assets%20and%20Liabilities%20from%20Contracts%20with%20Customers) - Live entertainment related ticketing income is recognized when customers redeem tokens, with revenue from unused tokens deferred as contract liabilities[38](index=38&type=chunk) Contract Assets and Liabilities from Contracts with Customers | Metric | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Contract assets | 16,389 | 19,713 | | Contract liabilities | 10,119 | 10,116 | Changes in Impairment Provision for Contract Assets (For the six months ended June 30) | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Beginning of period | (1,233) | (543) | | Reversal/(Provision) | 779 | (719) | | End of period | (481) | (1,256) | Unfulfilled Obligations (As of June 30) | Period | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within one year | 24,245 | 23,579 | | One to two years | 14,718 | 14,989 | | Two to three years | 2,801 | 8,685 | | Three to four years | 251 | 662 | | After four years | – | 29 | | **Total** | **42,015** | **47,944** | [7 Other Income and Net Other Losses](index=17&type=section&id=7%20Other%20Income%20and%20Net%20Other%20Losses) For the six months ended June 30, 2025, other income increased by 27.8% to HK$4,551 thousand, primarily driven by increased other tax refunds and e-commerce solution services income, while net other losses significantly narrowed due to reduced net foreign exchange losses Other Income and Net Other Losses (For the six months ended June 30) | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | **Other Income** | | | | Sample sales | 536 | 554 | | Management fee income | 901 | 1,111 | | Government grants | 194 | 181 | | Compensation received | 614 | 1,361 | | Other tax refunds | 1,232 | – | | E-commerce solution services | 748 | – | | **Total Other Income** | **4,551** | **3,645** | | **Net Other Losses** | | | | Net foreign exchange losses | (201) | (2,494) | | Net gain on disposal of property, plant and equipment | – | 86 | | **Total Net Other Losses** | **(201)** | **(2,408)** | - Other income increased primarily due to other tax refunds of approximately **HK$1.2 million** received in the first six months of 2025[42](index=42&type=chunk)[95](index=95&type=chunk) - Net other losses significantly decreased, mainly due to a reduction in net foreign exchange losses from HK$2,494 thousand to **HK$201 thousand**[42](index=42&type=chunk) [8 Employee Benefit Expenses](index=17&type=section&id=8%20Employee%20Benefit%20Expenses) For the six months ended June 30, 2025, employee benefit expenses increased to HK$39,230 thousand, primarily due to higher salaries, allowances, and benefits, partially offset by a decrease in share award scheme expenses Employee Benefit Expenses (For the six months ended June 30) | Category | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Salaries, allowances and benefits | 32,495 | 24,364 | | Retirement benefit costs | 4,612 | 3,575 | | Share-based payments | 2,123 | 3,787 | | **Total** | **39,230** | **31,726** | - The increase in employee benefit expenses was mainly due to an increase in personnel for the character licensing business and e-commerce and other businesses, partially offset by a decrease in share-based payments[93](index=93&type=chunk) [9 Other Expenses](index=18&type=section&id=9%20Other%20Expenses) For the six months ended June 30, 2025, other expenses decreased to HK$16,010 thousand, primarily due to a significant reduction in legal and professional fees, partially offset by increased office expenses and commission expenses Other Expenses (For the six months ended June 30) | Category | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Travel and transportation | 2,288 | 2,930 | | Office expenses | 2,732 | 2,592 | | Legal and professional fees | 4,243 | 7,322 | | Agency fees | 354 | 89 | | Commission expenses | 1,422 | – | | Auditor's remuneration | 998 | 1,114 | | Other | 2,867 | 2,180 | | **Total** | **16,010** | **17,652** | - Other expenses decreased mainly due to a reduction in legal, audit, and professional fees, partially offset by an increase in office expenses and other expenses[103](index=103&type=chunk) [10 Net Finance Income](index=18&type=section&id=10%20Net%20Finance%20Income) For the six months ended June 30, 2025, net finance income significantly decreased to HK$168 thousand, primarily due to lower interest income from bank deposits, as well as the impact of interest expenses and bank charges Net Finance Income (For the six months ended June 30) | Category | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | **Finance Income** | | | | Interest income from bank deposits | 513 | 1,629 | | Other interest income | 844 | 860 | | **Total Finance Income** | **1,357** | **2,489** | | **Finance Costs** | | | | Finance costs on lease liabilities | (335) | (497) | | Bank charges | (123) | (29) | | Interest expenses | (731) | (892) | | **Total Finance Costs** | **(1,189)** | **(1,418)** | | **Net Finance Income** | **168** | **1,071** | - The decrease in net finance income was mainly due to lower average deposit balances and lower interest rates, resulting in reduced interest income from bank deposits[104](index=104&type=chunk) [11 Income Tax](index=19&type=section&id=11%20Income%20Tax) For the six months ended June 30, 2025, the income tax position shifted from a credit in the prior period to an expense of HK$767 thousand, primarily due to increased enterprise income tax in mainland China; Hong Kong profits tax is calculated under a two-tiered system, while mainland China entities are subject to a statutory income tax rate of 25% Income Tax (Expense)/Credit (For the six months ended June 30) | Category | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Current income tax | 692 | 762 | | Deferred income tax | 75 | (1,833) | | **Total** | **767** | **(1,071)** | - The income tax position shifted from an income tax credit of approximately **HK$1.1 million** in the first six months of 2024 to an income tax expense of approximately **HK$0.8 million** in the first six months of 2025, primarily due to an increase in mainland China enterprise income tax[105](index=105&type=chunk) - Hong Kong profits tax is calculated at **8.25%** (for the first HK$2,000,000) and **16.5%** (for the remainder), while mainland China entities are subject to a statutory income tax rate of **25%**[48](index=48&type=chunk)[49](index=49&type=chunk) [12 Dividends](index=19&type=section&id=12%20Dividends) The Company settled the 2023 final dividend of