Core Viewpoint - The rising prices of hot pot-style dishes like "Yang Guofu Spicy Hot Pot" have sparked consumer outrage, highlighting the disconnect between consumer expectations and the actual pricing structure of these dining experiences [4][20]. Group 1: Business Model and Cost Structure - The pricing model of hot pot restaurants has shifted to a weight-based system, which has led to higher consumer prices and a perception of "premium" dining [20][21]. - Labor costs are significant, with a typical hot pot restaurant requiring at least 2.5 employees, leading to monthly labor expenses of around 20,000 yuan in first-tier cities [6][7]. - The average operating cost for a hot pot restaurant in a first-tier city is approximately 50,000 yuan per month, including rent, utilities, and labor [7][8]. - The food cost for a bowl of hot pot is estimated to be between 8 to 10 yuan, with a gross margin of 50% to 60%, resulting in a net profit margin of about 18% under ideal conditions [8][10]. Group 2: Consumer Perception and Market Dynamics - Consumers are increasingly frustrated with the lack of transparency in pricing, particularly when they only discover the high costs at checkout [4][10]. - The shift from affordable street food to more expensive dining options has alienated some consumers, who still associate hot pot with low-cost meals [20][25]. - The market has seen a segmentation of consumer groups, with higher prices attracting wealthier customers while alienating budget-conscious diners [20][21]. Group 3: Franchise and Supply Chain Challenges - Franchisees face high initial costs, including significant expenses for equipment and supplies mandated by the brand, which can lead to financial strain [12][13]. - The requirement to purchase supplies exclusively from the brand often results in higher costs for franchisees, limiting their ability to manage expenses effectively [13][14]. - The operational support provided by brands is minimal, with most training focused on basic processes rather than in-depth business management [23][24].

Core Insights - The recent controversy over the high prices of ingredients at Yang Guofu Spicy Hotpot has sparked consumer outrage, highlighting the disconnect between consumer expectations and the actual pricing structure of the business [1][2] - The rising costs of labor, rent, and operational expenses have led to increased prices in the spicy hotpot industry, challenging the perception that chain restaurants should inherently lower costs [2][4] - The shift to a weight-based pricing model has transformed spicy hotpot from a budget-friendly option to a more premium dining experience, which may not align with consumer expectations [18][22] Group 1: Pricing and Consumer Reactions - Consumers are shocked by the high prices of ingredients, with reports of prices like 31.8 yuan per pound for bean sprouts, leading to a backlash against the perceived lack of transparency in pricing [1][2] - The pricing model, which allows customers to choose from a wide variety of ingredients, has resulted in higher average spending per visit, but has also led to complaints about the perceived value [1][18] - The outrage reflects a broader dissatisfaction with the rising costs of dining out, particularly for what was traditionally considered a low-cost meal option [1][22] Group 2: Operational Challenges - The operational complexity of running a spicy hotpot restaurant requires a significant workforce, with an average of 2.5 employees needed just to manage the workload effectively [2][3] - Labor costs are substantial, with monthly wages for staff in first-tier cities reaching at least 20,000 yuan, contributing to the overall high operational costs [4][5] - The preparation of ingredients is labor-intensive, requiring extensive pre-processing and constant monitoring of inventory, which adds to the operational burden [2][3] Group 3: Cost Structure and Profitability - The average cost of ingredients for a bowl of spicy hotpot is estimated to be between 8-10 yuan, with a gross margin of 50-60%, but net profits are significantly lower after accounting for operational costs [5][19] - In ideal conditions, a restaurant could achieve a net profit of around 27,000 yuan per month, but this is contingent on maintaining high sales volumes [5][19] - Variability in operational costs across different regions leads to inconsistent pricing, with some locations able to offer lower prices due to reduced rent and labor costs [7][19] Group 4: Franchise Dynamics - Franchisees face significant financial pressures, with high initial investments and ongoing costs that can lead to substantial losses if sales do not meet expectations [9][10] - The requirement to purchase supplies exclusively from the franchisor often results in higher costs for franchisees, limiting their ability to manage expenses effectively [10][19] - The franchise model has created a situation where many operators feel they are working primarily to benefit the brand rather than achieving their own financial success [9][20]

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10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: 梁志天設計集團有限公司 呈交日期: 2025年11月3日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 02262 | 說明 | 梁志天設計集團 | | | | | | | | | | 法定/註冊股份數目 | | 面值 | | | | 法定/註冊股本 | | | 上月底結存 | | | 4,000,000,000 HKD | | | 0.01 | HKD | | 40,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 4,000,000,000 HKD | | | 0.01 | HKD | | 40,000,000 | ...

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 該等內容而引致的任何損失承擔任何責任。 茲提述梁志天設計集團有限公司（「本公司」）於2025年10月9日有關續租要約書的 公告（「該公告」）。除非另有定義，本公告中使用的詞彙與該公告中定義的詞彙具 有相同意義。 本公告旨在就業主及代理人的最終實益擁有人身份提供補充資料。 誠如該公告所披露，業主及代理人由 Manhattan Realty Limited 實益擁有。據董事 經作出一切合理查詢後所深知、盡悉及確信，Manhattan Realty Limited 的最終實 益擁有人為獨立第三方田北俊先生。 承董事會命 Steve Leung Design Group Limited 梁志天設計集團有限公司 主席 許興利 香港，2025年10月14日 於本公告日期，本公司執行董事為梁志天先生（銅紫荊星章）、蕭文熙先生（首席 執行官）及葉玨鴻先生（首席財務官）；非執行董事為許興利先生（主席）、丁敬勇 先生及黃文熙先生；及獨立非執行董事為曾浩嘉先生、劉珝 ...

Core Viewpoint - The company has signed a lease renewal agreement for its office property in Hong Kong, extending the lease for six years from May 1, 2026, to April 30, 2032 [1] Group 1 - The indirect wholly-owned subsidiary of the company, SLDL, accepted and signed a lease renewal offer from an independent third party, MDL, acting as the owner's agent [1] - The property involved in the lease renewal is located at Manhattan Place, 30th floor, 23 Hung Tai Road, Kowloon Bay, Hong Kong [1] - The lease renewal will commence on May 1, 2026, and will last until April 30, 2032, covering a total duration of six years [1]

有關續租要約書的 須予披露交易 續租要約書 董事會宣布，本公司的間接全資附屬公司，SLDL，於2025年10月9日，接納並 簽署獨立第三方MDL（作為業主的代理人）發出的續租要約書，續訂該物業的租 賃，由2026年5月1日起至2032年4月30日止（包括首尾兩日）為期六年，用作本 集團的辦公室物業。 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 該等內容而引致的任何損失承擔任何責任。 STEVE LEUNG DESIGN GROUP LIMITED 梁志天設計集團有限公司 （於開曼群島註冊成立的有限公司） （股份代號：2262) | 接納日期 | 2025年10月9日 | | --- | --- | | 訂約方 | Manhattan Development Limited，獨立第三方， (i) | | | 作為業主的代理人；及 | | | (ii) 梁志天設計師有限公司，本公司的間接全資附屬 | | | 公司，作為承租人 | | 該物業 | 香港九龍九龍灣宏泰道23號Manhattan ...

