(Stock Code 股份代號 : 2477) N OT IF IC ATI ON LET TE R 通 知 信 函 Dear Registered Shareholders, 26 September 2025 WellCell Holdings Co., Limited (the "Company") – Notice of Publication of Interim Report 2025 (the "Current Corporate Communications") The English and Chinese versions of the Company's Current Corporate Communications are available on the Company's website at www.wellcell.com.cn and the website of The Stock Exchange of Hong Kong Limited (the "HKEx's website") at www.hkexnews.hk respectively (the "Webs ...

[Corporate Information](index=3&type=section&id=Corporate%20Information) This section details changes in the Board of Directors and committee compositions, along with other essential corporate information [Changes in Board of Directors](index=3&type=section&id=Board%20of%20Directors) During the reporting period, Mr. Qian Fenglei was appointed Executive Director and Chairman, while Dr. Leung Kwong Sik retired as Independent Non-executive Director - Mr. Qian Fenglei was appointed Executive Director on **February 11, 2025**, and Chairman on **May 26, 2025**[4](index=4&type=chunk) - Mr. Jia Zhengyi resigned as Chairman on **May 26, 2025**, but continues to serve as Chief Executive Officer[4](index=4&type=chunk) - Mr. Chan Wai Tuen was appointed Independent Non-executive Director on **May 26, 2025**, and Dr. Leung Kwong Sik retired on the same day[4](index=4&type=chunk) [Committee Composition](index=3&type=section&id=Committees) The Audit, Nomination, and Remuneration Committees saw changes in membership, with Mr. Chan Wai Tuen replacing Dr. Leung Kwong Sik - The chairmen of the Audit Committee, Nomination Committee, and Remuneration Committee are all **Mr. Wong Chi Man**[5](index=5&type=chunk)[6](index=6&type=chunk) - Mr. Chan Wai Tuen was appointed a member of the Audit, Nomination, and Remuneration Committees on **May 26, 2025**, while Dr. Leung Kwong Sik retired on the same day[5](index=5&type=chunk)[6](index=6&type=chunk) - The chairman of the Investment Committee is **Mr. Li Shi Hua**[7](index=7&type=chunk) [Other Corporate Details](index=4&type=section&id=Other%20Corporate%20Details) The company provides details including authorized representatives, auditor, legal counsel, compliance adviser, principal bankers, registered office, share registrar, and website - The company's stock code is **2477**, and its website is **http://www.wellcell.com.cn**[12](index=12&type=chunk) - The auditor is **Tianjian Deyang Certified Public Accountants Limited**, and the Hong Kong legal counsel is **Choi, O'Dwyer & Yeung**[9](index=9&type=chunk)[10](index=10&type=chunk) [Financial Highlights](index=6&type=section&id=Financial%20Highlights) This section provides a summary of the interim condensed consolidated statement of comprehensive income and financial position [Summary of Interim Condensed Consolidated Statement of Comprehensive Income](index=6&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) For the six months ended June 30, 2025, the company experienced a decrease in revenue and profit, but other income significantly increased Interim Condensed Consolidated Statement of Comprehensive Income (For the six months ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Revenue | 90,068 | 106,092 | | Other income | 3,934 | 667 | | Other gains – net | 80 | 1,435 | | Operating profit | 8,777 | 10,919 | | Profit before tax | 8,275 | 12,150 | | Profit for the period | 7,717 | 10,721 | [Summary of Interim Condensed Consolidated Statement of Financial Position](index=6&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the company's non-current assets significantly increased, while current assets and current liabilities decreased, leading to a slight growth in net assets and total equity Interim Condensed Consolidated Statement of Financial Position (As of June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Non-current assets | 53,978 | 25,693 | | Current assets | 252,906 | 299,628 | | Current liabilities | (98,141) | (123,918) | | Net current assets | 154,765 | 175,710 | | Total assets less current liabilities | 208,743 | 201,403 | | Non-current liabilities | (829) | (1,036) | | Net assets | 207,914 | 200,367 | | Total equity | 207,914 | 200,367 | [Management Discussion and Analysis](index=7&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the company's business performance, future outlook, and financial review for the reporting period [Business Review](index=7&type=section&id=Business%20Review) During the reporting period, the Group's main revenue sources remained telecom network support services, ICT integration services, and software-related businesses, with expansion into the Fintech sector through the Fopay payment platform - The Group's main revenue is derived from **wireless telecommunication network optimization services**, **telecommunication network infrastructure maintenance and engineering services**, **ICT integration services**, **telecommunication network-related software development and related services**, and **software sales**[18](index=18&type=chunk)[20](index=20&type=chunk) - During the reporting period, the Group expanded its business into the **Fintech sector**, launching its self-developed one-stop payment platform "Fopay," offering stablecoin custody and prepaid card payment services[18](index=18&type=chunk)[25](index=25&type=chunk)[28](index=28&type=chunk) Revenue Contribution by Business Segment (For the six months ended June 30) | Business Segment | 2025 % of Total Revenue | 2024 % of Total Revenue | | :--- | :--- | :--- | | Telecommunication Network Support Services | 50.9% | 54.6% | | ICT Integration Services | 42.6% | 30.4% | | Telecommunication Network-related Software Development | 6.5% | 