Group 1 - The core point of the article is that Capital Venture (02324) announced its unaudited consolidated net asset value per share to be approximately HKD 0.8507 as of July 31, 2025 [1]

CNI VC Limited 名稱在香港經營業務） （股份代號：02324） CAPITAL VC LIMITED 首都創投有限公司 （於開曼群島註冊成立之有限公司， 並以 資產淨值 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部份內容而產生或 因倚賴該等內容而引致的任何損失承擔任何責任。 於二零二五年七月三十一日，首都創投有限公司每股股份之未經審核綜合資產淨值 約為0.8507港元。 香港，二零二五年八月十五日 於本公告日期，董事會由以下董事組成：執行董事孔凡鵬先生及陳昌義先生；以及獨立非執 行董事黎歡彥女士 、 張偉健先生及羅艷玲女士。 承董事會命 執行董事 陳昌義 ...

Group 1 - The company proposes a capital restructuring involving a capital reduction and a share split [1] - The capital reduction will involve canceling the paid-up capital of HKD 0.24 per existing share, reducing the par value of each issued share from HKD 0.25 to HKD 0.01 [1] - The proceeds from the capital reduction will be used to offset the company's accumulated losses [1] Group 2 - Following the capital reduction, the company will split the unissued shares with a par value of HKD 0.25 into 25 shares with a par value of HKD 0.01 each [1] - The board recommends a rights issue where eligible shareholders will receive 1 rights share for every 1 adjusted share held at a subscription price of HKD 0.12 per rights share [1] - The rights issue aims to raise up to approximately HKD 54 million before expenses, assuming full subscription [1] Group 3 - The estimated net proceeds from the rights issue, after deducting all necessary expenses, will be approximately HKD 52.9 million [2] - Approximately HKD 29 million will be invested in listed securities in the media, entertainment, financial services, and construction sectors in Hong Kong, mainland China, and the United States [2] - About HKD 18 million will be allocated for investments in non-listed debt securities in the same sectors, with a deadline of March 31, 2027 [2] - The remaining approximately HKD 5.9 million will be used to meet the group's general working capital needs [2]

Group 1 - The company proposes a capital restructuring involving a capital reduction and a share split [1] - The capital reduction will decrease the par value of each existing share from HKD 0.25 to HKD 0.01 by cancelling the paid-up capital of HKD 0.24 per share [1] - The proceeds from the capital reduction will be used to offset the company's accumulated losses [1] Group 2 - Following the capital reduction, the company will split the unissued shares with a par value of HKD 0.25 into 25 shares with a par value of HKD 0.01 each [1] - The board recommends a rights issue where eligible shareholders will receive 1 rights share for every adjusted share held at a subscription price of HKD 0.12 per rights share [1] - The rights issue aims to raise up to approximately HKD 54 million before expenses by issuing up to 450 million rights shares [1] Group 3 - After deducting all necessary expenses, the estimated net proceeds from the rights issue will be approximately HKD 52.9 million [2] - The company plans to invest around HKD 29 million in listed securities in the media, entertainment, financial services, and construction sectors in Hong Kong, mainland China, and the United States [2] - Approximately HKD 18 million will be allocated for investments in non-listed debt securities in the same sectors by March 31, 2027, with the remaining HKD 5.9 million for general working capital needs [2]