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: 梁志天設計集團有限公司 呈交日期: 2025年10月6日 第 2 頁 共 10 頁 v 1.1.1 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) | 02262 | 說明 | 梁志天設計集團 | | | | | | | | | | 法定/註冊股份數目 | | 面值 | | | | 法定/註冊股本 | | | 上月底結存 | | | 4,000,000,000 HKD | | | 0.01 | HKD | | 40,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 4,000,000,000 HKD | | | 0.01 | ...

Company Information [Board of Directors and Committees](index=4&type=section&id=Board%20of%20Directors%20and%20Committees) The company's board comprises executive, non-executive, and independent non-executive directors, with established audit, remuneration, nomination, risk management, and investment committees to ensure robust corporate governance - Board members include **Leung Chi Tin** (Executive Director), **Siu Man Hei** (CEO), and **Yip Kwok Hung** (CFO), with **Hui Hing Lee** serving as Chairman[3](index=3&type=chunk) - Committees include the Audit Committee (Chairman: **Tsang Ho Ka**), Remuneration Committee (Chairman: **Lau Yu**), Nomination Committee (Chairman: **Hui Hing Lee**), Risk Management Committee (Chairman: **Tsang Ho Ka**), and Investment Committee (Chairman: **Hui Hing Lee**)[3](index=3&type=chunk) [Company Basic Information](index=4&type=section&id=Company%20Basic%20Information) The company is registered in the Cayman Islands, with its Hong Kong headquarters in Kowloon Bay, stock code 2262, and BDO Limited Hong Kong as its independent external auditor - The company's registered office is in the Cayman Islands, with its Hong Kong headquarters and principal place of business located at 30/F, Manhattan Place, 23 Wang Tai Road, Kowloon Bay[3](index=3&type=chunk) Company Key Information | Metric | Detail | | :--- | :--- | | Stock Code | 2262 | | Company Website | www.sldgroup.com | | Investor Relations Contact | ir@steveleung.com | | Independent External Auditor | BDO Limited Hong Kong | Management Discussion and Analysis [Market Overview](index=6&type=section&id=Market%20Overview) Global economic growth remained weak in H1 2025, with IMF forecasting 2.8% growth, while escalating trade protectionism led to supply chain restructuring; China's real estate market showed recovery, with narrowing declines in new commercial housing sales and government policies boosting confidence - The International Monetary Fund (IMF) forecasts global economic growth of only **2.8%** for 2025, a slight downward revision from its January projection, indicating insufficient recovery momentum[5](index=5&type=chunk) - Upon returning to the White House, the US swiftly escalated trade protectionist measures, introducing "Reciprocal Tariffs 2.0," triggering global supply chain restructuring and exchange rate volatility[5](index=5&type=chunk) - China's new commercial housing sales area and value decreased by **3.5%** during the period, a significant **15.5%** narrower decline than the previous period, with real estate developers' funding growth showing a clear rebound despite remaining negative[6](index=6&type=chunk) - Central and local governments intensively introduced "stabilize market, prevent risks, promote transformation" policies, including urban renewal, affordable housing, optimized financing, and high-quality development, with first-tier cities performing relatively better[13](index=13&type=chunk) [Overall Performance and Business Review](index=8&type=section&id=Overall%20Performance%20and%20Business%20Review) Despite an uncertain macroeconomic environment, the Group maintained stable contract signing value, achieved an **18.3%** increase in total revenue to **HKD 194.6 million**, and successfully turned a net loss into a **HKD 1.0 million** net profit, actively adjusting strategies, expanding overseas markets, and optimizing its business structure - The Group's contract signing value for the period slightly decreased by approximately **1.8%** compared to the previous period, yet remained stable amidst macroeconomic challenges[14](index=14&type=chunk) Key Financial Performance for the Period | Metric | Current Period (H1 2025) | Previous Period (H1 2024) | Change | | :--- | :--- | :--- | :--- | | Total Revenue | 194.6 Million HKD | 164.5 Million HKD | +18.3% | | Gross Profit | 73.0 Million HKD | 63.9 Million HKD | +14.2% | | Gross Profit Margin | 37.5% | 38.8% | -1.3% | | Net Profit (Loss) | 1.0 Million HKD | (7.4) Million HKD | Turned profitable | - As of June 30, 2025, the Group's total remaining contract value was approximately **HKD 538.5 million**, an increase of approximately **6.2%** from December 31, 2024[16](index=16&type=chunk) Liquidity and Gearing for the Period | Metric | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Bank Balances and Cash | 112.7 Million HKD | 140.9 Million HKD | -20.0% | | Current Ratio | 2.8 times | 2.6 times | +0.2 times | | Net Operating Cash Outflow | 4.3 Million HKD | 26.4 Million HKD | -83.7% | | Gearing Ratio | 1.6% | 6.6% | -5.0% | [Total Remaining Contract Value](index=9&type=section&id=Total%20Remaining%20Contract%20Value) As of June 30, 2025, the Group's total remaining contract value was **HKD 538.5 million**, with significant growth in SLL brand contracts, while SLD and JHD brands decreased due to market competition and client strategy adjustments Total Remaining Contract Value by Brand | Brand | June 30, 2025 (Million HKD) | December 31, 2024 (Million HKD) | Change | | :--- | :--- | :--- | :--- | | SLD | 284.6 | 285.8 | -1.2 | | SLL | 189.2 | 146.4 | +42.8 | | JHD | 64.7 | 74.9 | -10.2 | | **Total** | **538.5** | **507.1** | **+31.4** | - SLL's total remaining contract value increased to **HKD 189.2 million**, reflecting enhanced client recognition and synergy with the SLD brand[18](index=18&type=chunk) [Total New Contracts Signed](index=9&type=section&id=Total%20New%20Contracts%20Signed) Total new contracts signed for the period amounted to **HKD 287.1 million**, a slight decrease of **1.8%** from the previous period, primarily due to intensified competition in the residential and private residential interior design markets Total New Contracts Signed by Brand and Project Type | Project Type | H1 2025 (Million HKD) | H1 2024 (Million HKD) | Change | | :--- | :--- | :--- | :--- | | Residential Projects | 216.6 | 227.3 | -10.7 | | Private Residential Projects | 5.9 | 12.6 | -6.7 | | Hotel, F&B, and Hospitality Projects | 24.7 | 22.8 | +1.9 | | Commercial Projects | 24.9 | 27.8 | -2.9 | | Others | 15.0 | 1.8 | +13.2 | | **Total** | **287.1** | **292.3** | **-5.2 (-1.8%)** | [Revenue Breakdown](index=10&type=section&id=Revenue%20Breakdown) Total revenue for the period increased by **18.3%**, driven primarily by higher revenue from residential and private residential projects, with strong performance from SLD and SLL segments, while JHD segment revenue declined Revenue by Brand and Project Type | Project Type | H1 2025 (Million HKD) | H1 2024 (Million HKD) | Change | | :--- | :--- | :--- | :--- | | Residential Projects | 145.0 | 101.0 | +44.0 | | Private Residential Projects | 14.4 | 6.2 | +8.2 | | Hotel, F&B, and Hospitality Projects | 17.7 | 30.8 | -13.1 | | Commercial Projects | 10.7 | 17.4 | -6.7 | | Others | 6.8 | 9.1 | -2.3 | | **Total** | **194.6** | **164.5** | **+30.1 (+18.3%)** | [SLD Segment Performance](index=11&type=section&id=SLD%20Segment%20Performance) The SLD segment, as the Group's primary business, saw revenue grow by **17.2%** to **HKD 117.0 million**, primarily due to accelerated residential and private residential project progress and restored confidence in China's tier-one and tier-two property markets, accounting for **60.1%** of total Group revenue SLD Segment Key Data | Metric | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | Segment Revenue | 117.0 Million HKD | 99.8 Million HKD | +17.2% | | % of Total Revenue | 60.1% | 60.7% | -0.6% | | Total Remaining Contract Value | 284.6 Million HKD | 285.8 Million HKD (Dec 31, 2024) | -0.4% | - Revenue growth was primarily driven by accelerated project progress and an upward trend in property market investment and sales volume in China's tier-one and tier-two cities[25](index=25&type=chunk) [SLL Segment Performance](index=11&type=section&id=SLL%20Segment%20Performance) The SLL segment's revenue significantly increased by **40.2%** to **HKD 55.5 million**, accounting for **28.5%** of total Group revenue, primarily driven by the recovery of China's tier-one and tier-two property markets and the launch of high-end residential projects, with a notable increase in total remaining contract value SLL Segment Key Data | Metric | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | Segment Revenue | 55.5 Million HKD | 39.6 Million HKD | +40.2% | | % of Total Revenue | 28.5% | 24.0% | +4.5% | | Total Remaining Contract Value | 189.2 Million HKD | 146.4 Million HKD (Dec 31, 2024) | +29.2% | - Revenue growth was primarily driven by the recovery of property markets in China's tier-one and tier-two cities, coupled with increased confidence among property developers in launching high-end residential development projects[27](index=27&type=chunk) [JHD Segment Performance](index=12&type=section&id=JHD%20Segment%20Performance) The JHD segment's revenue decreased by **12.0%** to **HKD 22.1 million**, accounting for **11.4%** of total Group revenue, primarily due to weak domestic demand in China's hotel, F&B, hospitality, and commercial real estate sectors, with a corresponding decline in total remaining contract value JHD Segment Key Data | Metric | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | Segment Revenue | 22.1 Million HKD | 25.1 Million HKD | -12.0% | | % of Total Revenue | 11.4% | 15.3% | -3.9% | | Total Remaining Contract Value | 64.7 Million HKD | 74.9 Million HKD (Dec 31, 2024) | -13.6% | - The decrease in revenue was primarily attributable to weak domestic demand in China's hotel, F&B, hospitality, and commercial real estate sectors[28](index=28&type=chunk) [Financial Review](index=12&type=section&id=Financial%20Review) The Group's financial performance significantly improved, with total revenue growing by **18.3%**, gross profit by **14.2%**, and a successful return to profitability; other income increased, finance costs decreased, but impairment losses on expected credit losses and selling expenses rose Revenue and Gross Profit Overview | Metric | H1 2025 (Thousand HKD) | H1 2024 (Thousand HKD) | Change | | :--- | :--- | :--- | :--- | | Total Revenue | 194,592 | 164,514 | +18.3% | | Service Income | 137,181 | 128,032 | +7.1% | | Royalty Income | 881 | 742 | +18.7% | | Trading Income | 56,530 | 35,740 | +57.7% | | Gross Profit | 72,999 | 63,931 | +14.2% | | Gross Profit Margin | 37.5% | 38.8% | -1.3% | - Other income was approximately **HKD 0.9 million**, compared to a loss of approximately **HKD 2.9 million** in the previous period, primarily due to a reduction in litigation provisions[31](index=31&type=chunk) - Impairment losses on trade receivables and contract assets under the expected credit loss model increased to approximately **HKD 9.8 million** (previous period: approximately **HKD 5.4 million**), primarily attributable to increased balances due to revenue growth[32](index=32&type=chunk) - Selling expenses increased by **32.5%** to approximately **HKD 10.2 million**, primarily due to increased business consulting fees and human resources driven by revenue growth[34](index=34&type=chunk) - Administrative expenses remained stable at approximately **HKD 51.2 million**, benefiting from continuous cost control measures[35](index=35&type=chunk) - Finance costs decreased to approximately **HKD 1.2 million** (previous period: approximately **HKD 2.0 million**), primarily due to a reduction in average bank borrowings[36](index=36&type=chunk) Profit for the Period and Earnings Per Share | Metric | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | Profit (Loss) for the Period | 1.0 Million HKD | (7.4) Million HKD | Turned profitable | | Basic Earnings (Loss) Per Share | 0.14 HK cents | (0.54) HK cents | Turned profitable | [Outlook and Prospects](index=14&type=section&id=Outlook%20and%20Prospects) Facing geopolitical tensions and trade policy uncertainties, the Group will adhere to a steady yet progressive approach, focusing on "youthful, diversified, and internationalized" development strategies, expanding design business types, exploring cross-industry collaborations, and establishing overseas presence to enhance competitiveness and generate long-term returns - China's GDP grew by **5.3%** year-on-year in H1 2025, but geopolitical situations, trade policy uncertainties, and an unstable foundation for consumption demand recovery pose pressure on macroeconomic financial stability[39](index=39&type=chunk) - The Group will focus on three key development areas: "youthful, diversified, and internationalized," including innovating brand image, expanding design business beyond real estate and private residences, and planning to establish overseas presence in markets such as Southeast Asia and the Middle East[40](index=40&type=chunk) - The Group launched a new brand in Milan in early 2025, collaborating with emerging Italian designers, aiming to enhance its recognition and influence in the European market[40](index=40&type=chunk) - The Group will continue to optimize cost control measures and resource allocation efficiency to enhance organizational resilience and risk resistance capabilities[40](index=40&type=chunk) [Corporate Finance and Risk Management](index=14&type=section&id=Corporate%20Finance%20and%20Risk%20Management) The Group maintains a robust financial position with good liquidity and a significantly reduced gearing ratio; despite facing exchange rate fluctuations and credit risk, it manages risks through prudent credit policies and internal controls, actively seeking diversified projects to broaden revenue streams Liquidity and Capital Structure Overview | Metric | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Total Debt to Total Assets Ratio | 1.0% | 4.0% | -3.0% | | Gearing Ratio | 1.6% | 6.6% | -5.0% | | Net Cash | 107.7 Million HKD | 120.9 Million HKD | -10.9% | | Bank Borrowings | 5.0 Million HKD | 20.0 Million HKD | -75.0% | | Current Ratio | 2.8 times | 2.6 times | +0.2 times | | Equity Attributable to Equity Holders | 308.3 Million HKD | 303.3 Million HKD | +1.6% | - The Group currently has no hedging arrangements for foreign currency or interest rates but regularly reviews exchange rate risks and closely monitors foreign currency fluctuations[47](index=47&type=chunk) - Credit risk primarily stems from trade receivables and contract assets, remaining high despite the stabilization of China's real estate market; the Group adopts prudent credit policies and strengthens business relationships with financially sound clients, including state-owned enterprises[48](index=48&type=chunk)[49](index=49&type=chunk) Credit Loss Provision Status | Metric | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Trade Receivables (Gross) | 253.0 Million HKD | 226.3 Million HKD | +26.7 Million HKD | | Accumulated Provision for Trade Receivables | 94.0 Million HKD | 87.6 Million HKD | +6.4 Million HKD | | Average Loss Rate for Trade Receivables | 37.2% | 38.7% | -1.5% | | Contract Assets (Gross) | 132.5 Million HKD | 133.5 Million HKD | -1.0 Million HKD | | Accumulated Provision for Contract Assets | 48.0 Million