15.0% | [Outlook](index=9&type=section&id=Outlook) Despite a complex market and increased competition leading to a slight decline in core business and squeezed profit margins, the Group remains committed to maintaining partnerships and sees growth potential in China's telecom industry and global Fintech, with plans to seek relevant licenses for its crypto payment business - Core business faces **market saturation and intensified competition**, leading to sustained pressure on profit margins, with management cautious about sustainable short-term expansion[30](index=30&type=chunk)[34](index=34&type=chunk) - China's telecommunications industry shows **significant growth** driven by its large population, expanding middle class, smartphone penetration, increased internet usage, and government digitalization policies[31](index=31&type=chunk)[34](index=34&type=chunk) - The Group has ventured into the **crypto payment sector** under its Fintech business, launching the Fopay mobile application, and may consider acquiring licenses for custody, money services, and crypto services in the future[33](index=33&type=chunk)[35](index=35&type=chunk) [Financial Review](index=10&type=section&id=Financial%20Review) During the reporting period, the Group's total revenue, operating profit, and net profit decreased, primarily due to lower revenue from wireless telecom network optimization and software-related businesses, coupled with increased other operating expenses and depreciation and amortization; however, ICT integration services revenue grew, and financial assets at fair value through profit or loss generated significant fair value gains Revenue Breakdown (For the six months ended June 30) | Business Type | 2025 (RMB thousands) | 2024 (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Wireless Telecommunication Network Optimization Services | 28,636 | 41,136 | -30.4% | | Telecommunication Network Infrastructure Maintenance and Engineering Services | 17,170 | 16,842 | +2.4% | | ICT Integration Services | 38,359 | 32,240 | +19.3% | | Software-related Businesses | 5,903 | 15,874 | -62.9% | | **Total Revenue** | **90,068** | **106,092** | **-15.1%** | Key Profit and Loss Items Changes (For the six months ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Other income | 3,934 | 667 | +457.1% | | Other gains – net | 80 | 1,435 | -92.9% | | Employee benefit expenses | (7,685) | (9,725) | -20.6% | | Subcontracting fees | (62,396) | (64,983) | -4.0% | | Cost of materials, supplies and other items | (8,000) | (8,853) | -10.1% | | Depreciation and amortization | (2,464) | (1,009) | +150.0% | | Reversal of impairment loss on trade receivables and contract assets / impairment loss, net | 320 | (3,363) | N/A (from loss to reversal) | | Other operating expenses | (4,799) | (3,085) | +54.8% | | Listing expenses | 0 | (6,257) | -100.0% | | Finance (costs) / income, net | (502) | 1,231 | N/A (from income to cost) | | Operating profit | 8,777 | 10,919 | -19.3% | | Income tax expense | (558) | (1,429) | -57.1% | | Net profit | 7,717 | 10,721 | -28.0% | - Financial assets at fair value through profit or loss generated a fair value gain of approximately **RMB 3.4 million**, compared to zero in the prior year period[71](index=71&type=chunk)[75](index=75&type=chunk) - The Board does not recommend the payment of an interim dividend for the six months ended **June 30, 2025**[76](index=76&type=chunk)[79](index=79&type=chunk) [Financial Position, Liquidity and Capital Resources](index=15&type=section&id=Financial%20position%2C%20liquidity%20and%20capital%20resources) The company's cash and cash equivalents decreased, primarily due to financial asset acquisitions, bank loan repayments, and operations; total bank borrowings declined, leading to a lower gearing ratio, while the current ratio slightly increased, indicating improved liquidity Liquidity Indicators (As of June 30) | Indicator | June 30, 2025 | December 31, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Cash and cash equivalents (RMB millions) | 68.8 | 105.0 | -34.5% | | Total bank borrowings (RMB millions) | 32.4 | 41.8 | -22.5% | | Current ratio (times) | 2.6 | 2.4 | +8.3% | | Gearing ratio (%) | 15.6% | 20.8% | -25.0% | - The decrease in cash was mainly due to the **acquisition of financial assets at fair value through profit or loss**, **repayment of interest-bearing bank borrowings**, and **use in the Group's operations**[78](index=78&type=chunk)[81](index=81&type=chunk) - Unutilized bank facilities increased to approximately **RMB 5 million**, available for further drawdown based on business needs[84](index=84&type=chunk)[88](index=88&type=chunk) - The company pledged deposits of approximately **RMB 244,000** as collateral for customer projects and pledged receivables of approximately **RMB 1,774,000** from contract assets as collateral for interest-bearing bank borrowings[85](index=85&type=chunk)[89](index=89&type=chunk) - The company's share capital was adjusted due to a **share split**, with the par value per share decreasing from HKD 0.01 to **HKD 0.005**, increasing the total number of issued shares to **1,000,000,000**, and changing the board lot size from 4,000 shares to **800 shares**[92](index=92&type=chunk)[95](index=95&type=chunk)[93](index=93&type=chunk)[96](index=96&type=chunk) [Foreign Exchange Risk and Treasury Policies](index=18&type=section&id=Foreign%20exchange%20exposure%20and%20treasury%20policies) The Group primarily operates in China, with transactions, monetary assets, and liabilities mainly denominated in RMB and HKD; exchange rate fluctuations had no significant adverse impact during the reporting period, and no derivative or financial instruments were used to hedge foreign