Core Viewpoint - The entry of Jingwei Tiandi into the stablecoin market through its new mobile application "Fopay" is expected to enhance its business opportunities and shareholder value, reflecting a growing trend in the fintech sector in Hong Kong [2][3]. Company Overview - Jingwei Tiandi, established in 2021 and headquartered in Zhuhai, primarily develops telecom network performance analysis software and has expanded into telecom network support services and ICT integration [2]. - The company went public on the Hong Kong Stock Exchange in January 2024 [2]. New Business Development - Jingwei Tiandi announced the launch of "Fopay," a stablecoin-based payment platform, which aims to facilitate seamless transactions and capitalize on the global trend towards regulated digital assets [2][3]. - The board believes that the fintech and payment services sector is a key driver of economic growth in Asia, particularly in Hong Kong, which offers a favorable environment for such developments [3]. Shareholder Changes - In 2023, Hengfeng International Holdings became the controlling shareholder of Jingwei Tiandi through two share transfers, acquiring a significant stake in the company [4][5]. - Qian Fenglei, the founder of Hengfeng International, joined the board and became the chairman, bringing extensive investment experience across various sectors [4][5]. Stock Performance - Following Qian Fenglei's involvement, Jingwei Tiandi's stock price surged from below HKD 3 to a peak of HKD 26.65, reflecting strong market interest and confidence in the company's new direction [5].

Core Viewpoint - The article discusses the entry of Jingwei Tiandi into the stablecoin market, highlighting its new mobile application "Fopay" aimed at providing a one-stop payment platform based on stablecoin technology, which has positively impacted the company's stock price [1][3]. Group 1: Company Overview - Jingwei Tiandi, established in 2021 and headquartered in Zhuhai, primarily develops telecommunications network performance analysis software and has expanded into ICT integration services [3]. - The company went public on the Hong Kong Stock Exchange in January 2024 [3]. Group 2: New Business Initiative - On July 21, 2025, Jingwei Tiandi announced the launch of its financial technology business segment with the mobile application "Fopay," which focuses on stablecoin-based payment solutions [3]. - The company aims to leverage the growing regulatory framework for stablecoins globally to facilitate seamless transactions and explore new business opportunities [3][4]. Group 3: Market Context - The board believes that the electronic commerce, cross-border trade, and mobile payment sectors are rapidly growing and are key drivers of economic growth in Asia, particularly in Hong Kong [4]. - The favorable market environment in Hong Kong, characterized by robust infrastructure and a large digital user base, is seen as advantageous for the development of payment services and fintech [4]. Group 4: Shareholder Dynamics - In 2023, Hengfeng International Holdings became the controlling shareholder of Jingwei Tiandi through two share transfers, acquiring a significant stake in the company [6][8]. - Qian Fenglei, the founder and CEO of Hengfeng International, joined the board of Jingwei Tiandi and has a background in investment management and technology [7][8]. Group 5: Stock Performance - Following Qian Fenglei's involvement, Jingwei Tiandi's stock price surged from below HKD 3 to a peak of HKD 26.65, reflecting a significant increase over five months [8].

Core Viewpoint - The company, Jingwei TianDi, has officially entered the cryptocurrency payment sector by launching the stablecoin payment platform "Fopay," aiming to explore new business opportunities and benefit shareholders [1] Group 1: Business Development - Fopay is developed based on the concept of stablecoin cryptocurrency payments, providing a one-stop payment platform with features like stablecoin custody and prepaid card payments through licensed partners [1] - The launch of Fopay aligns with favorable regulatory developments, including the establishment of a global stablecoin regulatory framework in 2024, the EU's MiCA, and the upcoming implementation of Hong Kong's Stablecoin Regulation on August 1 [1] Group 2: Shareholder Changes - Jingwei TianDi underwent a significant equity adjustment, selling 19.9% of its shares to Hengfeng International and an additional 10% later, making Hengfeng the new controlling shareholder [2] - Hengfeng International is backed by notable business figures, including Qian Fenglei, the founder of "Qian Duo Duo," and other prominent investors, indicating a strong support network for the company's strategic direction [2] Group 3: Financial Performance - The company's financial performance has been relatively modest, with revenues increasing from 203 million yuan in 2021 to 278 million yuan in 2024, while profits have shown a declining trend from 25.52 million yuan to 20.14 million yuan during the same period [2]

Core Viewpoint - The company is entering the cryptocurrency payment sector with the launch of its mobile application "Fopay" scheduled for July 21, 2025, aiming to provide a one-stop payment platform [1] Group 1: Product Launch - "Fopay" will be developed based on the concept of stablecoin cryptocurrency payments [1] - The application will offer stablecoin custody and prepaid card payment functionalities through several licensed partners [1] Group 2: Business Strategy - The board believes that the launch of Fopay and the new business segment will explore more opportunities for the company and be beneficial to shareholders overall [1]