Core Viewpoint - The company proposes a capital restructuring involving a capital reduction and a share split to improve its financial position and capitalize on future investment opportunities [1] Group 1: Capital Reduction - The company plans to reduce its issued share capital by canceling the paid-up capital of HKD 0.24 per existing share, lowering the par value of each share from HKD 0.25 to HKD 0.01 [1] - The proceeds from the capital reduction will be used to offset the company's accumulated losses as of the effective date of the capital reduction [1] Group 2: Share Split - Following the capital reduction, the company will split its authorized but unissued shares with a par value of HKD 0.25 into 25 shares with a par value of HKD 0.01 each [1] Group 3: Rights Issue - The board proposes a rights issue where eligible shareholders will receive one (1) share for every one (1) adjusted share held, at a subscription price of HKD 0.12 per rights share [1] - The company aims to raise up to approximately HKD 54 million (before expenses) through the issuance of a maximum of 450,128,249 rights shares [1] - The board believes that the rights issue represents a good opportunity for equity financing, which will enhance liquidity, expand the capital base, and strengthen the financial position of the company [1]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任 何部份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。 本公告僅供參考，並不構成收購、購買或認購本公司證券的邀請或要約。 Capital VC Limited 首都創投有限公司 （於開曼群島註冊成立之有限公司 並以CNI VC Limited名稱在香港經營業務） （股份代號：02324） 建議股本重組； 及 建議按於記錄日期每持有一(1)股經調整股份 獲發一(1)股供股股份的基準進行供股 配售代理 阿仕特朗資本管理有限公司 建議股本重組 董事會建議進行股本重組，當中涉及股本削減及股份拆細，詳情如下： (1) 股本削減 本公司將透過註銷本公司每股現有股份的繳足股本0.24港元削減已發行股本， 將每股已發行現有股份的面值由0.25港元削減至0.01港元。股本削減所產生 進賬金額將用以抵銷本公司於股本削減生效日期的累計虧損，從而減少本 公司的累計虧損；及 1 (2) 股份拆細 緊隨股本削減生效後，本公司法定股本中每股面值0.25港元之法定但未發 行現有股份將拆細為 ...

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 | | | 致：香港交易及結算所有限公司 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) | 02324 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 800,000,000 | HKD | | 0.25 | HKD | | 200,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 800,000,000 | HKD | | 0.25 | HKD | | 200,000,000 | 本月底法定/註冊股本總額： HKD 200,000,000 第 1 頁 共 10 頁 v 1.1.1 FF301 FF301 I ...

Financial Performance - For the six months ended March 31, 2025, the Company reported a turnover of HK$ (278,058) compared to HK$ 48,513,038 for the same period in 2024, indicating a significant decline in revenue[10]. - The operating loss for the period was HK$ (5,348,755), a decrease from an operating profit of HK$ 21,414,362 in the previous year[10]. - The loss before tax was HK$ (7,230,443), compared to a profit before tax of HK$ 18,179,019 for the same period last year[10]. - The total comprehensive loss attributable to equity holders of the Company for the period was HK$ (7,230,443), down from a profit of HK$ 18,384,344 in the prior year[10]. - Basic and diluted earnings per share for the period were both HK$ (1.61), compared to HK$ 4.38 in the same period last year[10]. - The total comprehensive loss for the period was HK$7,230,443, compared to a profit of HK$18,384,344 in the same period last year, reflecting a challenging financial environment[14]. - The Group reported a net realized loss on financial assets of HK$3,760,839 for the six months ended 31 March 2025, compared to a loss of HK$623,723 for the same period in 2024[29]. - The net unrealized loss on financial assets was HK$3,603,844 for the six months ended 31 March 2025, a significant decrease from a gain of HK$42,024,823 in 2024[29]. - The Group recorded a loss of approximately HK$7.4 million for the six months ended March 31, 2025, compared to a profit of approximately HK$41.4 million for the same period last year[88]. Assets and Equity - As of March 31, 2025, the Company’s net assets were HK$ 300,275,695, a decrease from HK$ 307,506,138 as of September 30, 2024[11]. - The net asset value per share decreased to HK$ 0.67 from HK$ 0.73 in the previous reporting period[11]. - As of March 31, 2025, total equity stood at HK$300,275,695, a decrease from HK$319,850,847 as of October 1, 2023, indicating a decline in shareholder value[14]. - The accumulated losses increased to HK$1,156,927,267 as of March 31, 2025, from HK$1,137,572,929 as of October 1, 2023, highlighting ongoing financial difficulties[14]. - The Group's net asset value decreased to HK$300,275,695 as of 31 March 2025, down from HK$307,506,138 as of 30 September 2024, indicating