HKD | 43.2 Million HKD | +4.8 Million HKD | | Average Loss Rate for Contract Assets | 36.2% | 32.4% | +3.8% | | Overall Accumulated Credit Loss Provision | 142.0 Million HKD | 130.8 Million HKD | +11.2 Million HKD | | Overall Average Loss Rate | 36.8% | 36.4% | +0.4% | - The Group is actively seeking diversified project types and business opportunities, continuously strengthening internal controls and risk management procedures through regular reviews of market, operational, financing, policy, legal, contractual, and client credit risks[53](index=53&type=chunk) [Employees and Remuneration Policy](index=17&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the Group had **434** full-time employees, an increase of **35** from the previous year; total employee remuneration grew to **HKD 91.3 million**, primarily due to increased headcount and average salaries, with the Group offering competitive remuneration, discretionary bonuses, share options, and external training Employees and Remuneration Overview | Metric | June 30, 2025 | June 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Number of Full-time Employees | 434 employees | 399 employees | +35 employees | | Total Employee Remuneration | 91.3 Million HKD | 82.2 Million HKD | +9.1 Million HKD | - The increase in total remuneration was primarily due to an increase in the number of employees and average employee salaries[54](index=54&type=chunk) - The Group offers an attractive remuneration policy and may grant discretionary bonuses and share options based on individual performance to recognize contributions[54](index=54&type=chunk) [Significant Investments / Significant Acquisitions and Disposals](index=18&type=section&id=Significant%20Investments%20%2F%20Significant%20Acquisitions%20and%20Disposals) During the period, the Group did not undertake any significant investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures - As of June 30, 2025, the Group had no significant investments[55](index=55&type=chunk) - During the period, the Company did not have any significant acquisitions or disposals of subsidiaries, associates, or joint ventures[56](index=56&type=chunk) [Future Plans for Material Investments or Capital Assets](index=18&type=section&id=Future%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets) As of June 30, 2025, the Group had no definite future plans regarding material investments and capital assets - As of June 30, 2025, the Group had no definite plans regarding material investments and capital assets[57](index=57&type=chunk) Corporate Governance and Other Information [Interim Dividend](index=19&type=section&id=Interim%20Dividend) The Board of Directors resolved not to declare any interim dividend for the period - The Board of Directors resolved not to declare any interim dividend for the period[59](index=59&type=chunk) [Directors' and Chief Executive's Interests and Short Positions in Shares and Underlying Shares](index=19&type=section&id=Directors%27%20and%20Chief%20Executive%27s%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares) As of June 30, 2025, Executive Director Mr. Leung Chi Tin held a **22.47%** long position in the company's shares through his wholly-owned Sino Panda Group Limited Directors' and Chief Executive's Shareholdings | Name of Director or Chief Executive | Long/Short Position | Capacity/Nature of Interest | Number of Shares Held | Approximate % of Issued Share Capital | | :--- | :--- | :--- | :--- | :--- | | Mr. Leung Chi Tin (Bronze Bauhinia Star) | Long Position | Interest in controlled corporation | 256,500,000 | 22.47% | - Mr. Leung Chi Tin holds share interests through his wholly and beneficially owned Sino Panda Group Limited[60](index=60&type=chunk) [Major Shareholders' Interests and Short Positions in Shares and Underlying Shares](index=20&type=section&id=Major%20Shareholders%27%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares) As of June 30, 2025, Eagle Vision Development Limited and its associates, including Jangho Group Co., Ltd. and Mr. Liu Zaiwang, held **52.44%** of the company's shares, making them the largest shareholder; Mr. Leung Chi Tin's Sino Panda Group Limited held **22.47%** Major Shareholders' Shareholdings | Name of Shareholder | Long/Short Position | Capacity/Nature of Interest | Number of Shares | Approximate % of Issued Share Capital | | :--- | :--- | :--- | :--- | :--- | | Eagle Vision Development Limited | Long Position | Beneficial owner | 598,500,000 | 52.44% | | Peacemark Enterprises Limited | Long Position | Interest in controlled corporation | 598,500,000 | 52.44% | | Jangho Hong Kong Holdings Limited | Long Position | Interest in controlled corporation | 598,500,000 | 52.44% | | Jangho Group Co., Ltd. | Long Position | Interest in controlled corporation | 598,500,000 | 52.44% | | Beijing Jangho Yuan Holdings Co., Ltd. | Long Position | Interest in controlled corporation | 598,500,000 | 52.44% | | Mr. Liu Zaiwang | Long Position | Interest in controlled corporation | 598,500,000 | 52.44% | | Ms. Fu Haixia | Long Position | Spouse's interest | 598,500,000 | 52.44% | | Sino Panda Group Limited | Long Position | Beneficial owner | 256,500,000 | 22.47% | | Ms. Chan Siu Wan | Long Position | Spouse's interest | 256,500,000 | 22.47% | - Jangho Group Co., Ltd., through multi-layered control relationships, is ultimately controlled by Mr. Liu Zaiwang and his spouse Ms. Fu Haixia, holding a **52.44%** interest in the Company[62](index=62&type=chunk)[66](index=66&type=chunk) [Share Option Scheme](index=21&type=section&id=Share%20Option%20Scheme) The company adopted a share option scheme in 2018 to reward and retain eligible individuals, with limits on total shares and individual grants, and specific exercise price determination; no share options have been granted since adoption, and all options granted in 2018 expired on June 30, 2024 - The Share Option Scheme was adopted on **June 11, 2018**, aiming to incentivize eligible persons to contribute to the Group and reward their past contributions[65](index=65&type=chunk) - Under the scheme, the maximum number of shares subject to outstanding share options shall not exceed **30%** of the issued shares, and the total number of shares issued upon exercise of all options shall not exceed **10%** of the total issued shares on the listing date (i.e., **114,000,000 shares**)[67](index=67&type=chunk) - The subscription price for share options shall not be less than the higher of the closing price of the shares as quoted on the Stock Exchange on the offer date and the average closing price for the five business days immediately preceding the offer date[70](index=70&type=chunk) - No share options have been granted under the Share Option Scheme since its adoption and up to the date of this report; all share options granted in **2018** expired on **June 30, 2024**[70](index=70&type=chunk)[72](index=72&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=23&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) During the period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - During the period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[73](index=73&type=chunk) [Sufficient Public Float](index=24&type=section&id=Sufficient%20Public%20Float) The company maintained a sufficient public float throughout the period and up to the date of this report, as required by the Listing Rules - As of the date of this report, the Company maintained a sufficient public float as required by the Listing Rules[74](index=74&type=chunk) [Corporate Governance](index=24&type=section&id=Corporate%20Governance) The company is committed to maintaining high standards of corporate governance and