HK$0.5 cents per ordinary share on June 21, 2024, but the Board has resolved not to declare any interim dividend for the six months ended June 30, 2025 - The 2023 final dividend of **HK$0.5 cents** per share was settled on June 21, 2024, totaling **HK$4,904,965**[51](index=51&type=chunk) - The Board has resolved not to declare any interim dividend for the six months ended June 30, 2025[52](index=52&type=chunk) [13 Loss Per Share](index=20&type=section&id=13%20Loss%20Per%20Share) For the six months ended June 30, 2025, basic loss per share was HK$1.15 cents, an improvement from HK$1.79 cents in the prior period; diluted loss per share is the same as basic loss per share due to the anti-dilutive effect of potential ordinary shares Loss Per Share (For the six months ended June 30) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Loss attributable to owners of the Company (HK$ thousand) | (10,743) | (16,961) | | Weighted average number of ordinary shares in issue | 937,787,514 | 947,743,355 | | Basic loss per share (HK cents) | (1.15) | (1.79) | - Diluted loss per share is the same as basic loss per share because potential ordinary shares have an anti-dilutive effect[55](index=55&type=chunk) [14 Inventories](index=20&type=section&id=14%20Inventories) As of June 30, 2025, net inventories increased to HK$16,833 thousand, primarily due to increased e-commerce business revenue; cost of inventories sold for the period was HK$18,274 thousand, and an impairment reversal of HK$2,046 thousand was recognized Inventories (As of June 30) | Category | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Finished goods – gross | 21,167 | 20,189 | | Less: Inventory provision | (4,334) | (6,310) | | **Finished goods – net** | **16,833** | **13,879** | - Cost of inventories sold was **HK$18,274 thousand** (2024: HK$15,198 thousand), and an impairment reversal of **HK$2,046 thousand** (2024: HK$1,674 thousand) was recognized[56](index=56&type=chunk) [15 Trade Receivables](index=21&type=section&id=15%20Trade%20Receivables) As of June 30, 2025, net trade receivables increased to HK$44,660 thousand, primarily due to increased revenue; credit terms are typically 0 to 30 days, but overdue amounts over 180 days still represent a significant proportion, and loss provision for trade receivables increased during the period Trade Receivables (As of June 30) | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Gross trade receivables | 64,334 | 57,561 | | Less: Loss provision | (19,674) | (18,493) | | **Net** | **44,660** | **39,068** | Ageing Analysis of Trade Receivables (As of June 30) | Ageing | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Current to 30 days | 45,108 | 38,840 | | Over 180 days | 15,762 | 17,148 | Changes in Credit Loss Provision for Trade Receivables (For the six months ended June 30) | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Beginning of period | (18,493) | (19,803) | | Write-off | 952 | 1,195 | | Impairment loss (provision)/reversal | (1,886) | 1,821 | | End of period | (19,674) | (16,668) | [16 Deposits, Prepayments and Other Receivables](index=22&type=section&id=16%20Deposits%2C%20Prepayments%20and%20Other%20Receivables) As of June 30, 2025, the current portion of net deposits, prepayments, and other receivables increased to HK$54,226 thousand, mainly due to increased consideration receivable for trademark transfers, while the non-current portion decreased, and impairment provision slightly decreased during the period Deposits, Prepayments and Other Receivables (As of June 30) | Category | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | **Current Portion** | | | | Consideration receivable for trademark transfers | 30,817 | 13,833 | | Other prepayments | 7,795 | 10,315 | | **Current Net** | **54,226** | **39,887** | | **Non-current Portion** | | | | Consideration receivable for trademark transfers | 38,018 | 56,157 | | **Non-current Net** | **46,619** | **64,232** | Changes in Credit Loss Provision for Deposits and Other Receivables (As of June 30) | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Beginning of period | (2,176) | (3,863) | | Reversal of impairment loss | 36 | 932 | | End of period | (2,140) | (2,931) | - The Group has purchased life insurance for a director, with a cash surrender value available at any time[58](index=58&type=chunk) [17 Financial Assets at Fair Value Through Profit or Loss](index=23&type=section&id=17%20Financial%20Assets%20at%20Fair%20Value%20Through%20Profit%20or%20Loss) As of June 30, 2025, the balance of financial assets at fair value through profit or loss increased to HK$9,139 thousand, primarily comprising unlisted equity investments; there were no fair value losses during the period, but currency translation differences were recorded Financial Assets at Fair Value Through Profit or Loss (As of June 30) | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Balance at January 1 | 9,000 | 9,735 | | Fair value loss | – | (889) | | Currency translation differences | 139 | (64) | | **Balance at June 30** | **9,139** | **8,782** | - Financial assets include equity investments in two unlisted Chinese entities, classified as financial assets at fair value through profit or loss due to preferential rights or lack of control/significant influence[59](index=59&type=chunk)[60](index=60&type=chunk) [18 Trade Payables](index=24&type=section&id=18%20Trade%20Payables) As of June 30, 2025, trade payables significantly increased to HK$5,213 thousand, mainly due to an increase in amounts payable to related parties; supplier credit terms are typically around 60 days Trade Payables (As of June 30) | Category | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Related parties | 1,986 | – | | Third parties | 3,227 | 2,307 | | **Total** | **5,213** | **2,307** | Ageing Analysis of Trade Payables (As of June 30) | Ageing | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within 30 days | 3,427 | 1,545 | | Over 90 days | 517 | 368 | [19 Accruals and Other Payables](index=24&type=section&id=19%20Accruals%20and%20Other%20Payables) As of June 30, 2025, total accruals and other payables slightly increased to HK$22,585 thousand, primarily due to increases in accrued salaries and other benefits, as well as other payables Accruals and Other Payables (As of June 30) | Category | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Accrued expenses | 4,191 | 4,974 | | Accrued salaries and other benefits | 4,990 | 4,365 | | Other payables | 10,186 | 8,949 | | VAT and