exchange risk, with the Board continuing to prudently manage cash and maintain sound liquidity - The Group's business is primarily conducted in China, with transaction currencies mainly **RMB and HKD**[99](index=99&type=chunk)[104](index=104&type=chunk) - During the reporting period, exchange rate fluctuations did not have a **material adverse impact** on the Group[99](index=99&type=chunk)[104](index=104&type=chunk) - The Group did not enter into any derivative agreements or financial instruments to **hedge foreign exchange risk**[100](index=100&type=chunk)[105](index=105&type=chunk) [Capital Commitments](index=18&type=section&id=Capital%20commitments) As of June 30, 2025, the Group had no significant capital commitments - As of **June 30, 2025**, the Group had **no significant capital commitments**[101](index=101&type=chunk)[106](index=106&type=chunk) [Employees and Remuneration Policy](index=18&type=section&id=Employees%20and%20remuneration%20policy) As of June 30, 2025, the Group had 116 employees; employee benefit expenses decreased, partly due to capitalization of some expenses as intangible assets, and remuneration for directors and senior management is linked to market terms, qualifications, experience, and shareholder returns Employee Count and Benefit Expenses | Indicator | June 30, 2025 | December 31, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Total Employees | 116 | 115 | +0.9% | | Total Wages and Salaries (RMB millions) | 8.8 | 9.7 | -9.3% | - The decrease in employee benefit expenses was mainly due to the **capitalization of some expenses as intangible asset development costs** and higher bonuses paid in the first half of 2024[51](index=51&type=chunk)[55](index=55&type=chunk) - Remuneration for directors and senior management is determined by reference to **market terms, qualifications, experience, and responsibilities**, and is linked to shareholder returns[103](index=103&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk)[111](index=111&type=chunk) [Significant Investments Held, Material Acquisitions or Disposals of Subsidiaries and Affiliated Companies, and Plans for Material Investments or Capital Assets](index=19&type=section&id=Significant%20investments%20held%2C%20material%20acquisitions%20or%20disposals%20of%20subsidiaries%20and%20affiliated%20companies%2C%20and%20plans%20for%20material%20investments%20or%20capital%20assets) During the reporting period, the company held no significant investments, nor did it undertake any material acquisitions or disposals of subsidiaries and affiliated companies, and had no other plans for material investments or capital assets, apart from disclosed matters - During the reporting period, the company held **no significant investments** and did not undertake any **material acquisitions or disposals of subsidiaries and affiliated companies**[109](index=109&type=chunk)[112](index=112&type=chunk) - As of **June 30, 2025**, the Group had **no other plans for material investments or capital assets**[109](index=109&type=chunk)[112](index=112&type=chunk) [Contingent Liabilities](index=19&type=section&id=Contingent%20liabilities) As of June 30, 2025, the Group had no significant contingent liabilities - As of **June 30, 2025**, the Group had **no significant contingent liabilities**[110](index=110&type=chunk)[113](index=113&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=20&type=section&id=Purchase%2C%20sale%20or%20redemption%20of%20the%20Company%27s%20listed%20securities) During the reporting period, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities, and no treasury shares were held - During the reporting period, neither the company nor its subsidiaries purchased, sold, or redeemed any of the **company's listed securities**[115](index=115&type=chunk)[117](index=117&type=chunk) - As of **June 30, 2025**, the company held **no treasury shares**[115](index=115&type=chunk)[117](index=117&type=chunk) [Use of Proceeds](index=20&type=section&id=Use%20of%20proceeds) The company listed in January 2024, with net proceeds from the share offer of approximately RMB 56.0 million; as of June 30, 2025, part of the funds were used for ICT integration projects, R&D projects, and general working capital, with remaining funds to be used as planned and held in licensed banks in Hong Kong - The company was listed on **January 12, 2024**, with net proceeds from the share offer of approximately **RMB 56.0 million**[116](index=116&type=chunk)[118](index=118&type=chunk) Details of Net Proceeds Utilization (As of June 30, 2025) | Use | Prospectus Allocation Ratio | Net Proceeds from Share Offer (RMB millions) | Unutilized Net Proceeds as of Dec 31, 2024 (RMB millions) | Amount Utilized During Reporting Period (RMB millions) | Unutilized Net Proceeds as of June 30, 2025 (RMB millions) | Expected Timeline for Full Utilization | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Funding future ICT integration projects | 20.5% | 11.5 | 2.8 | 2.8 | – | N/A | | Undertaking new R&D projects | 34.6% | 19.4 | 14.4 | 3.9 | 10.5 | Before end of 2027 | | Expanding project management team | 19.8% | 11.1 | 11.0 | – | 11.0 | Before end of 2026 | | Funding sales and marketing efforts | 5.4% | 3.0 | 2.8 | – | 2.8 | Before end of 2026 | | Repaying part of bank borrowings | 12.9% | 7.2 | – | – | – | N/A | | General working capital | 6.8% | 3.8 | 1.9 | 1.9 | – | N/A | | **Total** | **100%** | **56.0** | **32.9** | **8.6** | **24.3** | | - The unutilized net proceeds will continue to be applied as stated in the prospectus and are deposited in **licensed banks in Hong Kong**[122](index=122&type=chunk)[125](index=125&type=chunk)[126](index=126&type=chunk) [Event After Reporting