Financial Performance - For the year ended December 31, 2024, the Group achieved a revenue increase of approximately RMB 22.3 million or 8.70%, totaling approximately RMB 278.2 million compared to the previous year[15]. - The Group's profit for the year ended December 31, 2024, decreased by approximately RMB 0.3 million or 1.3%, amounting to RMB 20.1 million, primarily due to increased subcontracting charges[15]. - Revenue for 2024 increased to RMB 278,223,000 from RMB 255,959,000 in 2023, representing a growth of approximately 8.9%[27]. - Other income rose significantly to RMB 4,020,000 in 2024, compared to RMB 1,834,000 in 2023, marking an increase of 119.5%[27]. - Operating profit decreased to RMB 20,876,000 in 2024 from RMB 23,961,000 in 2023, a decline of about 8.7%[27]. - Profit before tax for 2024 was RMB 21,916,000, slightly down from RMB 23,083,000 in 2023, reflecting a decrease of 5.1%[27]. - Profit for the year attributable to equity holders of the Company was RMB 20,140,000 in 2024, compared to RMB 20,397,000 in 2023, a decrease of 1.3%[27]. - Employee benefit expenses increased to RMB 19,357,000 in 2024 from RMB 17,124,000 in 2023, an increase of 13.1%[27]. - Subcontracting charges rose to RMB 186,868,000 in 2024, up from RMB 153,847,000 in 2023, indicating an increase of 21.5%[27]. - The Group's net profit margin decreased from approximately 8.0% for the year ended 31 December 2023 to approximately 7.2% for the year ended 31 December 2024[95]. Market Opportunities and Challenges - The ICT industry in the PRC is undergoing significant digital transformation, presenting both opportunities and challenges due to market saturation and intensified competition[19]. - The Company plans to optimize and enhance its ICT integration services and software development to capitalize on digital transformation opportunities[20]. - There is significant demand for ICT infrastructure construction in overseas markets, particularly in developing countries, which provides expansion opportunities for the Company[19]. - Increased customer demands for service quality and technological innovation are raising expectations for the Company's comprehensive capabilities[19]. - The Company acknowledges challenges in international trade environments, cultural differences, and technical barriers that may impact overseas expansion efforts[19]. - The Group faces challenges in international expansion due to uncertainties in the trade environment and cultural differences, despite significant demand for ICT infrastructure in developing countries[48]. Strategic Initiatives - The Group aims to delve deeper into emerging areas such as the third-generation Internet and artificial intelligence to deliver long-term value for shareholders[20]. - The Group aims to enhance its ICT integration services and explore opportunities in digital transformation, including third-generation internet and artificial intelligence[27]. - The management expresses confidence in creating long-term value for shareholders through ongoing improvements and strategic initiatives[24][26]. - The Group will continue to focus on providing telecommunication network support services, including maintenance and engineering services[29][34]. Corporate Governance and Leadership - The Group's successful listing has also strengthened its internal control functions and promoted its image as a well-organized establishment to the public[14]. - The Group issued 125,000,000 shares at HK$1.00 each, resulting in net proceeds of approximately HK$60.6 million (equivalent to approximately RMB 56.0 million) after deducting underwriting commissions and related expenses[125]. - The Company has adopted various policies to ensure compliance with the Corporate Governance Code, with a noted deviation regarding the roles of the Chairman and CEO being held by the same individual[194]. - The Company recognizes the importance of high corporate governance standards to enhance corporate value and accountability[193]. - All Directors confirmed compliance with the Model Code for Securities Transactions throughout the reporting period[198]. Financial Position and Utilization of Proceeds - Cash and cash equivalents increased to approximately RMB105.0 million as at 31 December 2024, representing an increase of approximately 341.2% compared to RMB23.8 million as at 31 December 2023[99]. - The current ratio improved to approximately 2.4 as at 31 December 2024, compared to approximately 1.9 as at 31 December 2023[98]. - Total bank borrowings amounted to approximately RMB31.8 million as at 31 December 2024, up from RMB20.0 million in 2023[105]. - The gearing ratio decreased to 20.8% as at 31 December 2024, compared to 32.9% as at 31 December 2023[108]. - The Group plans to utilize the net proceeds from the share issuance as previously disclosed, with no changes to the intended use or expected implementation timeline[129]. - 20.5% of net proceeds (approximately RMB 11.5 million) allocated to finance initial funding needs for future ICT integration projects, with an expected full utilization by the end of 2027[131]. - 34.6% of net proceeds (approximately RMB 19.4 million) designated for pursuing new research and development undertakings, expected to be fully utilized by the end of 2027[131]. - 19.8% of net proceeds (approximately RMB 11.1 million) aimed at expanding manpower in project management to support anticipated business growth, with full utilization expected by the end of 2026[131]. - 5.4% of net proceeds (approximately RMB 3.0 million) allocated for financing sales and marketing funding needs for manpower and marketing activities, expected to be fully utilized by the end of 2026[131]. - 12.9% of net proceeds (approximately RMB 7.2 million) set aside for repaying part of bank borrowings, with no applicable timeline for full utilization[131]. - 6.8% of net proceeds (approximately RMB 3.8 million) for general working capital, expected to be fully utilized by the end of 2025[131]. - As of the report date, unutilized net proceeds amount to approximately RMB 32.9 million[131]. - Unutilized net proceeds have been placed as bank balances with licensed banks in Hong Kong[133]. - The Directors are not aware of any material change to the planned use of the net proceeds as of the report date[132]. - The total allocation of net proceeds amounts to 100%, with actual utilization reported at approximately RMB 56.0 million[131]. Leadership Appointments and Experience - Mr. Li Shihua was appointed as Executive Director on September 26, 2024, and is also the chairman of the investment committee[148]. - Mr. Li has extensive investment experience, having served as investment vice president at Silkroad Goldenbridge Capital Management Limited from July 2023 to March 2024[149]. - Mr. Qian Fenglei was appointed as Executive Director on February 11, 2025, and has