a decline of approximately 2.0%[63]. Cash Flow and Liquidity - For the six months ended March 31, 2025, the net cash used in operating activities was HK$9,578,422, a decrease from HK$17,979,171 in the same period of 2024, indicating improved cash flow management[16]. - The company reported a net decrease in cash and cash equivalents of HK$7,640,022 for the six months ended March 31, 2025, compared to a minor decrease of HK$31,171 in the same period of 2024[16]. - The company had cash and cash equivalents of HK$25,178,400 as of October 1, 2024, down from HK$33,075,167 on October 1, 2023, indicating a liquidity challenge[16]. - The current ratio improved to 7.0 as of March 31, 2025, compared to 4.6 as of September 30, 2024, indicating a strong liquidity position[89]. - The gearing ratio remained low at 12.6% as of March 31, 2025, compared to 12.9% as of September 30, 2024[90]. Investments - The net cash from investing activities for the same period was HK$1,938,400, a significant decrease from HK$17,948,000 in the previous year, suggesting a reduction in investment activities[16]. - The Group's principal bond investments include Gold Medal Hong Kong Limited with a carrying amount of HK$35,903,415 and a coupon rate of 6.50%, representing 11.96% of the net assets attributable to the investment as of 31 March 2025[54]. - Significant investments include 607.8 million shares of WLS Holdings Limited valued at approximately HK$23.7 million as of March 31, 2025[95]. - The Group also holds 40.2 million shares of Japan Kyosei Group Company Limited valued at approximately HK$22.4 million as of March 31, 2025[98]. - The Group's bond investments include HK$62.0 million in bonds issued by Gold Medal Hong Kong Limited and HK$42.5 million in bonds issued by Hao Wen Holdings Limited[92]. Corporate Governance - The Audit Committee, comprising all independent non-executive directors, reviewed the unaudited interim results for the six months ended March 31, 2025[134]. - The Company has complied with the Corporate Governance Code provisions, except for the separation of the roles of chairman and chief executive[136]. - The Company confirmed that all directors complied with the Model Code for Securities Transactions during the period[135]. - The Company has a strong corporate governance structure to ensure effective oversight of management[139]. Share Capital and Dividends - The company issued 7,500,000 shares upon conversion of convertible bonds, impacting the share capital structure[14]. - The Group's issued share capital increased from 420,128,249 shares to 450,128,249 shares due to the conversion of convertible bonds[116]. - The Company did not declare any dividends for the period, consistent with the previous year[10]. - No interim dividend was recommended for the six months ended 31 March 2025, consistent with the previous year[38][43]. Operational Efficiency - Administrative expenses for the period were HK$ 5,070,697, down from HK$ 7,589,623 in the previous year[10]. - Total staff costs decreased to HK$1,794,916 for the six months ended 31 March 2025, down from HK$2,036,593 in 2024[36]. - The investment management fee paid to Evergrande Securities (Hong Kong) Limited was HK$4,839 for the six months ended 31 March 2025, compared to HK$300,000 for the same period in 2024, indicating a significant reduction[67]. Market Conditions - The Hang Seng Index (HSI) increased from 21,134 points as of 30 September 2024 to 23,120 points as of 31 March 2025, indicating a positive market trend[84]. - The Group anticipates a cautious approach to managing its investment portfolio due to the unpredictable global political environment and lack of clear signals for improvement or recession[87]. - The Group anticipates no significant improvement or severe decline in global investment markets for the remainder of the year, maintaining a cautious approach to managing its investment portfolio[88].