Period](index=22&type=section&id=Event%20after%20reporting%20period) Other than as disclosed in this report, the Group had no significant events after the reporting period and up to the date of this report - Other than as disclosed in this report, the Group had **no significant events** after the reporting period and up to the date of this report[123](index=123&type=chunk)[127](index=127&type=chunk) [Issue of Securities](index=22&type=section&id=Issue%20of%20securities) During the reporting period, the company did not issue any securities for cash - During the reporting period, the company did not issue any securities for cash (including securities convertible into equity securities)[124](index=124&type=chunk)[128](index=128&type=chunk) [Other Information](index=23&type=section&id=Other%20Information) This section covers directors' and substantial shareholders' interests, share disposal by a controlling shareholder, share option scheme, corporate governance, and other relevant disclosures [Directors' and Chief Executives' Interests and Short Positions in Shares, Underlying Shares and Debentures](index=23&type=section&id=Directors%27%20and%20Chief%20Executives%27%20Interests%20and%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%20and%20Debentures) As of June 30, 2025, several directors held long positions in the company's shares through controlled corporations, with Mr. Qian Fenglei, Mr. Jia Zhengyi, and Mr. Lin Qihao holding 29.9%, 16.6%, and 16.6% equity respectively Directors' Long Positions in the Company's Shares (As of June 30, 2025) | Director's Name | Capacity/Nature | Number of Shares Held | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Qian Fenglei | Interest in controlled corporation | 299,000,000 | 29.9% | | Mr. Jia Zhengyi | Interest in controlled corporation | 166,000,000 | 16.6% | | Mr. Lin Qihao | Interest in controlled corporation | 166,000,000 | 16.6% | Directors' Long Positions in Shares of Associated Corporations (As of June 30, 2025) | Director's Name | Name of Associated Corporation | Capacity/Nature | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Qian Fenglei | Hengfeng | Beneficial owner | 58.48% | | Mr. Jia Zhengyi | Lichao Limited | Beneficial owner | 100% | | Mr. Lin Qihao | Cheer Partners Limited | Beneficial owner | 100% | [Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares, Underlying Shares and Debentures](index=26&type=section&id=Substantial%20Shareholders%27%20and%20Other%20Persons%27%20Interests%20and%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%20and%20Debentures) As of June 30, 2025, besides the directors, Hengfeng, Jingwei Tiandi Group Limited, Lichao Limited, Cheer Partners Limited, and the spouses of Mr. Jia Zhengyi and Mr. Lin Qihao (Ms. Zheng Li and Ms. Zhong Shumin) all held long positions in the company's shares, with Hengfeng holding 29.9% equity Substantial Shareholders' and Other Persons' Long Positions in the Company's Shares (As of June 30, 2025) | Name/Designation | Capacity/Nature | Number of Shares | Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Hengfeng | Beneficial owner | 299,000,000 | 29.9% | | Jingwei Tiandi Group Limited | Beneficial owner | 166,000,000 | 16.6% | | Lichao Limited | Interest in controlled corporation | 166,000,000 | 16.6% | | Cheer Partners Limited | Interest in controlled corporation | 166,000,000 | 16.6% | | Ms. Zheng Li | Spouse's interest | 166,000,000 | 16.6% | | Ms. Zhong Shumin | Spouse's interest | 166,000,000 | 16.6% | [Disposal of Shares by a Controlling Shareholder](index=28&type=section&id=Disposal%20of%20Shares%20by%20a%20Controlling%20Shareholder) During the reporting period, controlling shareholder Jingwei Tiandi Group Limited sold 299,000,000 shares, representing 29.9% of the company's total issued share capital, to Hengfeng International Holdings Limited, reducing Jingwei Tiandi Group Limited's stake to 16.6% - Jingwei Tiandi Group Limited sold **299,000,000 shares**, representing **29.9%** of the company's total issued share capital, to Hengfeng International Holdings Limited[149](index=149&type=chunk)[151](index=151&type=chunk) - Following the disposal, Hengfeng International Holdings Limited became the legal and beneficial owner of **29.9%** of the shares, while Jingwei Tiandi Group Limited's stake decreased to **16.6%**[149](index=149&type=chunk)[151](index=151&type=chunk) [Share Option Scheme](index=29&type=section&id=Share%20Option%20Scheme) The company adopted a share option scheme on December 15, 2023, to incentivize eligible participants contributing to the Group, with an authorized limit of 10% of issued shares, currently 100,000,000 shares; as of the end of the reporting period, no share options were granted, exercised, cancelled, lapsed, or forfeited - The company adopted a share option scheme on **December 15, 2023**, effective upon listing on **January 12, 2024**, to incentivize eligible participants who have contributed to the Group[152](index=152&type=chunk)[154](index=154&type=chunk) - Eligible participants under the share option scheme include **employees, non-executive directors, suppliers, customers, technical support providers, shareholders, and consultants**[153](index=153&type=chunk)[155](index=155&type=chunk) - The scheme's authorized limit is **10% of the issued shares**, which was **100,000,000 shares** as of June 30, 2025 (after the share split)[158](index=158&type=chunk)[161](index=161&type=chunk) - For the six months ended **June 30, 2025**, no share options were granted, exercised, cancelled, lapsed, or forfeited[172](index=172&type=chunk)[175](index=175&type=chunk) [Corporate Governance](index=33&type=section&id=Corporate%20Governance) The company's corporate governance practices comply