a background in managing investment companies across various sectors[150]. - Mr. Lin Qihao, appointed as Non-executive Director on September 14, 2021, has over 24 years of experience in the electronic technology industry[153]. - Dr. Leung Kwong Sak was appointed as Independent Non-executive Director on December 15, 2023, and serves on multiple committees including the audit committee[155]. - Dr. Leung has over 40 years of experience in computer science and engineering, serving in various academic roles at the Chinese University of Hong Kong[161]. - Mr. Wong has over 30 years of experience in auditing and accounting, currently serving as an independent non-executive director and chairman of multiple committees[165]. - Ms. Dan holds a bachelor's degree in laws and French and a master's degree in laws, currently serving as an independent non-executive director[172]. - Mr. Wong has been the sole proprietor of Eddy Wong & Co. since May 1994, and has served as an independent non-executive director for several listed companies[165]. - Ms. Dan is a senior partner at Beijing Dacheng Law Offices and has held various legal positions since 2013[173]. - Mr. Wong has been involved with companies that faced significant financial challenges, including a winding-up petition against China All Access for HK$1,451,584,773.03[165]. - Dr. Leung was awarded the title of emeritus professor by CUHK in August 2018, reflecting his distinguished academic career[161]. - Ms. Dan has been active in legal mediation and arbitration, serving as a commercial mediator and arbitrator since 2021[173]. - Mr. Wong has been an independent non-executive director of Sun Hing Vision Group Holdings Limited since September 2004[165]. - Dr. Leung's academic contributions include serving as a chair professor until July 2018 and as a research professor until July 2021[161]. - Ms. Chen Shenmao has been appointed as the vice general manager and financial controller of the Group since December 2023, overseeing finance, administration, and human resources[176]. - Mr. Li Fei, aged 39, is the general manager of Guangdong Jingwei Infinite IoT Technology Co., Ltd., responsible for software development of wireless communication products and business expansion in cloud computing and IoT[180]. - Mr. Xian Zhigang has been serving as the director of research and development and general manager of Zhuhai New Technology Research Institute since 2016 and 2025 respectively, with 16 years of experience in communication and R&D[184]. - The Group's financial management is led by Ms. Chen, who has over 20 years of experience in accounting and finance, recognized as a senior accountant in May 2020[179]. - The Company has a focus on expanding its cloud computing and IoT business under Mr. Li's leadership, leveraging his extensive experience in communication applications[182]. - The Group's R&D efforts are managed by Mr. Xian, who has been recognized as a System Architecture Designer by relevant authorities in November 2019[185]. - The Company aims to enhance its software product offerings through the management of the Research Institute, which is overseen by Mr. Xian[184]. - Ms. Chen's role includes supervising the financial functions of the Group, ensuring effective financial control and administration[176]. - The Group's strategic direction includes a commitment to innovation in wireless communication technologies and software development[180]. - The leadership team is composed of experienced professionals with significant expertise in their respective fields, contributing to the Company's growth and market expansion[179]. - Mr. Siu Chun Pong Raymond appointed as Company Secretary on May 17, 2024, with over 18 years of experience in corporate finance and regulatory compliance[189].

Group 1 - The core point of the news is that the major shareholder of Jingwei Tiandi Group Limited has entered into two sale agreements to sell shares of the company at a price of HKD 6 per share, which will significantly alter the ownership structure of the company [1][2] - The first sale agreement involves the sale of 45 million shares, representing 4.5% of the total issued share capital of the company, while the second agreement involves the sale of 100 million shares, representing 10% of the total issued share capital [1] - After the completion of both sales, Jingwei Tiandi Group's shareholding will decrease from 311 million shares to 166 million shares, accounting for 16.6% of the total issued share capital, thus no longer being the controlling shareholder but remaining a major shareholder [2] Group 2 - Following the completion of the second sale, Hengfeng International's shareholding will increase from 199 million shares to 299 million shares, representing 29.9% of the total issued share capital, making it the single largest shareholder of the company [2] - Hengfeng International will continue to be a major shareholder after the transaction [2]

Financial Performance - For the year ending December 31, 2024, the revenue was approximately RMB 278.2 million, an increase from RMB 256.0 million for the year ending December 31, 2023, representing a growth of 8.5%[3] - The profit attributable to equity holders for the year ending December 31, 2024, was approximately RMB 20.1 million, slightly down from RMB 20.4 million for the year ending December 31, 2023, indicating a decrease of 1.5%[3] - Basic earnings per share for the year ending December 31, 2024, were approximately RMB 4.1 cents, compared to RMB 5.4 cents for the year ending December 31, 2023, reflecting a decline of 24.1%[3] - The company reported a net operating profit of RMB 20.9 million for the year ending December 31, 2024, down from RMB 24.0 million in the previous year, a decrease of 12.5%[5] - The total comprehensive income attributable to equity holders for the year ending December 31, 2024, was RMB 20.1 million, slightly lower than RMB 20.4 million for the year ending December 31, 2023, a decrease of 1.5%[6] - The net profit for the year ended December 31, 2024, was RMB 20,140,000, compared to RMB 20,397,000 for 2023, representing a decrease of approximately 1.3%[33] - The weighted average number of ordinary shares issued increased from 375,000,000 in 2023 to 496,243,000 in 2024, resulting