has complied with the code provisions set out in Appendix C1 Part 2 of the Listing Rules' Corporate Governance Code - The Company is committed to maintaining high standards of corporate governance and has complied with the code provisions set out in Appendix C1 Part 2 of the Listing Rules' Corporate Governance Code[75](index=75&type=chunk)[76](index=76&type=chunk) [Directors' Securities Transactions](index=24&type=section&id=Directors%27%20Securities%20Transactions) The company has adopted a code for directors' and employees' securities transactions no less exacting than the Listing Rules' standards, and all directors and relevant employees confirmed compliance with it - The Company has adopted a code for directors' and employees' securities transactions no less exacting than the standards set out in Appendix C3 of the Listing Rules, "Model Code for Securities Transactions by Directors of Listed Issuers"[77](index=77&type=chunk) - All directors and relevant employees of the Group confirmed their compliance with the Securities Code and Model Code during the period[77](index=77&type=chunk) [External Auditor and Audit Committee Review](index=24&type=section&id=External%20Auditor%20and%20Audit%20Committee%20Review) The Group's interim condensed consolidated financial statements were reviewed by BDO Limited Hong Kong, which issued an unmodified review report; the Audit Committee reviewed and discussed the interim results with management - The Group's unaudited condensed consolidated financial statements for the period were reviewed by BDO Limited Hong Kong, which issued an unmodified review report[78](index=78&type=chunk) - The Board's Audit Committee reviewed and discussed the Group's interim results for the period with management and examined the unaudited condensed consolidated financial statements[78](index=78&type=chunk) Review Report on Condensed Consolidated Financial Statements [Review Conclusion](index=25&type=section&id=Review%20Conclusion) BDO Limited Hong Kong reviewed the Group's condensed consolidated financial statements for the six months ended June 30, 2025, issuing an unmodified opinion that the financial statements are prepared in all material respects in accordance with Hong Kong Accounting Standard 34 - The review report was issued by BDO Limited Hong Kong, confirming that the condensed consolidated financial statements were prepared in accordance with Hong Kong Accounting Standard 34, issued by the Hong Kong Institute of Certified Public Accountants[81](index=81&type=chunk) - Based on the review, the auditor did not note any matters that caused them to believe the condensed consolidated financial statements were not prepared in all material respects in accordance with Hong Kong Accounting Standard 34[83](index=83&type=chunk) Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income [Profit or Loss and Comprehensive Income Overview](index=26&type=section&id=Profit%20or%20Loss%20and%20Comprehensive%20Income%20Overview) The Group achieved revenue of **HKD 194,592 thousand** in H1 2025, an **18.3%** increase year-on-year, successfully turning a loss into a profit of **HKD 971 thousand** for the period; total comprehensive income was **HKD 4,489 thousand**, with basic earnings per share of **0.14 HK cents** Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (Summary) | Metric | H1 2025 (Thousand HKD) | H1 2024 (Thousand HKD) | Change | | :--- | :--- | :--- | :--- | | Revenue | 194,592 | 164,514 | +18.3% | | Gross Profit | 72,999 | 63,931 | +14.2% | | Profit (Loss) Before Tax | 3,805 | (4,588) | Turned profitable | | Profit (Loss) for the Period | 971 | (7,374) | Turned profitable | | Total Comprehensive Income (Expense) for the Period | 4,489 | (8,264) | Turned profitable | | Basic Earnings (Loss) Per Share | 0.14 HK cents | (0.54) HK cents | Turned profitable | - Other gains and losses turned from a loss of **HKD 2,937 thousand** to a gain of **HKD 874 thousand**, while impairment losses on expected credit losses increased to **HKD 9,793 thousand**[85](index=85&type=chunk) - Exchange differences arising from translation of overseas operations turned from an expense of **HKD 890 thousand** to income of **HKD 3,518 thousand**, positively impacting total comprehensive income[85](index=85&type=chunk) Condensed Consolidated Statement of Financial Position [Assets and Liabilities Overview](index=27&type=section&id=Assets%20and%20Liabilities%20Overview) As of June 30, 2025, the Group's total assets less current liabilities amounted to **HKD 347,268 thousand**; net current assets were **HKD 238,607 thousand**, with a current ratio maintained at **2.8 times**, and equity attributable to equity holders of the Company increased to **HKD 308,287 thousand** Condensed Consolidated Statement of Financial Position (Summary) | Metric | June 30, 2025 (Thousand HKD) | December 31, 2024 (Thousand HKD) | Change | | :--- | :--- | :--- | :--- | | Non-current Assets | 108,661 | 115,035 | -5.5% | | Current Assets | 370,092 | 382,319 | -3.2% | | Current Liabilities | 131,485 | 149,267 | -11.8% | | Net Current Assets | 238,607 | 233,052 | +2.4% | | Total Assets Less Current Liabilities | 347,268 | 348,087 | -0.2% | | Equity Attributable to Equity Holders of the Company | 308,287 | 303,273 | +1.6% | | Total Equity | 318,548 | 314,059 | +1.4% | | Non-current Liabilities | 28,720 | 34,028 | -15.6% | - Net trade receivables increased to **HKD 158,919 thousand**, while net contract assets slightly decreased to **HKD 84,429 thousand**[86](index=86&type=chunk) - Bank borrowings significantly decreased to **HKD 5,000 thousand** (December 31, 2024: **HKD 20,000 thousand**)[86](index=86&type=chunk) Condensed Consolidated Statement of Changes in Equity [Equity Movement Overview](index=28&type=section&id=Equity%20Movement%20Overview) As of June 30, 2025, equity attributable to equity holders of the Company increased to **HKD 308,287 thousand**, primarily influenced by profit for the period and exchange differences from overseas operations turning into gains; statutory reserves increased, while long-term employee benefit reserves became zero Condensed Consolidated Statement of Changes in Equity (Summary) | Metric | June 30, 2025 (Thousand HKD) | January 1, 2025 (Thousand HKD) | Change | | :--- | :--- | :--- | :--- | | Share Capital | 11,414 | 11,414 | 0 | | Share Premium | 258,224 | 258,224 | 0 | | Merger Reserve | (112,360) | (112,360) | 0 | | Statutory Reserve | 8,524 | 8,343 | +181 | | Exchange Reserve | (19,523) | (22,947) | +3,424 | | Long-term Employee Benefit Reserve | 0 | 0 | 0 | | Capital Contribution by Shareholders | 43,119 | 43,119 | 0 | | Retained Profits | 118,889 | 117,480 | +1,409 | | Total Attributable to Equity Holders of the Company | 308,287 | 303,273 | +5,014 | | Non-controlling Interests | 10,261 | 10,786 | -525 | | **Total** | **318,548** | **314,059** | **+4,489** | - Profit for the period of **HKD 1,590 thousand** and exchange differences arising from translation of overseas operations of **HKD 3,424 thousand** were the main contributions to total comprehensive income attributable to equity holders of the Company[87](index=87&type=chunk) - Statutory reserve increased by **HKD 181 thousand**, primarily from provisions made by Chinese subsidiaries based on profit for the year[87](index=87&type=chunk)[88](index=88&type=chunk) Condensed Consolidated Statement of Cash Flows [Cash Flow Overview](index=30&type=section&id=Cash%20Flow%20Overview) The Group's net cash used in operating activities significantly decreased by **83.7%** to **HKD 4,330 thousand**, while net cash used in financing activities increased to **HKD 24,753 thousand**, primarily due to repayment