other taxes payable | 3,218 | 4,056 | | **Total** | **22,585** | **22,344** | [20 Bank and Other Borrowings](index=25&type=section&id=20%20Bank%20and%20Other%20Borrowings) As of June 30, 2025, total bank and other borrowings increased to HK$52,731 thousand, with most being current bank borrowings; the Group has utilized part of its bank facilities, pledged with corporate guarantees Bank and Other Borrowings (As of June 30) | Category | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Non-current | 783 | – | | Current | 51,948 | 45,923 | | **Total** | **52,731** | **45,923** | Repayable Amounts of Borrowings (As of June 30) | Period | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within one year | 21,139 | 12,119 | | One to two years | 9,397 | 7,671 | | Two to five years | 22,195 | 24,689 | | Over five years | – | 1,444 | | **Total** | **52,731** | **45,923** | - As of June 30, 2025, the weighted average effective annual interest rate for bank borrowings was **3.28%**[63](index=63&type=chunk) - The Group has utilized bank facilities of **HK$48,567 thousand**, with unutilized facilities of **HK$21,821 thousand**, pledged with corporate guarantees[64](index=64&type=chunk) [21 Share Capital](index=26&type=section&id=21%20Share%20Capital) As of June 30, 2025, the Company's issued and fully paid share capital was HK$191 thousand, with share premium of HK$240,511 thousand, unchanged since January 1, 2024 Share Capital (As of June 30) | Metric | Number of Ordinary Shares | Share Capital Par Value (HK$ thousand) | Share Premium (HK$ thousand) | | :--- | :--- | :--- | :--- | | As at January 1, 2024 | 980,993,000 | 191 | 245,253 | | Dividends declared from share premium account | – | – | (4,742) | | As at June 30, 2025 | 980,993,000 | 191 | 240,511 | [22 Share Award Scheme](index=26&type=section&id=22%20Share%20Award%20Scheme) The Company operates a share award scheme managed by a trustee to reward eligible participants; for the six months ended June 30, 2025, the Group recognized share award expenses of approximately HK$2,213 thousand, and 8,560,000 vested shares were transferred to employees - The share award scheme limit is **10%** of the Company's issued share capital, aiming to reward employees and other service providers[66](index=66&type=chunk) - As of June 30, 2025, **32,384,000 shares** were held under the share award scheme (December 31, 2024: 40,944,000 shares)[68](index=68&type=chunk) - For the six months ended June 30, 2025, the Group recognized share award expenses of approximately **HK$2,213 thousand** (2024: HK$3,787 thousand)[70](index=70&type=chunk) - As of June 30, 2025, **8,560,000 vested shares** were transferred from the share award scheme to employees[70](index=70&type=chunk) [23 Related Party Transactions](index=27&type=section&id=23%20Related%20Party%20Transactions) The Group engages in transactions with various related parties, including purchases of goods, management fee income, e-commerce solution services, and lease expenses; as of June 30, 2025, both receivables from and payables to related parties have changed - Key related parties include the ultimate holding company, Semk Products (Group) Limited, and companies controlled by Mr. Hui Hiu Lam[71](index=71&type=chunk) Related Party Transactions (For the six months ended June 30) | Transaction Category | Related Party | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | :--- | | Purchases of goods | Semk Toys | (16,790) | (11,956) | | Management fee income | Semk Toys | 901 | 1,111 | | E-commerce solution services | Semk Toys | 748 | – | | Lease expenses | Ego Brand International Limited | (120) | (120) | | Advertising expenses | Dream Factory | (17) | (187) | Balances with Related Parties (As of June 30) | Balance Category | Related Party | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | :--- | | Prepayments and other receivables from related parties | Semk Toys | 965 | 3,742 | | Trade receivables | Dream Factory | 166 | 156 | | Trade payables | Semk Toys | (1,986) | – | | Other payables | Semk Toys | (783) | (4,592) | Key Management Personnel Remuneration (For the six months ended June 30) | Category | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Salaries and allowances | 3,340 | 3,371 | | Social security costs | 46 | 44 | | Retirement benefit costs | 54 | 59 | | **Total** | **3,440** | **3,474** | [24 Contingent Liabilities](index=29&type=section&id=24%20Contingent%20Liabilities) The Group faces a trademark infringement lawsuit, with the claimant seeking RMB55,000,000 in damages; despite a first-instance judgment requiring the Group to pay compensation, the Group has appealed, and the claimant's trademark has been declared invalid, with the Board having made a provision of RMB1,000,000 and a counter-indemnity provided by the controlling shareholder - The Group faces a trademark infringement lawsuit, with the claimant seeking **RMB55,000,000** in damages[76](index=76&type=chunk) - The first-instance judgment required the Group to pay **RMB6,000,000** in damages, but the Group has appealed, and the claimant's trademark has been declared invalid[76](index=76&type=chunk)[77](index=77&type=chunk) - The Board has made a provision of **RMB1,000,000** (approximately HK$1,097,000) for the case[77](index=77&type=chunk) - The controlling shareholder has entered into an indemnity deed to indemnify the Group for any losses incurred from the aforementioned case[77](index=77&type=chunk) [25 Events After the Reporting Period](index=29&type=section&id=25%20Events%20After%20the%20Reporting%20Period) No other significant events have occurred after June 30, 2025, except for those disclosed in other sections of this announcement - No other significant events occurred after the reporting period[78](index=78&type=chunk) [Business Review](index=30&type=section&id=Business%20Review) [Business Overview](index=30&type=section&id=Business%20Overview) The Group primarily operates character licensing and e-commerce and other businesses, and has entered into cooperation arrangements with 8 new IPs to develop into a multi-IP company - The Group is primarily engaged in character licensing business (B.Duck family character creation, design, licensing, brand management, and marketing) and e-commerce and other businesses (design, development, sourcing, and retail of B.Duck family character products)[79](index=79&type=chunk) - To develop into a multi-IP company, the Group entered into cooperation arrangements with **8 new IPs** in