Financial Performance - For the six months ended March 31, 2025, the company reported a revenue of HKD 48,513,038, a significant decrease from HKD 278,058 in the same period last year[5] - The operating loss for the period was HKD 5,348,755, compared to an operating profit of HKD 21,414,362 in the previous year[5] - The loss before tax amounted to HKD 7,230,443, a decline from a profit of HKD 18,179,019 in the prior year[5] - The company reported a basic and diluted loss per share of HKD 1.61, compared to earnings of HKD 4.38 in the same period last year[5] - For the six months ended March 31, 2025, the net loss from financial assets measured at fair value through profit or loss was HKD 3,760,839, compared to a net loss of HKD 623,723 for the same period in 2024[14] - The group reported a pre-tax loss of HKD 7,230,443 for the six months ended March 31, 2025, compared to a profit of HKD 18,384,344 for the same period in 2024[23] - The net loss attributable to equity holders for the period was approximately HKD 7,200,000, an improvement from a loss of HKD 18,400,000 in the previous year[36] Cash Flow and Assets - The net cash used in operating activities was HKD 9,578,422, an improvement from HKD 17,979,171 in the previous year[9] - The total assets as of March 31, 2025, were HKD 300,470,237, compared to HKD 209,094,102 as of September 30, 2024[6] - The company's cash and cash equivalents decreased to HKD 17,558,378 from HKD 25,178,400 in the previous period[9] - The total equity as of March 31, 2025, was HKD 300,275,695, a decrease from HKD 307,506,138 as of September 30, 2024[6] - The company's net asset value as of March 31, 2025, was approximately HKD 300,275,695, a decrease of about 2.3% from HKD 307,506,138 on September 30, 2024[31][37] - The fair value of listed equity securities held as of March 31, 2025, was HKD 162,695,114, down from HKD 172,568,448 as of September 30, 2024[25] Share Capital and Dividends - The company did not declare any dividends for the period[5] - The group did not recommend any interim dividend for the six months ended March 31, 2025, consistent with the previous year[22] - The company's issued and paid-up share capital increased to 450,128,249 shares as of March 31, 2025, from 420,128,249 shares on September 30, 2024[31] - The company's issued share capital increased from 420,128,249 shares to 450,128,249 shares due to the conversion of convertible bonds[51] Expenses and Liabilities - The total administrative expenses for the six months ended March 31, 2025, were HKD 5,070,697, compared to HKD 7,589,623 in the same period of 2024[19] - The interest expense for the six months ended March 31, 2025, was HKD 1,881,688, compared to HKD 3,235,343 in the previous year[19] - As of March 31, 2025, the total margin loans and debts amounted to approximately HKD 153,900,000, with an annual interest rate ranging from 7.7% to 15.5%[51] Investments - The group holds significant investments, including 607,800,000 shares of Huilong Holdings valued at approximately HKD 23,700,000, representing 6.9% of total assets[42] - The investment in Japan Symbiosis Group is valued at approximately HKD 22,400,000, with a loss of HKD 1.6 million recognized in the last six months[42] - The bond investment in Jinhui Hong Kong Limited amounts to HKD 52.5 million, accounting for 15.3% of total assets[42] - The company reported realized losses of approximately HKD 3,800,000 from the sale of shares in Sprocomm Intelligence Limited and Japan Synergy Group Limited[38][39] - The company maintained its bond portfolio during the period, recording bond interest income of approximately HKD 6,600,000[40] Governance and Compliance - The audit committee consists of all independent non-executive directors and has reviewed the company's accounting principles and practices[60] - The company has adopted the standard code for securities transactions by directors and confirmed full compliance during the period[61] - The company has adhered to the corporate governance code, with a noted deviation regarding the separation of the roles of chairman and CEO[62] Market Outlook - The company anticipates no significant improvement or decline in the global investment market for the remainder of the year due to the complex political environment[40] Employee and Operational Information - The total employee cost (excluding directors' remuneration) is approximately HKD 1,100,000, with 7 employees as of March 31, 2025[50] - The group has not entered into any foreign currency hedging contracts during the period, maintaining no open foreign currency hedging contracts as of March 31, 2025[48] - The group did not acquire or dispose of any fixed assets during the reporting period[24] - There were no significant investments or capital asset plans as of March 31, 2025[53] - No stock options were granted during the six months ended March 31, 2025[57] - The company did not repurchase, redeem, or sell any of its listed securities during the six months ended March 31, 2025[59]