in a basic earnings per share decrease from RMB 5.4 to RMB 4.1[33] - Adjusted basic earnings per share for 2024 was RMB 2.0, down from RMB 2.7 in 2023, reflecting the impact of share split adjustments[33] Revenue Breakdown - Total revenue for the year ended December 31, 2024, was RMB 278,223 thousand, an increase of 8.7% from RMB 255,959 thousand in 2023[19] - Revenue from wireless telecom network optimization services decreased to RMB 76,538 thousand, down 19.4% from RMB 94,923 thousand in 2023[19] - Revenue from ICT integration services increased significantly to RMB 144,452 thousand, up 55% from RMB 93,279 thousand in 2023[19] - Revenue from telecom network infrastructure maintenance and engineering services decreased by approximately RMB 14.5 million or 33.1% to approximately RMB 29.3 million for the year ended December 31, 2024, primarily due to the loss of a customer[67] - Revenue from software-related business increased by approximately RMB 3.9 million or 16.3% to approximately RMB 27.9 million for the year ended December 31, 2024, due to an increase in the number of customer software development projects[69] Assets and Liabilities - Total assets less current liabilities increased to RMB 201.4 million as of December 31, 2024, compared to RMB 89.2 million as of December 31, 2023, showing a significant growth of 125.5%[7] - The company’s cash and cash equivalents increased significantly to RMB 104.98 million as of December 31, 2024, compared to RMB 23.81 million as of December 31, 2023, representing a growth of 340.5%[7] - Non-current assets totaled RMB 25.7 million as of December 31, 2024, compared to RMB 4.6 million as of December 31, 2023, indicating an increase of 457.6%[7] - The company’s equity increased to RMB 200.4 million as of December 31, 2024, from RMB 85.2 million as of December 31, 2023, reflecting a growth of 135.5%[8] - Total interest-bearing bank borrowings increased from RMB 28,000,000 in 2023 to RMB 41,776,000 in 2024, with a decrease in the average interest rate from 3.7% to 2.9%[41] - The debt-to-equity ratio decreased to 20.8% as of December 31, 2024, from 32.9% as of December 31, 2023[90] Expenses and Costs - The company incurred listing expenses of RMB 6,257 thousand in 2024, a decrease from RMB 14,008 thousand in 2023[26] - Employee benefits expenses rose by RMB 2.3 million or approximately 13.5% from about RMB 17.1 million for the year ended December 31, 2023, to about RMB 19.4 million for the year ended December 31, 2024, mainly due to an increase in average employee numbers[72] - Subcontracting costs increased by approximately RMB 33.1 million or about 21.5% from approximately RMB 153.8 million for the year ended December 31, 2023, to RMB 186.6 million for the year ended December 31, 2024, attributed to labor costs and employee risks[73] - Depreciation and amortization expenses increased by approximately RMB 1 million or about 47.6% from approximately RMB 2.1 million for the year ended December 31, 2023, to RMB 3.1 million for the year ended December 31, 2024, due to increases in property, plant, equipment, and intangible assets[75] Corporate Governance and Compliance - The company has established an audit committee consisting of three independent non-executive directors to oversee financial reporting and risk management[103] - The company has complied with the corporate governance code, with the exception of the roles of chairman and CEO being held by the same individual[101] - The company has adopted a share option scheme effective from December 15, 2023, with 50 million options available for grant as of both the listing date and December 31, 2024[105] - The company confirms it has maintained sufficient public float in accordance with listing rules during the reporting period and up to the date of this announcement[107] - The company has adopted the standard code of conduct for securities trading by directors as per Appendix C3 of the listing rules, and directors have complied with these standards for the fiscal year ending December 31, 2024[108] Future Plans and Market Outlook - The company plans to implement a share split effective March 31, 2025, which will adjust the weighted average number of shares for the years ended December 31, 2024, and 2023[33] - The company plans to continue optimizing and enhancing ICT integration services and software development, while exploring opportunities in digital transformation[62] - The company aims to maintain and develop relationships with suppliers, subcontractors, and customers despite a complex market environment in 2024[61] - The Chinese telecom industry has experienced significant growth, driven by a large population, expanding middle class, and increasing demand for telecom services[61] - The ICT industry in China is at a critical stage of digital transformation, with technologies like 5G and AI providing unprecedented development opportunities[62]

Financial Performance - The company's revenue for the six months ended June 30, 2024, was RMB 106,092,000, a decrease of approximately 6.1% compared to RMB 113,838,000 for the same period in 2023[10]. - Operating profit for the same period was RMB 10,919,000, down from RMB 18,049,000 in 2023, reflecting a decline of approximately 39.3%[10]. - Revenue from wireless telecom network optimization services decreased by approximately 3.1% to RMB 41,136,000 from RMB 42,404,000 in the previous year[18]. - Revenue from telecom network infrastructure maintenance and engineering services fell by approximately 10.2% to RMB 16,842,000 from RMB 18,709,000, primarily due to the loss of a customer[19]. - Revenue from ICT integrated services decreased by approximately RMB 3.4 million or about 9.6% to approximately RMB 32.2 million for the six months ending June 30, 2024, primarily due to intense domestic market competition and reduced revenue from major clients[20]. - Revenue from software-related business decreased by approximately RMB 1.3 million or about 7.6% to approximately RMB 15.9 million for the six months ending June 30, 2024, mainly due to a reduction in the number of projects generating revenue[21]. - Profit attributable to equity holders for the period was RMB 10,721 thousand, a decrease of 27.1% from RMB 14,658 thousand in the same period