with the Corporate Governance Code in the Listing Rules, though a deviation existed from the beginning of the reporting period until May 26, 2025, when the roles of Chairman and Chief Executive Officer were combined; since Mr. Qian Fenglei's appointment as Chairman, the company has complied with all applicable code provisions - The company's corporate governance practices are based on the **Corporate Governance Code** set out in Appendix C1 Part 2 of the Listing Rules[177](index=177&type=chunk)[180](index=180&type=chunk) - From the beginning of the reporting period until **May 26, 2025**, the roles of Chairman and Chief Executive Officer were combined and held by **Mr. Jia Zhengyi**, deviating from code provision C.2.1[178](index=178&type=chunk)[180](index=180&type=chunk) - Since the appointment of **Mr. Qian Fenglei as Chairman** on **May 26, 2025**, the company has complied with all applicable code provisions[178](index=178&type=chunk)[180](index=180&type=chunk) [Model Code for Securities Transactions](index=33&type=section&id=Model%20Code%20for%20Securities%20Transactions) The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as its code of conduct for directors' securities transactions, and all directors confirmed compliance during the reporting period - The company has adopted the **Model Code for Securities Transactions by Directors of Listed Issuers** as its code of conduct for directors' securities transactions[179](index=179&type=chunk)[181](index=181&type=chunk) - All directors have confirmed compliance with the required standards of dealing as set out in the Model Code during the reporting period[179](index=179&type=chunk)[181](index=181&type=chunk) [Audit Committee](index=34&type=section&id=Audit%20Committee) The Audit Committee reviewed and discussed the Group's unaudited interim condensed consolidated financial statements for the six months ended June 30, 2025, deeming them compliant with applicable accounting standards, Listing Rules, and adequately disclosed - The Audit Committee comprises **Mr. Wong Chi Man (Chairman), Ms. Dan Xi, and Mr. Chan Wai Tuen**[183](index=183&type=chunk)[185](index=185&type=chunk) - The Audit Committee reviewed the interim financial statements and considered them to be in compliance with **applicable accounting standards, the Listing Rules, and adequately disclosed**[184](index=184&type=chunk)[185](index=185&type=chunk) [Sufficiency of Public Float](index=34&type=section&id=Sufficiency%20of%20Public%20Float) Based on public information and the directors' knowledge, the company has maintained the public float required by the Listing Rules since its listing date - The company has maintained the **public float** required by the Listing Rules since its listing date[186](index=186&type=chunk)[189](index=189&type=chunk) [Interim Dividend](index=34&type=section&id=Interim%20Dividend) The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of any interim dividend for the six months ended **June 30, 2025**[187](index=187&type=chunk)[190](index=190&type=chunk) [Changes in Information in Respect of Directors](index=34&type=section&id=Changes%20in%20Information%20in%20Respect%20of%20Directors) Since the date of the 2024 annual report, Mr. Jia Zhengyi resigned as Chairman of the Board, and Mr. Qian Fenglei was appointed Chairman; Dr. Leung Kwong Sik retired as Independent Non-executive Director and committee member, and Mr. Chan Wai Tuen was appointed to these roles - Mr. Jia Zhengyi resigned as Chairman of the Board on **May 26, 2025**[188](index=188&type=chunk)[191](index=191&type=chunk) - Mr. Qian Fenglei was appointed Chairman of the Board on **May 26, 2025**[192](index=192&type=chunk)[195](index=195&type=chunk) - Dr. Leung Kwong Sik retired as Independent Non-executive Director and member of the Audit, Remuneration, and Nomination Committees on **May 26, 2025**[192](index=192&type=chunk)[195](index=195&type=chunk) - Mr. Chan Wai Tuen was appointed Independent Non-executive Director and member of the Audit, Remuneration, and Nomination Committees on **May 26, 2025**[193](index=193&type=chunk)[196](index=196&type=chunk) [Appreciation](index=35&type=section&id=Appreciation) Chairman Mr. Qian Fenglei, on behalf of the Board, expressed gratitude to all directors and staff for their contributions and outstanding performance during the reporting period - Chairman Mr. Qian Fenglei expressed gratitude to all directors and staff for their **contributions and outstanding performance** during the reporting period[194](index=194&type=chunk)[198](index=198&type=chunk) [Interim Condensed Consolidated Statement of Comprehensive Income](index=36&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) This section presents the detailed interim condensed consolidated statement of comprehensive income [Statement of Comprehensive Income Data](index=36&type=section&id=Statement%20of%20Comprehensive%20Income%20Data) For the six months ended June 30, 2025, the company's revenue was RMB 90,068 thousands, and profit for the period was RMB 7,717 thousands, both lower than the prior year period; basic and diluted earnings per share were 0.77 RMB cents Interim Condensed Consolidated Statement of Comprehensive Income (For the six months ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Revenue | 90,068 | 106,092 | | Other income | 3,934 | 667 | | Other gains – net | 80 | 1,435 | | Employee benefit expenses | (7,685) | (9,725) | | Subcontracting fees | (62,396) | (64,983) | | Cost of materials, supplies and other items | (8,000) | (8,853) | | Depreciation and amortization | (2,464) | (1,009) | | Reversal of impairment loss on trade receivables and contract assets / (impairment loss), net | 320 | (3,363) | | Impairment