of bank borrowings; cash and cash equivalents at period-end amounted to **HKD 112,671 thousand** Condensed Consolidated Statement of Cash Flows (Summary) | Activity Type | H1 2025 (Thousand HKD) | H1 2024 (Thousand HKD) | Change | | :--- | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (4,330) | (26,418) | +83.7% (outflow reduced) | | Net Cash Used in Investing Activities | (500) | (1,363) | +63.3% (outflow reduced) | | Net Cash Used in Financing Activities | (24,753) | (21,535) | -14.9% (outflow increased) | | Net Decrease in Cash and Cash Equivalents | (29,583) | (49,316) | +39.9% (decrease narrowed) | | Cash and Cash Equivalents at End of Period | 112,671 | 99,562 | +13.2% | - The reduction in cash outflow from operating activities was primarily due to increased operating cash flow before working capital changes and a narrower increase in trade receivables[89](index=89&type=chunk) - In financing activities, bank borrowings of **HKD 20,000 thousand** were repaid, and new bank borrowings of **HKD 5,000 thousand** were obtained, resulting in an increased net repayment amount[89](index=89&type=chunk) Notes to the Condensed Consolidated Financial Statements [General Information and Basis of Preparation](index=31&type=section&id=General%20Information%20and%20Basis%20of%20Preparation) The company is incorporated in the Cayman Islands, with shares listed on the Stock Exchange, and its ultimate holding company is Jangho Group Co., Ltd.; the condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 and presented in HKD - The Company was incorporated in the Cayman Islands on **December 9, 2016**, and its shares were listed on the Stock Exchange on **July 5, 2018**[90](index=90&type=chunk) - The Company's ultimate holding company is Jangho Group Co., Ltd., whose shares are listed on the Shanghai Stock Exchange[90](index=90&type=chunk) - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants, and are presented in HKD[90](index=90&type=chunk)[91](index=91&type=chunk) [Significant Accounting Policies](index=31&type=section&id=Significant%20Accounting%20Policies) The condensed consolidated financial statements are prepared on a historical cost basis, with accounting policies and calculation methods consistent with the 2024 annual consolidated financial statements, and the first-time application of HKFRS amendments is not expected to have a material impact on financial position and performance - The condensed consolidated financial statements are prepared on a historical cost basis, with accounting policies consistent with the **2024** annual consolidated financial statements[92](index=92&type=chunk) - The first-time application of HKAS 21 and HKFRS 1 (Amendments) "Lack of Exchangeability" during the period is not expected to have a material impact on the Group's financial position and performance[93](index=93&type=chunk)[94](index=94&type=chunk) [Revenue and Segment Information](index=32&type=section&id=Revenue%20and%20Segment%20Information) The Group's revenue sources include interior design services, interior furnishing design services, product design services, and trading of interior decoration products; the Group has three reportable segments: SLD, SLL, and JHD, with SLD and SLL primarily focusing on the residential market, and JHD on hotel, F&B, and commercial projects Revenue by Nature | Revenue Nature | H1 2025 (Thousand HKD) | H1 2024 (Thousand HKD) | Change | | :--- | :--- | :--- | :--- | | Service Income | 137,181 | 128,032 | +7.1% | | Royalty Income | 881 | 742 | +18.7% | | Trading Income | 56,530 | 35,740 | +57.7% | | **Total** | **194,592** | **164,514** | **+18.3%** | - The Group's reportable segments include SLD (interior design and product design, primarily residential market), SLL (interior furnishing design and product trading, primarily residential market), and JHD (interior design, furnishing design, and product trading, primarily hotel, F&B, and commercial projects)[97](index=97&type=chunk) Revenue from Contracts with Customers by Market Region (H1 2025) | Market Region | SLD (Thousand HKD) | SLL (Thousand HKD) | JHD (Thousand HKD) | Total (Thousand HKD) | | :--- | :--- | :--- | :--- | :--- | | Hong Kong | 13,279 | 970 | – | 14,249 | | China | 94,515 | 54,349 | 22,040 | 170,904 | | Other Regions | 9,212 | 227 | – | 9,439 | | **Total** | **117,006** | **55,546** | **22,040** | **194,592** | Segment Revenue and Results (H1 2025) | Segment | Revenue (Thousand HKD) | Results (Thousand HKD) | | :--- | :--- | :--- | | SLD | 117,006 | 12,703 | | SLL | 55,546 | 5,897 | | JHD | 22,040 | (4,422) | | **Total** | **194,592** | **14,178** | [Impairment Losses on Trade Receivables and Contract Assets under Expected Credit Loss Model](index=35&type=section&id=Impairment%20Losses%20on%20Trade%20Receivables%20and%20Contract%20Assets%20under%20Expected%20Credit%20Loss%20Model) Net impairment losses on trade receivables and contract assets for the period amounted to **HKD 9,793 thousand**, an increase from the prior period, primarily due to higher balances resulting from revenue growth Net Impairment Losses | Item | H1 2025 (Thousand HKD) | H1 2024 (Thousand HKD) | Change | | :--- | :--- | :--- | :--- | | Trade Receivables | 5,251 | (4,527) | Turned to loss | | Contract Assets | 4,542 | 9,917 | -54.1% | | **Total** | **9,793** | **5,390** | **+81.7%** | - The increase in impairment losses was primarily attributable to increased balances of both trade receivables and contract assets assessed under the expected credit loss model, driven by revenue growth[32](index=32&type=chunk) [Income Tax Expense](index=35&type=section&id=Income%20Tax%20Expense) Income tax expense for the period was **HKD 2,834 thousand**, primarily comprising PRC corporate income tax, with Hong Kong profits tax calculated at **16.5%** and PRC subsidiaries at **25%**; deferred tax mainly arose from accelerated tax depreciation and credit loss provisions Income Tax Expense Breakdown | Tax Type | H1 2025 (Thousand HKD) | H1 2024 (Thousand HKD) | Change | | :--- | :--- | :--- | :--- | | Current tax: Hong Kong profits tax | – | – | 0 | | Current tax: PRC corporate income tax | 3,025 | 2,753 | +9.9% | | Current tax: Overseas corporate income tax | 14 | – | New | | Under (over) provision in prior years: PRC corporate income tax | 21 | (5) | Turned to under-provision | | Deferred tax | (226) | 38 | Turned to gain | | **Total** | **2,834** | **2,786** | **+1.7%** | - Hong Kong profits tax is calculated at **16.5%** of estimated assessable profits, while PRC subsidiaries are taxed at **25%**[102](index=102&type=chunk)[103](index=103&type=chunk) - Deferred tax primarily arises from temporary differences related to accelerated tax depreciation, credit loss provisions, tax losses, and unrealized profits[105](index=105&type=chunk) [Profit (Loss) for the Period](index=36&type=section&id=Profit%20(Loss)%20for%20the%20Period) Profit (loss) for the period was influenced by several factors, including amortization of intangible assets, cost of inventories, depreciation of property and right-of-use assets, exchange gains, interest income and expenses, and a reduction in litigation provisions Key Items Affecting Profit (Loss) for the Period | Item | H1 2025 (Thousand HKD) | H1 2024 (Thousand HKD) | Change | | :--- | :--- | :--- | :--- | | Amortisation of intangible assets | 188 | 199 | -5.5% | | Cost of inventories recognised as expense | 33,713 | 24,845 | +35.7% | | Depreciation of property, plant and equipment | 2,452 | 2,263 | +8.4% | | Depreciation of right-of-use assets | 9,246 | 9,935 | -6.9% | | Exchange (gains) losses, net | (38) | 777 | Turned to gain | | Interest on bank borrowings | 454 | 1,144 | -60.3% | | Provision for litigation | – | 2,240 | Reduced | - Litigation provision was **zero** for the current period, compared to **HKD 2,240 thousand** in the previous period, positively impacting profit for the period[106](index=106&type=chunk) - The Group was involved in two legal disputes, resulting in frozen bank accounts, but one was unfrozen in **June 2025**[106](index=106&type=chunk) [Earnings (Loss) Per Share](index=37&type=section&id=Earnings%20(Loss)%20Per%20Share) Basic earnings per share attributable to equity holders of the Company was **0.14 HK cents**, a significant improvement from a loss of **0.54 HK cents** per share in the prior year; diluted earnings per share was the same as basic earnings per share due to the absence of potential dilutive ordinary shares during the period Earnings (Loss) Per Share Calculation | Metric | H1 2025 | H1 2024 | Change | | :--- | :--- | :--- | :--- | | Profit (Loss) for the period attributable to equity holders of the Company (Thousand HKD) | 1,590 | (6,139) | Turned profitable | | Weighted average number of ordinary shares | 1,141,401,000 | 1,141,401,000 | 0 | | Basic earnings (loss) per share (HK cents) | 0.14 | (0.54) | Turned profitable | | Diluted earnings (loss) per share (HK cents) | 0.14 | (0.54) | Turned profitable | - As there were no potential dilutive ordinary shares outstanding for the six months ended June 30, 2025, diluted earnings per share for the period was the same as basic earnings per share[107](index=107&type=chunk) [Movements in Property, Plant and Equipment and Right-of-Use Assets](index=37&type=section&id=Movements%20in%20Property%2C%20Plant%20and%20Equipment%20and%20Right-of-Use%20Assets) During the period, the Group acquired **HKD 612 thousand** in property, plant, and equipment, and entered into new lease arrangements, recognizing **HKD 433 thousand** in right-of-use assets and lease liabilities; concurrently, the Group early terminated one lease and modified three, leading to corresponding adjustments in right-of-use assets and lease liabilities Movements in Property, Plant and Equipment and Right-of-Use Assets | Item | H1 2025 (Thousand HKD) | H1 2024 (Thousand HKD) | | :--- | :--- | :--- | | Additions to property, plant and equipment | 612 | 1,596 | | New right-of-use assets | 433 | – | | New lease liabilities | 433 | – | | Lease liabilities derecognised on early termination of lease | 133 | – | | Right-of-use assets adjusted on early termination of lease | 118 | – | | Lease liabilities adjusted on modification of leases | 2,800 | – | | Right-of-use assets adjusted on modification of leases | 3,621 | – | [Trade Receivables](index=38&type=section&id=Trade%20Receivables) As of June 30, 2025, net trade receivables amounted to **HKD 158,919 thousand**, including net unbilled receivables of **HKD 37,240 thousand**; the aging analysis of trade receivables showed a higher proportion of debts over one year, but the Group believes most are recoverable Trade Receivables Overview | Metric | June 30, 2025 (Thousand HKD) | December 31, 2024 (Thousand HKD) | Change | | :--- | :--- | :--- | :--- | | Trade receivables (gross) | 184,854 | 168,559 | +9.7% | | Less: Provision for credit losses | (63,175) | (58,672) | +7.7% | | Trade receivables (net book value) | 121,679 | 109,887 | +10.7% | | Unbilled receivables (net book value) | 37,240 | 28,843 | +29.1% | | **Total (net book value)** | **158,919** | **138,730** | **+14.5%** | Aging Analysis of Trade Receivables (Net of Credit Loss Provision) | Aging | June 30, 2025 (Thousand HKD) | December 31, 2024 (Thousand HKD) | | :--- | :--- | :--- | | 0 to 30 days | 44,709 | 50,546 | | 31 to 90 days | 21,112 | 6,162 | | 91 to 180 days | 7,406 | 8,875 | | 181 days to 1 year | 18,024 | 7,461 | | Over 1 year | 30,428 | 36,843 | | **Total** | **121,679** | **109,887** | - The Group does not offer credit terms to customers, but **HKD 55,858 thousand** of debts overdue by more than **90 days** are still considered recoverable[114](index=114&type=chunk) - Approximately **HKD 9,114 thousand** of trade receivables are secured by certain properties of customers in China[114](index=114&type=chunk) [Other Receivables, Deposits and Prepayments](index=39&type=section&id=Other%20Receivables%2C%20Deposits%20and%20Prepayments) As of June 30, 2025, other receivables, deposits, and prepayments totaled **HKD 16,842 thousand**, with the current portion being **HKD 11,534 thousand**; other receivables included **HKD 829 thousand** due from related parties Other Receivables, Deposits and Prepayments Breakdown | Item | June 30, 2025 (Thousand HKD) | December 31, 2024 (Thousand HKD) | Change | | :--- | :--- | :--- | :--- | | Other receivables | 6,582 | 3,667 | +79.5% | | Recoverable VAT | 2,152 | 1,919 | +12.1% | | Prepayments for expenses | 2,291 | 3,059 | -25.2% | | Rental deposits | 5,308 | 5,379 | -1.3% | | Other deposits | 509 | 743 | -31.5% | | **Total** | **16,842** | **14,767** | **+14.7%** | - The carrying amount of other receivables includes **HKD 829 thousand** due from a related party controlled by the Company's controlling shareholder[115](index=115&type=chunk) [Contract Assets and Contract Liabilities](index=40&type=section&id=Contract%20Assets%20and%20Contract%20Liabilities) As of June 30, 2025, net contract assets amounted to **HKD 84,429 thousand**, primarily from interior design services; contract liabilities were **HKD 18,333 thousand**, mainly from interior furnishing services, and contract assets included amounts due from related parties Contract Assets and Contract Liabilities Overview | Item | June 30, 2025 (Thousand HKD) | December 31, 2024 (Thousand HKD) | Change | | :--- | :--- | :--- | :--- | | Contract assets (net) | 84,429 | 90,323 | -6.5% | | - Interior design services | 126,314 | 124,798 | +1.2% | | - Interior furnishing services | 6,160 | 8,692 | -29.2% | | - Less: Provision for credit losses | (48,045) | (43,167) | +11.3% | | Contract liabilities | 18,333 | 19,384 | -5.5% | | - Interior design services | 6,819 | 9,253 | -26.3% | | - Interior furnishing services | 11,514 | 10,131 | +13.6% | - Contract assets primarily represent the Group's right to consideration for unbilled completed work, which will be transferred to trade receivables when the right becomes unconditional[116](index=116&type=chunk) - The carrying amount of contract assets includes **HKD 1,102 thousand** due from a related party controlled by the Company's controlling shareholder[116](index=116&type=chunk) [Restricted Bank Balances](index=40&type=section&id=Restricted%20Bank%20Balances) As of June 30, 2025, restricted bank balances amounted to approximately **HKD 2,265 thousand**, primarily due to legal disputes Restricted Bank Balances | Metric | June 30, 2025 (Thousand HKD) | December 31, 2024 (Thousand HKD) | Change | | :--- | :--- | :--- | :--- | | Restricted bank balances | 2,265 | 2,720 | -16.8% | - Restricted bank balances arose from legal disputes, details of which are set out in Note 6[118](index=118&type=chunk) [Trade Payables, Other Payables and Accrued Expenses](index=41&type=section&id=Trade%20Payables%2C%20Other%20Payables%20and%20Accrued%20Expenses) As of June 30, 2025, trade payables were **HKD 53,943 thousand**, with **HKD 23,749 thousand** overdue by more than **180 days**; other payables and accrued expenses totaled **HKD 14,120 thousand**, including accrued staff benefits and litigation provisions Aging Analysis of Trade Payables | Aging | June 30, 2025 (Thousand HKD) | December 31, 2024 (Thousand HKD) | | :--- | :--- | :--- | | 0 to 180 days | 30,194 | 36,893 | | Over 180 days | 23,749 | 13,732 | | **Total** | **53,943** | **50,625** | Other Payables and Accrued