last year[61]. - Basic and diluted earnings per share for the period were RMB 2.18, compared to RMB 3.91 for the same period in 2023[61]. - The total comprehensive income for the six months ended June 30, 2024, was RMB 10,719,000, down from RMB 14,658,000 in the previous period[66]. Assets and Equity - The total assets increased to RMB 275,018,000 as of June 30, 2024, compared to RMB 183,592,000 at the end of 2023, marking an increase of approximately 50%[11]. - The total equity rose significantly to RMB 190,996,000 from RMB 85,150,000, indicating an increase of approximately 124.5%[11]. - Current assets increased to RMB 264,745 thousand from RMB 180,487 thousand at the end of 2023, reflecting a growth of 46.6%[62]. - Non-current assets totaled RMB 10,273 thousand, up from RMB 3,105 thousand at the end of 2023[62]. - The company reported a statutory reserve of RMB 17,979,000 as of June 30, 2024, reflecting compliance with Chinese regulations[66]. - The retained earnings as of June 30, 2024, stand at RMB 82,500,000, up from RMB 71,779,000 at the beginning of the year[66]. Cash Flow and Financing - Cash and cash equivalents increased by approximately 317.6% to approximately RMB 99.4 million as of June 30, 2024, primarily due to net proceeds from share sales[35]. - The cash flow from operating activities for the six months ended June 30, 2024, was a net outflow of RMB 20,520,000, compared to an inflow of RMB 6,501,000 in the previous year[69]. - The company’s cash flow from financing activities resulted in a net inflow of RMB 97,165,000 for the six months ended June 30, 2024, compared to an outflow of RMB 17,270,000 in the same period last year[69]. - The company raised RMB 113,725,000 from the issuance of shares post-listing, with associated expenses of RMB 18,598,000[69]. - The company's bank borrowings amounted to RMB 20,000,000 as of June 30, 2024, a decrease of 16.67% from RMB 24,000,000 as of December 31, 2023[98]. - The company's bank borrowings as of June 30, 2024, had an interest rate range of 2.95% to 2.98%, down from 3.7% to 4.1% as of December 31, 2023[98]. Investments and Capital Structure - The company is actively adjusting its capital structure and optimizing asset allocation to prepare for future growth opportunities[13]. - The planned use of the net proceeds includes funding for future ICT integration projects (20.5% of net proceeds), new R&D projects (34.6%), and sales and marketing efforts (5.4%) with expected implementation timelines by the end of 2027 and 2026 respectively[45]. - The company had no significant capital commitments as of June 30, 2024, consistent with the previous year[40]. - There were no major investments, acquisitions, or disposals of subsidiaries or associated companies during the six months ended June 30, 2024[42]. Employee and Management Information - As of June 30, 2024, the total salary and wages (including director remuneration) amounted to approximately RMB 73 million, compared to RMB 72 million for the same period in 2023, reflecting a slight increase[41]. - The company had 119 employees as of June 30, 2024, a slight decrease from 121 employees as of December 31, 2023[41]. - Employee benefits expenses totaled RMB 9,725 thousand for the six months ended June 30, 2024, an increase of 6.8% from RMB 9,108 thousand in the same period of 2023[82]. - The company reported a total of RMB 825,000 in key management compensation for the six months ended June 30, 2024, up 47.5% from RMB 559,000 for the same period in 2023[105]. Corporate Governance and Compliance - The company established an audit committee on December 15, 2023, to enhance corporate governance and oversight of financial reporting[58]. - The company has adopted a written guideline for employees regarding the trading of company securities, ensuring compliance with corporate governance standards[57]. - The company confirms compliance with the standards set out in the code of conduct for securities transactions by directors[56]. - The board of directors will continue to review and consider the separation of the roles of chairman and CEO in the future[46]. - The company has no related party transactions or continuing connected transactions during the reporting period[48]. Shareholder Information - As of June 30, 2024, major shareholders include Jingwei Tiandi Group Limited and Cheer Partners Limited, each holding 375,000,000 shares, representing 75% of the issued share capital[50]. - On July 24, 2024, Jingwei Tiandi Group Limited sold a total of 120,000,000 shares at HKD 2.16 per share, equivalent to 24% of the company's total issued share capital[52]. - The company has adopted a share option scheme on December 15, 2023, with a total of 50,000,000 options available for grant as of January 1 and June 30, 2024[55]. - The company's total issued and paid-up share capital increased to 1,000,000,000 shares as of June 30, 2024, from 38,000,000 shares as of December 31, 2023, representing a growth of 2,526.32%[99]. Risks and Contingencies - The group maintained a strong and robust liquidity position, with no significant foreign exchange risks or derivative agreements in place as of June 30, 2024[39]. - There were no significant contingent liabilities as of June 30, 2024, remaining at zero as in the previous year[43]. - The company reported a foreign exchange loss of RMB 2,000 during the reporting period[66]. Miscellaneous - The company was established on September 14, 2021, in the Cayman Islands and is primarily engaged in telecommunications network optimization services, infrastructure maintenance, and software development[70]. - The company completed a restructuring process to prepare for its initial public offering (IPO) on the Hong Kong Stock Exchange, which involved multiple steps including the acquisition of various subsidiaries[71]. - The interim financial statements are prepared in Renminbi thousands and have not been audited, authorized for publication on August 29, 2024[70]. - The company has adopted several revised Hong Kong Financial Reporting Standards, which did not have a significant impact on the interim financial statements[74]. - The comparative figures for earnings per share have been retrospectively adjusted to align with the current reporting period[109].