loss on other receivables | (281) | – | | Other operating expenses | (4,799) | (3,085) | | Listing expenses | – | (6,257) | | Operating profit | 8,777 | 10,919 | | Finance income | 94 | 1,679 | | Finance costs | (596) | (448) | | Finance (costs) / income, net | (502) | 1,231 | | Profit before tax | 8,275 | 12,150 | | Income tax expense | (558) | (1,429) | | Profit for the period attributable to owners of the Company | 7,717 | 10,721 | | Other comprehensive income | (170) | (2) | | Total comprehensive income for the period attributable to owners of the Company | 7,547 | 10,719 | | Basic and diluted earnings per share (RMB cents per share) | 0.77 | 1.09 | [Interim Condensed Consolidated Statement of Financial Position](index=37&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) This section presents the detailed interim condensed consolidated statement of financial position [Statement of Financial Position Data](index=37&type=section&id=Statement%20of%20Financial%20Position%20Data) As of June 30, 2025, the company's non-current assets increased to RMB 53,978 thousands, mainly due to an increase in financial assets at fair value through profit or loss; current assets and current liabilities both decreased, while net assets and total equity rose to RMB 207,914 thousands Interim Condensed Consolidated Statement of Financial Position (As of June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | **NON-CURRENT ASSETS** | | | | Property, plant and equipment | 14,376 | 14,459 | | Intangible assets | 15,602 | 10,377 | | Financial assets at FVTPL | 23,986 | – | | Deferred tax assets | 14 | 857 | | **Total non-current assets** | **53,978** | **25,693** | | **CURRENT ASSETS** | | | | Trade receivables | 38,441 | 53,539 | | Contract assets | 101,642 | 106,799 | | Prepayments, deposits and other receivables | 42,591 | 21,370 | | Financial assets at FVTPL | – | 11,600 | | Amount due from an associate | 1,219 | 1,205 | | Pledged bank deposits | 244 | 133 | | Cash and cash equivalents | 68,769 | 104,982 | | **Total current assets** | **252,906** | **299,628** | | **CURRENT LIABILITIES** | | | | Trade payables | 7,414 | 6,022 | | Contract liabilities, other payables and accruals | 57,544 | 73,635 | | Interest-bearing bank borrowings | 32,409 | 41,776 | | Lease liabilities | 742 | 1,168 | | Amount due to a shareholder | 32 | 1,032 | | Tax payable | – | 285 | | **Total current liabilities** | **98,141** | **123,918** | | **NET CURRENT ASSETS** | **154,765** | **175,710** | | **TOTAL ASSETS LESS CURRENT LIABILITIES** | **208,743** | **201,403** | | **NON-CURRENT LIABILITIES** | | | | Lease liabilities | 829 | 1,036 | | **Total non-current liabilities** | **829** | **1,036** | | **NET ASSETS** | **207,914** | **200,367** | | **EQUITY** | | | | Share capital | 4,549 | 4,549 | | Reserves | 203,365 | 195,818 | | **Total equity** | **207,914** | **200,367** | [Interim Condensed Consolidated Statement of Changes in Equity](index=39&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) This section presents the detailed interim condensed consolidated statement of changes in equity [Statement of Changes in Equity Data](index=39&type=section&id=Statement%20of%20Changes%20in%20Equity%20Data) For the six months ended June 30, 2025, the company's total equity increased from RMB 200,367 thousands at the beginning of the period to RMB 207,914 thousands, primarily driven by profit for the period Interim Condensed Consolidated Statement of Changes in Equity (For the six months ended June 30) | Indicator | Share Capital (RMB thousands) | Share Premium (RMB thousands) | Capital Reserve (RMB thousands) | Statutory Reserve (RMB thousands) | Translation Reserve (RMB thousands) | Retained Earnings (RMB thousands) | Total Equity (RMB thousands) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Balance at January 1, 2025 | 4,549 | 90,578 | (4,608) | 20,471 | (50) | 89,427 | 200,367 | | Profit for the period | – | – | – | – | – | 7,717 | 7,717 | | Exchange differences arising from translation of foreign operations | – | – | – | – | (170) | – | (170) | | Total comprehensive income | – | – | – | – | (170) | 7,717 | 7,547 | | Balance at June 30, 2025 | 4,549 | 90,578 | (4,608) | 20,471 | (220) | 97,144 | 207,914 | [Interim Condensed Consolidated Statement of Cash Flows](index=40&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) This section presents the detailed interim condensed consolidated statement of cash flows [Cash Flow Statement Data](index=40&type=section&id=Cash%20Flow%20Statement%20Data) For the six months ended June 30, 2025, the company reported negative net cash flows from operating, investing, and financing activities, resulting in a net decrease in cash and cash equivalents of RMB 36,077 thousands Interim Condensed Consolidated Statement of Cash Flows (For the six months ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Net cash flows used in operating activities | (16,893) | (20,502) | | Net cash flows used in investing activities | (7,679) | (1,285) | | Net cash flows (used in) / from financing activities | (11,505) | 97,147 | | Net (decrease) / increase in cash and cash equivalents | (36,077) | 75,360 | | Cash and cash equivalents at beginning of period | 104,982 | 23,810 | | Effect of foreign exchange rate changes, net | (136) | 251 | | Cash and cash equivalents at end of period | 68,769 | 99,421 | [Notes to the Interim Condensed Consolidated Financial Statements](index=41&type=section&id=Notes%20to%20the%20Interim%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes to the interim condensed consolidated financial statements, covering corporate information, accounting policies, estimates, revenue, and various financial items [1 