Expenses Breakdown | Item | June 30, 2025 (Thousand HKD) | December 31, 2024 (Thousand HKD) | Change | | :--- | :--- | :--- | :--- | | Accrued staff benefits | 7,074 | 10,191 | -30.5% | | Other payables and accrued expenses | 4,781 | 7,809 | -38.8% | | Provision for litigation | 2,265 | 2,242 | +1.0% | | **Total** | **14,120** | **20,242** | **-30.3%** | [Bank Borrowings](index=41&type=section&id=Bank%20Borrowings) As of June 30, 2025, the Group's bank borrowings amounted to **HKD 5,000 thousand**, a significant decrease from **HKD 20,000 thousand** on December 31, 2024; all borrowings are unsecured and bear floating interest rates Bank Borrowings Overview | Metric | June 30, 2025 (Thousand HKD) | December 31, 2024 (Thousand HKD) | Change | | :--- | :--- | :--- | :--- | | Unsecured bank borrowings | 5,000 | 20,000 | -75.0% | - Bank borrowings are denominated in HKD and bear floating interest rates, calculated at HIBOR plus an annual rate of **3.00%** to **3.75%**[120](index=120&type=chunk) [Share Capital](index=42&type=section&id=Share%20Capital) As of June 30, 2025, the Company's authorized share capital was **HKD 40,000,000**, with issued and fully paid share capital of **HKD 11,414,010**, at a par value of **HKD 0.01** per share, and the number of shares remained unchanged Share Capital Overview | Share Capital Type | Number of Shares | Amount (HKD) | | :--- | :--- | :--- | | Authorised share capital (par value HKD 0.01 per share) | 4,000,000,000 | 40,000,000 | | Issued and fully paid share capital (par value HKD 0.01 per share) | 1,141,401,000 | 11,414,010 | - The authorized and issued share capital remained unchanged as of **January 1, 2024**, **December 31, 2024**, and **June 30, 2025**[121](index=121&type=chunk) [Related Party Transactions](index=42&type=section&id=Related%20Party%20Transactions) During the period, the Group engaged in related party transactions with fellow subsidiaries, including consulting services, interior design services, and rental expenses; key management personnel remuneration totaled **HKD 7,935 thousand** Related Party Transactions Breakdown | Relationship | Nature of Transaction | H1 2025 (Thousand HKD) | H1 2024 (Thousand HKD) | | :--- | :--- | :--- | :--- | | Fellow subsidiaries | Consulting service expenses | 580 | – | | Fellow subsidiaries | Interior design service income | 362 | 3,610 | | Fellow subsidiaries | Rental expenses | 1,150 | – | | Fellow subsidiaries | Purchase of property, plant and equipment | – | 30 | Key Management Personnel Remuneration | Remuneration Type | H1 2025 (Thousand HKD) | H1 2024 (Thousand HKD) | Change | | :--- | :--- | :--- | :--- | | Basic salaries, allowances and other benefits | 5,957 | 7,430 | -19.8% | | Discretionary bonuses | 1,691 | 405 | +317.5% | | Contributions to retirement benefit schemes | 287 | 311 | -7.7% | | **Total** | **7,935** | **8,146** | **-2.6%** | [Fair Value of Financial Instruments](index=43&type=section&id=Fair%20Value%20of%20Financial%20Instruments) The carrying amounts of the Group's financial assets and liabilities approximate their respective fair values, primarily due to the relatively short maturities of these financial instruments - The condensed consolidated statement of financial position reflects that the carrying amounts of the Group's financial assets and liabilities measured at amortized cost approximate their respective fair values, due to the relatively short maturities of these financial instruments[124](index=124&type=chunk) [Share-based Payment Transactions](index=43&type=section&id=Share-based%20Payment%20Transactions) The company has an equity-settled share option scheme to reward senior management and employees, with limits on total shares and individual grants, and clear exercise price determination; as of this report date, all share options have expired, with no outstanding options - The Share Option Scheme was adopted on **June 11, 2018**, to recognize contributions made or potentially made by certain senior management, employees, consultants, and other contributors to the Group's development[125](index=125&type=chunk) - Under the scheme, without prior shareholder approval, the total number of shares that may be granted under options shall not exceed **10%** of the Company's issued shares at any time, and the number of shares issued and to be issued under options granted to any individual in any one year shall not exceed **1%** of the Company's issued shares at any time[125](index=125&type=chunk) - The exercise price of share options is determined by the Board, but shall not be less than the higher of the closing price of the shares on the date of grant and the average closing price for the five business days immediately preceding the date of grant[126](index=126&type=chunk) - All share options granted on **July 5, 2018**, expired on **June 30, 2024**, and as of the date of this report, there are no outstanding share options under the Share Option Scheme[127](index=127&type=chunk) [Contingent Liabilities](index=44&type=section&id=Contingent%20Liabilities) During the period, a PRC subsidiary of the Group was sued by a client over a contract dispute, resulting in approximately **HKD 338 thousand** in bank accounts being frozen; the litigation is in its early stages, and the potential impact is not yet practicable to assess - During the period, a client initiated legal proceedings against a PRC subsidiary of the Group concerning a contract dispute related to interior design services, which is currently in the litigation stage[128](index=128&type=chunk) - Pursuant to a pre-litigation property preservation order issued by the court, an amount of approximately **RMB 308,000** (equivalent to approximately **HKD 338,000**) in a bank account of a PRC subsidiary of the Group was frozen in **July 2025**[128](index=128&type=chunk) - As the legal proceedings are still in their early stages, it is not practicable to assess the potential impact on the Group[128](index=128&type=chunk) [Events After Reporting Period](index=44&type=section&id=Events%20After%20Reporting%20Period) Except for the contingent liability disclosed in Note 19, no significant events have occurred after June 30, 2025, and up to the date of this report that could materially affect the Group's operations and financial performance - Except for the matters disclosed in Note 19, no significant events have occurred after **June 30, 2025**, and up to the date of this report that could materially affect the Group's operations and financial performance[129](index=129&type=chunk)

呈交日期: 2025年9月3日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 02262 | 說明 | 梁志天設計集團 | | | | | | | | | | 法定/註冊股份數目 | | 面值 | | | | 法定/註冊股本 | | | 上月底結存 | | | 4,000,000,000 HKD | | | 0.01 | HKD | | 40,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 4,000,000,000 HKD | | | 0.01 | HKD | | 40,000,000 | 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: 梁志天設計集團有限公司 本 ...

Core Viewpoint - Liang Zhitian Design Group (02262) reported a revenue of HKD 195 million for the six months ending June 30, 2025, representing an 18.3% year-on-year increase, driven by the recovery of the Chinese real estate market [1] Financial Performance - Revenue for the period was HKD 195 million, up 18.3% compared to the previous year [1] - The profit attributable to equity holders was HKD 1.59 million, a significant turnaround from a loss of HKD 6.139 million in the same period last year [1] - Basic earnings per share were HKD 0.14 cents [1] Market Context - The increase in total revenue was primarily due to growth in the residential and private residential project sectors, attributed to the recovery in the Chinese real estate market [1]