Financial Performance - Revenue decreased by approximately 6.8% to approximately RMB 106.1 million for the six months ended June 30, 2024[1] - Profit attributable to equity holders was approximately RMB 10.7 million, a decrease of approximately 26.9% compared to the same period in 2023[1] - Basic earnings per share were approximately RMB 2.18, down approximately 44.2% from RMB 3.91 in the same period of 2023[1] - Operating profit for the six months ended June 30, 2024, was RMB 10.9 million, compared to RMB 18.0 million in the same period of 2023[2] - The company reported a pre-tax profit of RMB 12.15 million, down from RMB 17.66 million in the previous year[2] - The company reported a net profit attributable to equity holders of RMB 10,721,000 for the six months ended June 30, 2024, compared to RMB 14,658,000 for the same period in 2023, representing a decrease of approximately 27.5%[22] - Basic earnings per share decreased to RMB 2.18 for the six months ended June 30, 2024, down from RMB 3.91 in the same period of 2023, reflecting a decline of about 44.2%[22] - Operating profit decreased by approximately RMB 7.1 million or 39.4% to RMB 10.9 million for the six months ending June 30, 2024, mainly due to reduced revenue and increased costs[57] - Net profit margin decreased from approximately 12.9% to approximately 10.1% for the six months ending June 30, 2024, due to increased costs and expenses[58] Revenue Breakdown - Revenue for the six months ended June 30, 2024, was RMB 106,092 thousand, a decrease of 6.8% compared to RMB 113,838 thousand for the same period in 2023[15] - The company reported a decrease in revenue from wireless network optimization services to RMB 41,136 thousand, down 3.0% from RMB 42,404 thousand in the previous year[15] - The company experienced a decline in revenue from information and communication technology integration services, reporting RMB 32,240 thousand, down 9.2% from RMB 35,550 thousand in the prior year[15] - Revenue from wireless telecom network optimization services decreased by approximately RMB 1.3 million or about 3.1% to RMB 41.1 million for the six months ended June 30, 2024, compared to RMB 42.4 million for the same period in 2023[42] - Revenue from telecom network infrastructure maintenance and engineering services fell by approximately RMB 1.9 million or about 10.2% to RMB 16.8 million for the six months ended June 30, 2024, primarily due to the loss of a key customer[43] - Revenue from ICT integration services decreased by approximately RMB 3.4 million or about 9.6% to RMB 32.2 million for the six months ended June 30, 2024, attributed to intensified domestic market competition[44] - Revenue from software-related services declined by approximately RMB 1.3 million or about 7.6% to RMB 15.9 million for the six months ended June 30, 2024, due to a reduction in the number of projects generating revenue[45] Expenses and Liabilities - Total liabilities decreased to RMB 84.02 million from RMB 98.44 million as of December 31, 2023[7] - Total employee benefits expenses, including directors' remuneration, amounted to RMB 9,725,000 for the six months ended June 30, 2024, compared to RMB 9,108,000 for the same period in 2023, an increase of approximately 6.8%[7] - The company incurred listing expenses of RMB 6,257 thousand for the six months ended June 30, 2024, compared to RMB 5,945 thousand in the same period of 2023, indicating a 5.2% increase[15] - Other income for the six months ended June 30, 2024, totaled RMB 667 thousand, a decrease of 45.5% from RMB 1,224 thousand in the same period of 2023[16] - Other operating expenses increased by approximately RMB 1.3 million or 72.2% to approximately RMB 3.1 million for the six months ending June 30, 2024, primarily due to increased legal and professional fees[53] - Income tax expenses decreased by approximately RMB 1.6 million or 53.3% to approximately RMB 1.4 million for the six months ending June 30, 2024, primarily due to tax deductions from R&D expenses[56] Assets and Cash Flow - Total assets as of June 30, 2024, amounted to RMB 275.02 million, compared to RMB 183.59 million as of December 31, 2023[5] - Cash and cash equivalents increased significantly to RMB 99.42 million from RMB 23.81 million as of December 31, 2023[5] - Trade receivables as of June 30, 2024, were RMB 50,151,000, down from RMB 62,700,000 as of December 31, 2023, reflecting a decrease of approximately 20.0%[24] - The company’s financial income from bank deposits increased significantly to RMB 1,679,000 for the six months ended June 30, 2024, compared to RMB 147,000 in the same period of 2023, marking an increase of approximately 1034.0%[18] - Cash and cash equivalents increased by approximately 317.6% to approximately RMB 99.4 million as of June 30, 2024, primarily due to proceeds from share sales[61] Shareholder and Corporate Governance - The board of directors does not recommend the payment of any interim dividend for the six months ended June 30, 2024[1] - The company did not declare an interim dividend for the six months ended June 30, 2024, while it paid a total dividend of RMB 14,332,000 to shareholders for the same period in 2023[23] - The company has maintained compliance with the corporate governance code as of June 30, 2024, with no significant deviations reported[74] - The audit committee was established on December 15, 2023, to oversee financial reporting and internal controls[90] - The company confirms compliance with the standard code of conduct for securities trading by all directors as of June 30, 2024[89] Future Outlook and Strategic Initiatives - The company is actively adjusting its capital structure and optimizing asset allocation to prepare for future growth opportunities[37] - The ICT industry is experiencing unprecedented development opportunities due to the deep integration of technologies such as 5G, IoT, cloud computing, big data, and AI[37] - The company is focusing on enhancing customer satisfaction and market share through technological upgrades and service innovations in its core business segments[38] - The company plans to expand its project management team to support anticipated growth, with a focus on business expansion by the end of 2024[72] Share Issuance and Proceeds Utilization - The company issued 