July 2025[79](index=79&type=chunk) [Character Licensing Business](index=30&type=section&id=Character%20Licensing%20Business) The character licensing business covers five service categories: merchandise licensing, live entertainment licensing, content and media licensing, promotional licensing, and design consulting; the Group began launching self-operated live entertainment projects in 2025, such as B.Duck City Funs and B.Duck City Park - The character licensing business is divided into five service categories: merchandise licensing, live entertainment licensing, content and media licensing, promotional licensing, and design consulting[80](index=80&type=chunk) - The Group began launching self-operated live entertainment projects in 2025, such as B.Duck City Funs and B.Duck City Park, aiming to expand the scale of its self-operated live entertainment initiatives[80](index=80&type=chunk)[83](index=83&type=chunk) [E-commerce and Other Businesses](index=30&type=section&id=E-commerce%20and%20Other%20Businesses) E-commerce and other businesses primarily involve selling B.Duck family character products through third-party platforms, expanding from Tmall to domestic platforms like JD.com, Vipshop, Pinduoduo, Xiaohongshu, and Douyin, and extending to overseas markets such as Thailand, Indonesia, and the United States since 2022 - The e-commerce business has expanded from Tmall to domestic platforms such as JD.com, Vipshop, Pinduoduo, Xiaohongshu, and Douyin[81](index=81&type=chunk) - Since 2022, the Group has launched overseas e-commerce businesses in Thailand, Indonesia, and the United States, currently operating e-commerce stores on Lazada, TikTok, and Amazon[81](index=81&type=chunk) [Financial Review](index=31&type=section&id=Financial%20Review) [Revenue by Business Segment](index=31&type=section&id=Revenue%20by%20Business%20Segment) For the six months ended June 30, 2025, revenue from the character licensing business increased by 46.0% to HK$38.4 million, driven by increased live entertainment licensing and design consulting services, while e-commerce and other businesses revenue grew by 30.6% to HK$43.9 million, attributed to promotional efforts and overseas market expansion Revenue by Business Segment (For the six months ended June 30) | Business Segment | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Character Licensing Business | 38,440 | 26,325 | +46.0% | | E-commerce and Other Businesses | 43,874 | 33,590 | +30.6% | | **Total** | **82,314** | **59,915** | **+37.4%** | - The increase in character licensing business revenue was mainly due to increased licensing fees and additional licensing fees from live entertainment licensing and design consulting services, as well as **HK$3.9 million** in ticketing income from self-operated live entertainment initiatives[83](index=83&type=chunk) - The increase in e-commerce and other businesses revenue was primarily due to increased promotional efforts on e-commerce platforms and expansion to other e-commerce platforms in China and Southeast Asia[84](index=84&type=chunk) - The number of licensees with business relationships with the Group increased from **530** as of December 31, 2024, to **577** as of June 30, 2025[83](index=83&type=chunk)[84](index=84&type=chunk) [Revenue by Intellectual Property](index=31&type=section&id=Revenue%20by%20Intellectual%20Property) B.Duck family characters primarily target brand-conscious consumers aged 15 to 34 in Asia; B.Duck products remain the main revenue source for the Group's character licensing business, accounting for 90.6% of licensing revenue in the first six months of 2025, with a year-on-year growth of 54.9% - B.Duck family characters primarily target brand-conscious, high-purchasing power, tech-savvy, and social media-active consumers aged 15 to 34 in Asia[85](index=85&type=chunk) Revenue from Character Licensing Business by IP Character (For the six months ended June 30) | IP Character | 2025 (HK$ thousand) | 2025 (%) | 2024 (HK$ thousand) | 2024 (%) | | :--- | :--- | :--- | :--- | :--- | | B.Duck | 34,817 | 90.6 | 22,471 | 85.3 | | Buffy | 1,518 | 3.9 | 1,551 | 5.9 | | B.Duck Baby | 1,610 | 4.2 | 1,884 | 7.2 | | Licensed Characters | 495 | 1.3 | 419 | 1.6 | | **Total** | **38,440** | **100** | **26,325** | **100** | - Revenue from B.Duck products accounted for **90.6%** of licensing revenue in the first six months of 2025, growing by **54.9%** year-on-year to **HK$34.8 million**[86](index=86&type=chunk) [Revenue by Geographical Location of Customers](index=32&type=section&id=Revenue%20by%20Geographical%20Location%20of%20Customers) Mainland China remains the Group's largest revenue source, accounting for 92.8% of total revenue in the first six months of 2025; as the Group expands its operations in other Asia-Pacific regions, the revenue share from Hong Kong, Southeast Asia, and Taiwan has increased, with plans to focus on the United States for global expansion Revenue by Geographical Location of Customers (For the six months ended June 30) | Region | 2025 (HK$ thousand) | 2025 (%) | 2024 (HK$ thousand) | 2024 (%) | | :--- | :--- | :--- | :--- | :--- | | Mainland China | 76,347 | 92.8 | 57,161 | 95.4 | | Hong Kong | 1,287 | 1.6 | 956 | 1.6 | | Southeast Asia and Taiwan | 3,981 | 4.8 | 1,622 | 2.7 | | Other | 699 | 0.8 | 176 | 0.3 | | **Total** | **82,314** | **100** | **59,915** | **100** | - Mainland China remains the largest revenue contributing region, accounting for **92.8%** of total revenue (2024: 95.4%)[88](index=88&type=chunk) - The revenue share from Hong Kong, Southeast Asia, and Taiwan increased from **4.3% to 6.4%**, with the Group aiming to expand its global business beyond Asia, focusing on the United States in the short term[88](index=88&type=chunk) [Revenue from Character Licensing Business](index=33&type=section&id=Revenue%20from%20Character%20Licensing%20Business) For the six months ended June 30, 2025, revenue from the character licensing business increased to HK$38.4 million; merchandise licensing remains the largest component, but live entertainment licensing and related ticketing income grew significantly, and design consulting service fees also saw a substantial increase Revenue from Character Licensing Business by Service Type (For the six months ended June 30) | Service Type | 2025 (HK$ thousand) | 2025 (%) | 2024 (HK$ thousand) | 2024 (%) | | :--- | :--- | :--- | :--- | :--- | | **Merchandise Licensing** | | | | | | Total licensing fee income | 17,501 | 45.5 | 17,335 | 65.9 | | **Live