Financial Performance - The Group recorded a loss of approximately HK$22.1 million on listed investments for the year, a decrease from approximately HK$109.9 million in the previous year[12]. - For the year ended September 30, 2024, the Group reported a negative revenue of approximately HK$2.3 million, a significant decrease from HK$93.9 million in the previous year[40]. - The net loss attributable to equity holders of the Company was approximately HK$19.9 million, compared to HK$149.1 million in the previous year[40]. - The loss on listed investments decreased from HK$109.9 million in the previous year to HK$22.1 million in the current year[41]. - The net unrealised loss for the year was approximately HK$22.7 million, consisting of an unrealised gain of approximately HK$35.8 million and an unrealised loss of approximately HK$58.5 million[47]. - The Group recorded a net loss of approximately HK$19.9 million for the year, a significant decrease from the net loss of approximately HK$149.1 million in the previous year[53]. Investment Portfolio - The Group will continue to adopt cautious measures to manage its investment portfolio in light of the ongoing US-China tensions and high interest rates[20]. - The Group anticipates a challenging investment environment in the coming year due to ongoing tensions in US-China relations and high US interest rates[22]. - The Group's strategic focus remains on careful investment management and exploring potential market opportunities despite the current economic challenges[22]. - The Group's listed investments were approximately HK$172.6 million as of 30 September 2024, indicating manageable currency and interest rate risks[68]. - The Group's bond investments include significant holdings in Gold Medal Hong Kong Limited and Hao Wen Holdings Limited, with fair values of HK$62.2 million and HK$43.8 million respectively[73]. Financial Position - As of September 30, 2024, the Group held total assets of approximately HK$353.0 million, down from HK$378.6 million in 2023, with cash and cash equivalents of HK$25.2 million[54]. - The current ratio decreased from 6.5 as of September 30, 2023, to 4.6 as of September 30, 2024, indicating a healthy liquidity position[54]. - The gearing ratio improved to 14.0% from 17.2% in the previous year, reflecting a low level of financial leverage[55]. - The Group is actively seeking fundraising opportunities to strengthen its financial position and support future investments[60]. - The net proceeds from the CB Placing amounted to approximately HK$20.5 million, fully utilized for general working capital and future investments[65]. Risk Management - The Group identifies and assesses significant risks that may affect its business operations, prioritizing them based on impact and likelihood[166]. - The risk management strategies are regularly monitored and revised in response to significant changes in the business environment[166]. - The Company engaged an independent professional adviser to conduct an annual review of the adequacy and effectiveness of the Group's risk management and internal control systems[169]. - The Board was satisfied that the Group's risk management and internal control processes are adequate for the current business environment[173]. Corporate Governance - The Board comprises two Executive Directors and three Independent Non-executive Directors as of the fiscal year ended September 30, 2024[119]. - The Company has a strong corporate governance structure to ensure effective oversight of management[132]. - The Audit Committee, chaired by Mr. Cheung Wai Kin, held three meetings during the year to review the financial reporting system and risk management[140]. - The Remuneration Committee is responsible for reviewing and determining the compensation of Directors and senior management, ensuring compliance with CG Code Provisions[144]. - The Board has adopted a diversity policy considering factors such as gender, age, and professional experience to enhance Board diversity[146]. Future Outlook - The management discussion highlighted the importance of adapting to market conditions and maintaining investor confidence moving forward[40]. - The company anticipates that the confidence in China's property market will continue to recover in 2024, driven by economic improvements and favorable policies[82]. - Japan Symbiosis Group aims to leverage its unique advantages and resources to explore real estate opportunities in Eurasia and collaborate with Japanese companies for mergers and acquisitions to enhance profitability[81]. Shareholder Communication - The Company prioritizes effective communication with shareholders and provides relevant information in its interim and annual reports[181]. - The Company has established procedures for shareholders to convene extraordinary general meetings, requiring at least one-tenth of the paid-up capital[184]. - The Company does not recommend the payment of a final dividend for the Period[195].