CORPORATE INFORMATION](index=41&type=section&id=1%20CORPORATE%20INFORMATION) WellCell Holdings Co., Limited, incorporated in the Cayman Islands on September 14, 2021, is an investment holding company whose Group primarily engages in telecom network services and software development, expanding into Fintech during the reporting period, with its shares listed on the Main Board of the Hong Kong Stock Exchange since January 12, 2024 - WellCell Holdings Co., Limited was incorporated in the Cayman Islands on **September 14, 2021**, as an investment holding company[215](index=215&type=chunk)[218](index=218&type=chunk) - The Group's principal activities include **wireless telecommunication network optimization services, telecommunication network infrastructure maintenance and engineering services, ICT integration services, telecommunication network-related software development and related services, and software sales**[216](index=216&type=chunk)[218](index=218&type=chunk) - During the reporting period, the Group expanded its business into the **Fintech sector**[216](index=216&type=chunk)[218](index=218&type=chunk) - The company's shares have been listed on the Main Board of The Stock Exchange of Hong Kong Limited since **January 12, 2024**[217](index=217&type=chunk)[219](index=219&type=chunk) [2 MATERIAL ACCOUNTING POLICIES](index=42&type=section&id=2%20MATERIAL%20ACCOUNTING%20POLICIES) The interim financial statements are prepared in accordance with Appendix D2 of the Listing Rules and HKAS 34, using the historical cost basis except for financial assets at fair value through profit or loss, which are presented at fair value; the Group has adopted the revised HKAS 21 for the first time, with no significant impact expected on financial performance or position, and other newly issued but not yet effective HKFRSs are also not expected to have a material impact - The interim financial statements are prepared in accordance with **Appendix D2 of the Listing Rules** and **Hong Kong Accounting Standard 34 "Interim Financial Reporting"**[223](index=223&type=chunk)[228](index=228&type=chunk) - The statements are prepared on the **historical cost basis**, except for financial assets at fair value through profit or loss, which are presented at fair value[229](index=229&type=chunk)[233](index=233&type=chunk) - The Group has initially adopted the amendments to **HKAS 21 "Lack of Exchangeability"**, but it has no significant impact on the interim financial statements[232](index=232&type=chunk)[235](index=235&type=chunk) - Newly issued but not yet effective Hong Kong Financial Reporting Standards (such as HKFRS 18, HKFRS 19, etc.) are not expected to have a **material impact** on the Group's financial performance and position[236](index=236&type=chunk)[237](index=237&type=chunk)[238](index=238&type=chunk)[239](index=239&type=chunk) [3 ESTIMATES](index=45&type=section&id=3%20ESTIMATES) The preparation of the interim financial statements involves management's judgments, estimates, and assumptions, which are consistent with the key sources applied in the 2024 annual financial statements - The preparation of the interim financial statements requires management to make **judgments, estimates, and assumptions**[240](index=240&type=chunk)[245](index=245&type=chunk) - The key sources of estimation uncertainty and critical judgments made by management in applying accounting policies are the **same as those applied in the 2024 annual financial statements**[241](index=241&type=chunk)[245](index=245&type=chunk) [4 REVENUE AND SEGMENT INFORMATION](index=45&type=section&id=4%20REVENUE%20AND%20SEGMENT%20INFORMATION) The Group's primary business activities include telecom network services and software sales, with an expansion into Fintech during the reporting period; however, this new business is in its preliminary development stage and has not yet generated revenue, thus not forming a separate reportable segment, and the Group treats all its businesses as one reportable operating segment - The Group's principal business activities are the provision of **wireless telecommunication network optimization services, telecommunication network infrastructure maintenance and engineering services, ICT integration services, telecommunication network-related software development and related services, and software sales**[242](index=242&type=chunk)[246](index=246&type=chunk) - The Fintech business is in its preliminary development stage and has not yet generated any revenue, thus it does not constitute a **separate reportable segment**[242](index=242&type=chunk)[246](index=246&type=chunk) - The directors consider the Group's operations as **one reportable operating segment**, which is the provision of telecommunication network and infrastructure services and products[244](index=244&type=chunk)[247](index=247&type=chunk) Revenue Recognition Timing (For the six months ended June 30) | Revenue Recognition Timing | Business Type | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | :--- | | Over time | Wireless telecommunication network optimization services | 28,636 | 41,136 | | | Telecommunication network infrastructure maintenance and engineering services | 17,170 | 16,842 | | | ICT integration services | 38,359 | 32,240 | | | Telecommunication network-related software development and related services | 3,683 | 11,515 | | | **Subtotal** | **87,848** | **101,733** | | At a point in time | Software sales | 2,220 | 4,359 | | | **Total** | **90,068** | **106,092** | [5 PROFIT BEFORE TAX](index=47&type=section&id=5%20PROFIT%20BEFORE%20TAX) For the six months ended June 30, 2025, profit before tax was RMB 8,275 thousands, a decrease from RMB 12,150 thousands in the prior year period, primarily