Entertainment Licensing** | | | | | | Total licensing fee income | 6,001 | 15.6 | 1,499 | 5.7 | | Live entertainment related ticketing income | 3,886 | 10.1 | – | – | | **Content and Media Licensing** | | | | | | Total licensing fee income | 81 | 0.2 | 105 | 0.4 | | **Promotional Licensing** | | | | | | Total licensing fee income | 28 | 0.1 | 6 | 0.0 | | **Design Consulting Service Fees** | 10,943 | 28.5 | 7,380 | 28.0 | | **Total** | **38,440** | **100** | **26,325** | **100** | - Total licensing fee income from live entertainment licensing significantly increased from **HK$1,499 thousand to HK$6,001 thousand**, with an additional **HK$3,886 thousand** in live entertainment related ticketing income[89](index=89&type=chunk) - Design consulting service fees increased from **HK$7,380 thousand to HK$10,943 thousand**, with a slight increase in proportion[89](index=89&type=chunk) [Cost of Inventories Sold](index=34&type=section&id=Cost%20of%20Inventories%20Sold) For the six months ended June 30, 2025, cost of inventories sold increased to HK$18.3 million, primarily from e-commerce and other businesses; the gross profit margin for this business remained stable at 55.5%, indicating good cost control - Cost of inventories sold was approximately **HK$18.3 million** (2024: HK$15.2 million), primarily from e-commerce and other businesses[90](index=90&type=chunk) - The gross profit margin for e-commerce and other businesses was **55.5%** (2024: 54.8%), remaining stable[90](index=90&type=chunk) [Employee Benefit Expenses](index=34&type=section&id=Employee%20Benefit%20Expenses) For the six months ended June 30, 2025, employee benefit expenses increased to HK$39.2 million, mainly due to increased personnel in character licensing and e-commerce and other businesses; the employee benefit expenses to revenue ratio for character licensing business decreased, indicating improved efficiency, but the ratio for China pop toy e-commerce sales significantly increased - Employee benefit expenses were approximately **HK$39.2 million** (2024: HK$31.7 million), accounting for **40.6%** of total operating expenses (2024: 38.1%)[91](index=91&type=chunk) Employee Benefit Expenses by Business Segment (For the six months ended June 30) | Business Segment | 2025 Revenue (HK$ thousand) | 2025 Employee Benefit Expenses (HK$ thousand) | 2024 Revenue (HK$ thousand) | 2024 Employee Benefit Expenses (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Character Licensing Business | 38,440 | 25,310 | 26,325 | 21,157 | | China E-commerce Sales (Apparel, Gifts & Accessories) | 35,681 | 5,205 | 28,701 | 3,411 | | Overseas Market E-commerce Sales | 3,667 | 1,448 | 1,155 | 544 | | China E-commerce Sales (Pop Toys) | 1,675 | 1,086 | 1,541 | 383 | | Share Award Scheme Expenses | – | 2,123 | – | 3,787 | - The employee benefit expenses to revenue ratio for the character licensing business decreased from **80.4% to 65.8%**, indicating economies of scale and good cost control[93](index=93&type=chunk) - The employee benefit expenses to revenue ratio for China pop toy e-commerce sales significantly increased from **24.9% to 64.8%**, due to higher initial staffing for business development[93](index=93&type=chunk) [Impairment Loss (Provision)/Reversal of Contract Assets and Financial Assets Measured at Amortised Cost](index=35&type=section&id=Impairment%20Loss%20%28Provision%29%2FReversal%20of%20Contract%20Assets%20and%20Financial%20Assets%20Measured%20at%20Amortised%20Cost) For the six months ended June 30, 2025, the Group recorded an impairment loss provision of approximately HK$1.1 million for contract assets and financial assets, compared to a net reversal of HK$2.0 million in the prior period, primarily due to increased trade receivables - The Group recorded an impairment loss provision of approximately **HK$1.1 million** (2024: net reversal of HK$2.0 million), mainly due to an increase in trade receivables[94](index=94&type=chunk) - The Group will continue to closely monitor the recoverability of trade receivables and implement strict policies to ensure timely collection[94](index=94&type=chunk) [Other Income](index=35&type=section&id=Other%20Income) For the six months ended June 30, 2025, other income increased by 27.8% to HK$4.6 million, primarily due to receiving approximately HK$1.2 million in other tax refunds - Other income increased by **27.8% to HK$4.6 million** (2024: HK$3.6 million), mainly due to receiving approximately **HK$1.2 million** in other tax refunds[95](index=95&type=chunk) [Promotion Costs](index=36&type=section&id=Promotion%20Costs) For the six months ended June 30, 2025, promotion costs increased to HK$12.1 million; the promotion costs to revenue ratio for both character licensing business and China/overseas e-commerce sales increased, mainly due to investments in live entertainment event promotion, initial promotion for new platforms, and early-stage development in overseas markets - Promotion costs were approximately **HK$12.1 million** (2024: HK$7.7 million)[96](index=96&type=chunk) Promotion Costs by Business Segment (For the six months ended June 30) | Business Segment | 2025 Revenue (HK$ thousand) | 2025 Promotion Costs (HK$ thousand) | 2024 Revenue (HK$ thousand) | 2024 Promotion Costs (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Character Licensing Business | 38,440 | 2,853 | 26,325 | 1,741 | | China E-commerce Sales (Apparel, Gifts & Accessories) | 35,681 | 6,139 | 28,701 | 4,583 | | Overseas Market E-commerce Sales | 3,667 | 1,082 | 1,155 | 267 | | China E-commerce Sales (Pop Toys) | 1,675 | 536 | 1,541 | 277 | - The promotion costs to revenue ratio for the character licensing business increased to **7.4%**, mainly due to more promotion of live entertainment activities[98](index=98&type=chunk) - The promotion costs to revenue ratio for overseas market e-commerce sales increased to **29.5%**, as overseas markets are still in early development stages, incurring higher promotion costs[99](index=99&type=chunk) [Online Platform Usage Fees](index=37&type=section&id=Online%20Platform%20Usage%20Fees) For the six months ended June 30, 2025, online platform usage fees increased by 18.4% to HK$3.5 million; given the 30.6% revenue growth in e-commerce and other businesses, the lower increase in online platform usage fees indicates improved operational efficiency - Online platform usage fees were approximately **HK$3.5 million** (2024: HK$2.9 million), an increase of approximately **18.4%**[100](index=100&type=chunk) - E-commerce