500,000,000 shares with a par value of HKD 0.01 as of June 30, 2024, compared to 38,000,000 shares on December 31, 2023[31] - The company issued 125,000,000 shares at a nominal value of HKD 1.00 each, resulting in net proceeds of approximately HKD 60.6 million (approximately RMB 56.0 million) from the share sale[71] - The net proceeds from the share issuance are allocated as follows: 20.5% for future ICT integration projects, 34.6% for new R&D projects, and 19.8% for sales and marketing efforts[72] - The expected timeline for utilizing the net proceeds includes full utilization by June 30, 2024, for ICT projects and R&D, and by the end of 2026 for sales and marketing[72] Related Party Transactions and Conflicts of Interest - There were no related party transactions or ongoing related party transactions during the reporting period[76] - The company has no known conflicts of interest involving its directors or major shareholders during the reporting period[75]

Financial Performance - For the year ended December 31, 2023, the company's revenue increased by approximately RMB 29.5 million or 13.0% to approximately RMB 256.0 million compared to the year ended December 31, 2022[8]. - The company's profit for the year decreased by approximately RMB 3.9 million or 16.0% to RMB 20.4 million, primarily due to increased subcontracting costs[8]. - The operating profit for the year was RMB 23.961 million, compared to RMB 30.070 million in the previous year[15]. - The financial income for the year was RMB 205,000, an increase from RMB 94,000 in the previous year[15]. - The income tax expense for the year was RMB 2.686 million, down from RMB 5.009 million in the previous year[15]. - Revenue from wireless telecom network optimization services decreased by approximately RMB 7.2 million or about 7.1% to RMB 94.9 million in 2023 from RMB 102.1 million in 2022[28]. - Revenue from telecom network infrastructure maintenance and engineering services decreased by approximately RMB 0.7 million or about 1.6% to RMB 43.8 million in 2023 from RMB 44.5 million in 2022[29]. - Revenue from ICT integration services increased by approximately RMB 38.7 million or about 70.9% to RMB 93.3 million in 2023 from RMB 54.6 million in 2022[31]. - Revenue from software-related business decreased by approximately RMB 1.3 million or about 5.2% to RMB 24.0 million for the year ended December 31, 2023[32]. - Other income decreased by approximately RMB 1.6 million or about 47.1% to RMB 1.8 million for the year ended December 31, 2023, mainly due to reduced government subsidies[33]. - Subcontracting costs increased by approximately RMB 32.2 million or about 26.5% to RMB 153.8 million for the year ended December 31, 2023, driven by increased subcontracting costs in ICT integration services[34]. - Employee benefits expenses decreased by approximately RMB 2.9 million or about 14.5% to RMB 17.1 million for the year ended December 31, 2023, due to a decline in average employee numbers[36]. - Operating profit decreased by approximately RMB 6.1 million or about 20.3% to RMB 24.0 million for the year ended December 31, 2023, primarily due to increased subcontracting and material costs[44]. - Net profit margin declined from approximately 10.7% to about 8.0% for the year ended December 31, 2023, mainly due to increased listing and operating expenses[45]. - Cash and cash equivalents decreased by approximately 43.6% to RMB 23.8 million as of December 31, 2023, compared to RMB 42.2 million in 2022[49]. - Total bank borrowings amounted to approximately RMB 28.0 million as of December 31, 2023, down from RMB 30.0 million in 2022[50]. - The debt-to-equity ratio was 32.9% as of December 31, 2023, compared to 37.2% as of December 31, 2022[54]. - The company did not recommend a final dividend for the year ended December 31, 2023[46]. - As of December 31, 2023, the group had 121 employees, a decrease from 145 employees as of December 31, 2022[59]. - Total wages and salaries for the year ended December 31, 2023, amounted to approximately RMB 136 million, down from RMB 164 million for the year ended December 31, 2022[59]. Strategic Outlook - The company plans to focus on developing its business in selected markets over the next few years, emphasizing efficient business processes for sustainable performance[9]. - There is an optimistic outlook for the demand for ICT integration services, driven by favorable government policies promoting rapid growth in integrated services[9]. - The development of 5G technology is expected to create new software demands from downstream customers, leading to increased demand for telecom network-related software[9]. - The company anticipates continued growth in the Chinese telecom industry driven by technological advancements and increasing demand for digital services[25]. - The company successfully listed on the main board of the Stock Exchange on January 12, 2024, enhancing its cash flow and capacity to undertake larger projects[25]. - The company is committed to implementing its future plans as outlined in the prospectus to enhance its workforce[25]. - The company will allocate more resources to the development of ICT integration services and software development, as detailed in its prospectus published on December 28, 2023[9]. Corporate Governance - The company emphasizes a culture of integrity and ethical behavior, with training programs to reinforce ethical standards and compliance policies[109]. - The company has established an anti-corruption policy to maintain high standards of business ethics and compliance with applicable laws[110]. - An audit committee was formed on December 15, 2023, to oversee financial reporting and internal control systems, consisting of three members[119]. - The company has set up three functional committees to assist the board in fulfilling its responsibilities, including an audit committee, a remuneration committee, and a nomination committee[118]. - All directors have participated in appropriate ongoing professional development to ensure they are informed and capable of contributing effectively[114]. - The company has engaged an independent internal control consultant to review key business processes and internal control systems continuously[139]. - The board and audit committee believe