and other businesses revenue grew by **30.6%**, while online platform usage fees increased by **18.4%**, indicating improved operational efficiency[100](index=100&type=chunk) [Operating Loss](index=37&type=section&id=Operating%20Loss) For the six months ended June 30, 2025, the Group's operating loss significantly decreased by 47.3% to HK$11.1 million, reflecting an overall improvement in operating performance - Operating loss decreased by **47.3%** from approximately **HK$21.0 million** in the first six months of 2024 to approximately **HK$11.1 million** in the first six months of 2025[101](index=101&type=chunk) [Other Expenses](index=37&type=section&id=Other%20Expenses) For the six months ended June 30, 2025, other expenses decreased to HK$16.0 million, primarily due to reduced legal, audit, and professional fees, offset by increased office expenses and other miscellaneous expenses Other Expenses Analysis (For the six months ended June 30) | Category | 2025 (HK$ thousand) | 2025 (%) | 2024 (HK$ thousand) | 2024 (%) | | :--- | :--- | :--- | :--- | :--- | | Travel and transportation | 2,288 | 14.3 | 2,930 | 16.6 | | Office expenses | 2,732 | 17.1 | 2,592 | 14.7 | | Legal, audit and professional fees | 5,241 | 32.7 | 8,436 | 47.8 | | Agency fees | 354 | 2.2 | 89 | 0.5 | | Building management fees and rental expenses | 663 | 4.1 | 1,023 | 5.8 | | Licensing fees | 197 | 1.2 | 38 | 0.2 | | Other | 4,535 | 28.4 | 2,544 | 14.4 | | **Total** | **16,010** | **100** | **17,652** | **100.0** | - Other expenses decreased mainly due to a reduction in legal, audit, and professional fees, partially offset by an increase in office expenses and other expenses[103](index=103&type=chunk) [Net Finance Income](index=38&type=section&id=Net%20Finance%20Income) For the six months ended June 30, 2025, net finance income decreased to HK$0.2 million, primarily due to lower interest income from bank deposits resulting from lower average deposit balances and interest rates - Net finance income decreased from approximately **HK$1.1 million** in the first six months of 2024 to approximately **HK$0.2 million** in the first six months of 2025[104](index=104&type=chunk) - The decrease was mainly due to lower average deposit balances and lower interest rates, resulting in reduced interest income from bank deposits[104](index=104&type=chunk) [Income Tax Expense](index=38&type=section&id=Income%20Tax%20Expense) For the six months ended June 30, 2025, the income tax position shifted from a credit in the prior period to an expense of approximately HK$0.8 million, primarily due to increased enterprise income tax in mainland China - The income tax position shifted from an income tax credit of approximately **HK$1.1 million** in the first six months of 2024 to an income tax expense of approximately **HK$0.8 million** in the first six months of 2025, a change of approximately **HK$1.9 million**[105](index=105&type=chunk) - This was primarily due to an increase in mainland China enterprise income tax in the first six months of 2025 compared to the first six months of 2024[105](index=105&type=chunk) [Non-HKFRS Financial Measures](index=38&type=section&id=Non-HKFRS%20Financial%20Measures) The Group presents non-HKFRS financial measures of adjusted net loss attributable to owners of the Company to better reflect operating performance after deducting share award scheme expenses, with this metric showing a narrowing of loss - Non-HKFRS financial measures of adjusted net loss attributable to owners of the Company represent the loss after deducting share award scheme expenses[106](index=106&type=chunk) Reconciliation of Non-HKFRS Financial Measures (For the six months ended June 30) | Metric | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Loss attributable to owners of the Company | (10,743) | (16,961) | | Add: Share award scheme expenses | 2,123 | 3,343 | | **Adjusted Net Loss** | **(8,620)** | **(13,618)** | [Loss for the Period](index=39&type=section&id=Loss%20for%20the%20Period) For the six months ended June 30, 2025, loss attributable to owners of the Company was approximately HK$10.7 million, a year-on-year decrease of 37.1%, indicating a significant narrowing of loss - Loss attributable to owners of the Company was approximately **HK$10.7 million** (2024: HK$17.0 million), a year-on-year decrease of **37.1%**[108](index=108&type=chunk) [Capital Structure](index=39&type=section&id=Capital%20Structure) Since its listing on the Stock Exchange on January 17, 2022, the Company's capital structure has remained unchanged as of June 30, 2025, with share capital comprising only ordinary shares - Since its listing on January 17, 2022, the Company's capital structure has remained unchanged, with share capital comprising only ordinary shares[109](index=109&type=chunk) - As of June 30, 2025, the issued share capital was **US$24,524.825**, divided into **980,993,000 shares** of US$0.000025 each[109](index=109&type=chunk) [Assets, Financial Resources and Capital Expenditure](index=39&type=section&id=Assets%2C%20Financial%20Resources%20and%20Capital%20Expenditure) The Group's net current assets increased, with both trade receivables and inventories growing, but cash and cash equivalents decreased; right-of-use assets and intangible assets slightly declined due to depreciation and amortization [Net Current Assets](index=39&type=section&id=Net%20Current%20Assets) - Net current assets increased from approximately **HK$85.8 million** as of December 31, 2024, to approximately **HK$90.2 million** as of June 30, 2025, mainly due to increases in trade receivables and deposits, prepayments, and other receivables[110](index=110&type=chunk) [Trade Receivables and Contract Assets](index=39&type=section&id=Trade%20Receivables%20and%20Contract%20Assets) - Net trade receivables and contract assets combined increased from approximately **HK$58.8 million** as of December 31, 2024, to approximately **HK$61.1 million** as of June 30, 2025, mainly due to increased revenue[111](index=111&type=chunk) - Loss provision was approximately **HK$20.2 million** (December 31, 2024: HK$19.7 million)[111](index=111&type=chunk) [Inventories](index=40&type=section&id=Inventories) - Inventories increased from approximately **HK$13.9 million** as of December 31, 2024, to approximately **HK$16.8 million** as of June 30, 2025, mainly due to increased e-commerce business revenue[113](index=113&type=chunk) [Cash and Cash Equivalents and Bank Deposits](index=40&type=section&id=Cash%20and%20Cash%20Equivalents%20and%20Bank%20Deposits) - Cash and cash equivalents and bank deposits decreased from approximately **HK$63.0 million** as of December 31, 2024, to approximately **HK$54.7 million** as of June 30, 2025, mainly due to repayment of lease liabilities and acquisition of property, plant and equipment[114](index=114&type=chunk) [Right-of-Use Assets](index=40&type=section&id=Right-of-Use%20Assets) - Right-of-use assets decreased from approximately **HK$16.3 million** as of December 31, 2024, to approximately **HK$13.0 million** as of June 30, 2025, mainly due to depreciation of assets and lease payments[115](index=115&type=chunk) [Intangible Assets](index=40&type=section&id=Intangible%20Assets) - Intangible assets slightly decreased from approximately **HK$3.3 million** as of December 31, 2024, to approximately **HK$3.0 million** as of June 30, 2025, mainly due to amortization of trademarks[116](index=116&type=chunk) [Bank and Other Borrowings](index=40&type=section&id=Bank%20and%20Other%20Borrowings) Borrowings Analysis (As of June 30) | Category | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Non-current portion | 783 | – | | Current portion | 51,948 | 45,923 | | **Total** | **52,731** | **45,923** | - Bank and other borrowings are denominated in HKD and RMB, with fixed interest rates ranging from **2.5% to 13.1%**, and a weighted average effective annual interest rate of **3.28%**[117](index=117&type=chunk) [Pledged Assets](index=41&type=section&id=Pledged%20Assets) As of June 30, 2025, certain assets of the Group with a total net carrying value of approximately HK$2.6 million were pledged as collateral for bank and other borrowings - As of June 30, 2025, certain assets of the Group with a total net carrying value of approximately **HK$2.6 million** were pledged as collateral for bank and other borrowings[118](index=118&type=chunk) [Gearing Ratio](index=41&type=section&id=Gearing%20Ratio) As of June 30, 2025, the Group's gearing ratio was 28.8%, an increase from 18.5% in the prior period - The gearing ratio increased from **18.5%** as of June 30, 2024, to **28.8%** as of June 30, 2025[119](index=119&type=chunk) [Contingent Liabilities](index=41&type=section&id=Contingent%20Liabilities) The Group faces a trademark infringement lawsuit, and despite the claimant's trademark being declared invalid and legal counsel believing the judgment is likely to be overturned, the Board has made a provision of RMB1,000,000, with the controlling shareholder providing an indemnity guarantee - The Group faces a trademark infringement lawsuit, with the claimant seeking **RMB55,000,000** in damages[120](index=120&type=chunk) - The claimant's trademark has been declared invalid by the National Intellectual Property Administration, and the Group's legal counsel believes the judgment is highly likely to be overturned[121](index=121&type=chunk) - The Board has made a provision of **RMB1,000,000** (approximately HK$1,097,000)[121](index=121&type=chunk) - The controlling shareholder has entered into an indemnity deed to indemnify the Group for any losses incurred from the aforementioned case[121](index=121&type=chunk) [Foreign Exchange Risk Management](index=41&type=section&id=Foreign%20Exchange%20Risk%20Management) The Group primarily operates in Hong Kong and mainland China, exposed to foreign exchange risk from USD and RMB; the Group does not use derivative financial instruments but manages foreign exchange risk through regular review and monitoring - The Group is primarily exposed to foreign exchange risk from USD and RMB, but most of its local business revenue and costs are transacted in local functional currencies, resulting in lower foreign exchange transaction risk[123](index=123&type=chunk) - The Group does not hold or issue any derivative financial instruments to manage its foreign exchange risk, but manages it through regular review and monitoring[123](index=123&type=chunk) [Capital Expenditure and Commitments](index=42&type=section&id=Capital%20Expenditure%20and%20Commitments) The Group's capital expenditure includes the acquisition of property, plant and equipment and intangible assets; as of June 30, 2025, the Group had no significant capital commitments - The Group's capital expenditure includes the acquisition of property, plant and equipment and intangible assets[124](index=124&type=chunk) - As of June 30, 2025, the Group had no significant capital commitments[124](index=124&type=chunk) [Human Resources](index=42&type=section&id=Human%20Resources) As of June 30, 2025, the Group had 203 employees, with staff costs of approximately HK$39.2 million; the Group offers competitive remuneration, training, and a share award scheme to attract and retain talent, especially specialized talent in the character licensing industry - As of June 30, 2025, the Group had **203 employees**, with staff costs of approximately **HK$39.2 million**[125](index=125&type=chunk) - The Group offers competitive remuneration, training, share option schemes, and share award schemes to attract and retain elite employees[125](index=125&type=chunk) Employee Analysis by Function and Geographical Location (June 30, 2025) | Function | Hong Kong and Overseas | Mainland China | Total | | :--- | :--- | :--- | :--- | | Management | 6 | 1 | 7 | | Design | 6 | 55 | 61 | | AIGC | – | 4 | 4 | | Licensing | 2 | 28 | 30 | | Sales | 2 | 43 | 45 | | Brand | 2 | 10 | 12 | | Human Resources and Administration | 3 | 19 | 22 | | Finance | 3 | 7 | 10 | | Product Management | – | 12 | 12 | | **Total** | **24** | **179** | **203** | [Future Outlook](index=45&type=section&id=Future%20Outlook) [Market Overview](index=45&type=section&id=Market%20Overview) The Company has adjusted its operating vision to "Make A Playful World," focusing on the global market; China's IP industry continues to grow, with licensed merchandise retail sales reaching RMB155.09 billion in 2024, a 10.7% year-on-year increase, and B.Duck ranking 46th globally with RMB700 million in retail sales, demonstrating its international market position - The Company's operating vision has been adjusted to "Make A Playful World," reflecting a strategic positioning rooted in China and facing the global market[137](index=137&type=chunk) - In 2024, China's annual retail sales of licensed merchandise reached **RMB155.09 billion**, a year-on-year increase of **10.7%**; annual licensing fees were **RMB5.99 billion**, a year-on-year increase of **9.4%**[137](index=137&type=chunk) - B.Duck ranked **46th** in the "2025 Global Licensors Report" with retail sales of **RMB700 million**, highlighting its benchmark position in the international IP licensing industry[138](index=138&type=chunk) [Strategic Focus](index=46&type=section&id=Strategic%20Focus) The Group is committed to becoming an "IP Full Industry Chain China Operations Company," with strategic priorities including expanding IP commercial innovation models, deepening the pop toy segment, reconstructing the IP business ecosystem, and empowering the IP ecosystem with AI, to enhance brand influence, expand consumption scenarios, and improve operational efficiency [Focus on Core Business, Expand IP Commercial Innovation Models](index=46&type=section&id=Focus%20on%20Core%20Business%2C%20Expand%20IP%20Commercial%20Innovation%20Models) - The Group will prioritize "IP + Merchandise" as its core business, and actively explore models such as "IP + Ecological Cultural Tourism" and "IP + Games" to expand consumption scenarios and increase brand coverage[138](index=138&type=chunk) - By fully implementing a "self-research, self-production, self-sales" model, the Group aims to establish a full-chain IP derivative operation system and build an omni-channel retail system of "online full platform + offline experience network"[139](index=139&type=chunk) [Deepen Pop Toy Segment, Strengthen Product Retail](index=46&type=section&id=Deepen%20Pop%20Toy%20Segment%2C%20Strengthen%20Product%20Retail) - Since the first half of 2025, Semk Holdings has launched IPs such as Grabby Goose, Milolo, and Aotu World, enriching its core self-developed product library including blind boxes, plush toys, AI toys, home goods, and cultural and creative merchandise[140](index=140&type=chunk) - In cultural cross-over, the Group adheres to three major themes: "Intangible Cultural Heritage," "National Inheritance," and "Internationalization," collaborating with IPs such as the Palace Museum Cultural, Guizhou ethnic minority culture, and the British Museum[140](index=140&type=chunk) - The Group will deepen cooperation with "Hidden Wooo" in pop toy IP co-creation, supply chain, product planning, retail channels, and private fan community operations[140](index=140&type=chunk) [Reconstruct Core Competitiveness Through IP Business Ecosystem](index=47&type=section&id=Reconstruct%20Core%20Competitiveness%20Through%20IP%20Business%20Ecosystem) - IP licensing is the Group's cornerstone, with over **570 licensees** and more than **50,000 licensed product SKUs**, covering a wide range of product lines[141](index=141&type=chunk) - In product retail, the Group is actively expanding retail categories to include self-developed products such as blind boxes, pop toys, 3C products, plush toys, and AI companion toys[141](index=141&type=chunk) - Significant investment in cultural tourism, focusing on cultural tourism leisure and live entertainment, such as jointly developing and operating the "Guizhou Huangguoshu B.Duck Little Yellow Duck Themed Rafting Project" with the Guizhou Huangguoshu Tourist Area[142](index=142&type=chunk) [AI Empowering IP Ecosystem](index=48&type=section&id=AI%20Empowering%20IP%20Ecosystem) - Deepen the application of large AI models in IP content creation, using AIGC to enhance content production efficiency, assist designers in quickly rendering effect drawings, shorten creation time, and reduce economic costs[143](index=143&type=chunk)[144](index=144&type=chunk) - Collaborate with Nasdaq-listed Alpha Tech to develop AI agents and build an intelligent IP ecosystem, aiming to unlock IP potential, enhance IP commercial value, and jointly develop AI-driven marketing and content solutions[144](index=144&type=chunk) - Utilize AI models to process and analyze social media and sales channel data, obtaining information on market sentiment, consumer engagement, and consumption trends to optimize marketing content and product direction[144](index=144&type=chunk) [Corporate Governance and Other Information](index=43&type=section&id=Corporate%20Governance%20and%20Other%20Information) [Future Plans for Material Investments or Capital Assets](index=43&type=section&id=Future%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets) Except as disclosed in the prospectus and this announcement, as of the date of this announcement, the Group has no other specific plans for material investments or capital expenditures in the coming year - The Group has no other specific plans for material investments or capital expenditures in the coming year[127](index=127&type=chunk) [Material Acquisitions and Disposals](index=43&type=section&id=Material%20Acquisitions%20and%20Disposals) For the six months ended June 30, 2025, the Group did not undert

Core Insights - The establishment of the "Hong Kong Digital Asset Listed Companies Association" marks a significant step in promoting digital assets in Hong Kong, with participation from over 80 listed companies and financial institutions [1][2] - The Hong Kong government is committed to fostering innovation in financial technology, with over 1,100 fintech companies operating in the region and a 15% annual growth rate [1][2] Group 1: Government Initiatives - The Hong Kong government plans to regularize the issuance of green bonds and explore tokenization applications in various sectors, including renewable energy [2] - A funding program has been launched to support projects with commercial potential, offering up to HKD 500,000 for tokenization certification and commercialization [2] Group 2: Participating Companies - A list of participating companies includes notable H-shares such as Guofu Quantum, China New Economy Investment, and Huya Capital, among others [3] - A-share participants include Zhaoxin Co. and Jingbeifang, while US-listed companies include Galaxy Digital and Amber [4]

格隆汇8月19日丨小黄鸭德盈(02250.HK)宣布，董事会会议将于2025年8月29日（星期五）举行，以考虑 及批准（其中包括）本集团截至2025年6月30日止六个月的未经审核中期业绩，以及宣派中期股息（如 有）。 ...

小黃鴨德盈控股國際有限公司（「本公司」，連同其附屬公司，「本集團」） 之董事（「董事」）會（「董事會」）謹此宣佈，董事會會議將於 2025 年 8 月 29 日（星期五）舉行，以考慮及批准（其中包括）本集團截至 2025 年 6 月 30 日止六個月之未經審核中期業績，以及宣派中期股息（如有）。 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，並明確表示概不就因本公 告全部或任何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任 何責任。 B.Duck Semk Holdings International Limited 小黃鴨德盈控股國際有限公司 （於開曼群島註冊成立的有限公司） （股份代號︰2250） 董事會會議通告 代表董事會 小黃鴨德盈控股國際有限公司 董事會主席兼執行董事 許夏林 香港，2025 年 8 月 19 日 於本公告日期，董事會成員包括董事會主席兼執行董事許夏林先生；執行董 事郭振傑先生、宋治強先生及呂行遠先生；非執行董事梁興超先生；及獨立 非執行董事梁丙焄女士、陳嘉賢教授（太平紳士）及吳迪先生。 ...