that the group's risk management and internal control systems are effective and adequate[154]. - The company has established a whistleblowing policy to promote openness, integrity, and accountability, with no reported incidents of fraud or misconduct affecting the financial statements during the reporting period[153]. - The company aims to minimize risks through a risk management system that involves risk assessment and the identification of appropriate risk mitigation strategies[138]. - Risk assessments are submitted to the Audit Committee for review every six months[138]. - The company secretary has completed no less than 15 hours of relevant professional training as required by the listing rules[135]. - The Audit Committee has recommended the reappointment of PwC as the external auditor for 2024, pending shareholder approval[124]. Shareholder Information - The company will not recommend a final dividend distribution to shareholders for the reporting period[160]. - The group operates as an investment holding company, with subsidiaries providing telecommunications network support services, information and communication technology integration services, and telecommunications network-related software development services[158]. - The company has not established a predetermined dividend payout ratio and will assess its dividend policy based on financial performance and current economic conditions[146]. - Major shareholders, including Jingwei Tiandi Group Limited and Li Chao Limited, each hold 375,000,000 shares, representing 75% of the company's issued share capital[190]. - Revenue from the top five customers accounted for 45.4% of total revenue in 2023, down from 51.0% in 2022[193]. - The largest customer contributed 21.4% to total revenue in 2023, compared to 23.8% in the previous year[193]. - The top five subcontractors accounted for 43.1% of subcontracting costs in 2023, a decrease from 56.5% in 2022[193]. - The largest subcontractor's share of subcontracting costs was 13.0% in 2023, down from 19.9% in 2022[193]. - The top five suppliers contributed 69.8% to material, supplies, and other item costs, a reduction from 79.7% in 2022[193]. - The largest supplier accounted for 33.0% of material costs in 2023, significantly down from 61.4% in the previous year[193]. Board Composition and Appointments - Appointment of Mr. Hu Yongquan as an independent non-executive director on December 15, 2023, with over six years of experience in corporate governance[78]. - Dr. Liang Guangxi appointed as an independent non-executive director on December 15, 2023, bringing over 30 years of experience in computer science and engineering[79]. - Mr. Yu Zhirong appointed as the chairman of the audit, remuneration, and nomination committees on December 15, 2023, with over 15 years of experience in consulting, accounting, and auditing[83]. - Ms. Chen Shenmao serves as the deputy general manager and CFO, overseeing financial, administrative, and HR functions, with over 16 years of experience in accounting and finance[85]. - Mr. Yao Min, deputy general manager, responsible for overseeing business in Central China, has over 13 years of experience in network computing and telecommunications[88]. - Mr. Xu Shengjian, supervisor and regional manager, responsible for business in Hunan Province, has over 13 years of experience in network computing and telecommunications[89]. - The board consists of seven members, including three executive directors and three independent non-executive directors, ensuring a balanced experience across various sectors[105]. - The board currently has one female director, achieving gender diversity at the board level, with a commitment to increase female representation in the future[106]. - The company aims to improve gender diversity within its board, with a target of increasing female representation to 30% by 2025[105]. - As of December 31, 2023, the employee gender ratio is 72.7% male to 27.3% female among 121 employees, including senior management[106]. Future Plans and Investments - The net proceeds from the share issuance on January 12, 2024, were approximately HKD 606 million (equivalent to about RMB 560 million) after deducting underwriting commissions and related expenses[62]. - The planned use of the net proceeds includes 20.5% (RMB 11.5 million) for future ICT integration projects, expected to be utilized by the end of 2027[66]. - 34.6% (RMB 19.4 million) of the proceeds will be allocated to new R&D projects, also expected to be utilized by the end of 2027[66]. - 19.8% (RMB 11.1 million) will be used to strengthen the project management team to support anticipated expansion plans and business growth, expected by the end of 2026[66]. - 12.9% (RMB 7.2 million) of the proceeds will be used to repay part of the bank loans, expected by the end of 2025[66]. - The company has committed to exploring potential investments and business opportunities for sustainable growth and attractive returns for shareholders[109]. Non-Competition Agreement - The parties involved in the non-competition agreement irrevocably and unconditionally guarantee not to engage in any business that competes directly or indirectly with the group's operations in China[200]. - The non-competition clause applies to any member of the group and their close associates, prohibiting them from participating in restricted businesses[200]. - The agreement covers any current or future business activities that may be conducted by the group in China[200]. - The definition of "restricted business" includes any business that may constitute competition with the group's existing or planned operations[200]. - The commitments made under the non-competition agreement are binding and enforceable against the parties involved[200]. - The agreement aims to protect the group's market position and prevent conflicts of interest[200]. - The parties are required to ensure that their associates also comply with the non-competition terms[200]. - The non-competition obligations are designed to last for the duration specified in the agreement[200]. - The agreement emphasizes the importance of maintaining competitive integrity within the market[200]. - The non-competition terms are a strategic measure to safeguard the group's business interests in China[200].