influenced by increased depreciation and amortization, a reversal of impairment loss on trade receivables and contract assets (compared to an impairment loss last year), and higher other operating expenses Profit Before Tax Impact Items (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Auditor's remuneration – non-audit services | 354 | 350 | | Depreciation and amortization | 2,464 | 1,009 | | Short-term lease expenses for offices and staff quarters | 10 | 27 | | Reversal of impairment loss on trade receivables and contract assets / impairment loss, net | (320) | 3,363 | | Impairment loss on other receivables | 281 | – | | Listing expenses | – | 6,257 | - Depreciation and amortization expenses significantly increased from **RMB 1,009 thousands in 2024** to **RMB 2,464 thousands in 2025**[253](index=253&type=chunk) - Impairment loss on trade receivables and contract assets changed from an impairment loss of **RMB 3,363 thousands in 2024** to a reversal of impairment loss of **RMB 320 thousands in 2025**[253](index=253&type=chunk) [6 OTHER INCOME](index=48&type=section&id=6%20OTHER%20INCOME) For the six months ended June 30, 2025, other income significantly increased to RMB 3,934 thousands, primarily due to gains from net fair value changes of financial assets at fair value through profit or loss Other Income Breakdown (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Government grants | 469 | 259 | | VAT refunds | 4 | 379 | | Net fair value change of financial assets at FVTPL | 3,442 | – | | Miscellaneous income | 19 | 29 | | **Total** | **3,934** | **667** | - The net fair value change of financial assets at fair value through profit or loss, amounting to **RMB 3,442 thousands**, was the primary reason for the significant increase in other income (zero in the prior year period)[256](index=256&type=chunk) [7 OTHER GAINS — NET](index=48&type=section&id=7%20OTHER%20GAINS%20%E2%80%94%20NET) For the six months ended June 30, 2025, other gains, net, significantly decreased to RMB 80 thousands, mainly due to reduced exchange gains Other Gains — Net Breakdown (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Exchange gains | 130 | 1,386 | | Others | (50) | 49 | | **Total** | **80** | **1,435** | - Exchange gains significantly decreased from **RMB 1,386 thousands in 2024** to **RMB 130 thousands in 2025**[260](index=260&type=chunk) [8 EMPLOYEE BENEFIT EXPENSES](index=49&type=section&id=8%20EMPLOYEE%20BENEFIT%20EXPENSES) For the six months ended June 30, 2025, total employee benefit expenses (including directors' emoluments) amounted to RMB 7,685 thousands, a decrease from RMB 9,725 thousands in the prior year period Employee Benefit Expenses Breakdown (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Wages and salaries | 6,541 | 8,334 | | Retirement benefit costs – defined contribution plans | 983 | 1,211 | | Other staff welfare | 161 | 180 | | **Total** | **7,685** | **9,725** | - Wages and salaries decreased by approximately **RMB 1.8 million**, which is the main reason for the decline in total employee benefit expenses[263](index=263&type=chunk) [9 FINANCE (COSTS)/INCOME, NET](index=49&type=section&id=9%20FINANCE%20%28COSTS%29%2FINCOME%2C%20NET) For the six months ended June 30, 2025, the company recorded net finance costs of RMB 502 thousands, compared to net finance income of RMB 1,231 thousands in the prior year period, primarily due to a significant decrease in interest income from bank deposits Finance (Costs)/Income, Net Breakdown (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Interest income from bank deposits | 94 | 1,679 | | Interest expense on interest-bearing bank borrowings | (574) | (430) | | Interest expense on lease liabilities | (22) | (18) | | **Finance (costs) / income, net** | **(502)** | **1,231** | - Interest income from bank deposits significantly decreased from **RMB 1,679 thousands in 2024** to **RMB 94 thousands in 2025**[265](index=265&type=chunk) [10 INCOME TAX EXPENSE](index=50&type=section&id=10%20INCOME%20TAX%20EXPENSE) For the six months ended June 30, 2025, income tax expense was RMB 558 thousands, a decrease from RMB 1,429 thousands in the prior year period, mainly due to lower corporate income tax resulting from reduced operating profit; the Group's principal operating subsidiaries in China enjoy a preferential income tax rate of 15% - The decrease in income tax expense was mainly due to a **reduction in corporate income tax** resulting from lower operating profit[69](index=69&type=chunk)[73](index=73&type=chunk) - The Group's principal operating subsidiaries in China qualify as **High and New Technology Enterprises**, enjoying a preferential income tax rate of **15%**[268](index=268&type=chunk)[269](index=269&type=chunk) Income Tax Expense Breakdown (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Current tax – PRC enterprise income tax | – | 837 | | Current tax – over-provision in prior periods | (285) | – | | Deferred tax | 843 | 592 | | **Income tax expense** | **558** | **1,429** | [11 EARNINGS PER SHARE](index=51&type=section&id=11%20EARNINGS%20PER%20SHARE) For the six months ended June 30, 2025, basic and diluted earnings per share were 0.77 RMB cents, a decrease from 1.09 RMB cents in the prior year period; the calculation of earnings per share has been retrospectively adjusted for the share split Earnings Per Share (For the six months ended June 30) | Indicator | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | Profit for the period (RMB thousands) | 7,717 | 10,721 | | Weighted average number of ordinary shares (thousands) | 1,000,000 | 984,890 | | Basic and diluted earnings per share (RMB cents per share) | 0.77 | 1.09 | - There was **no difference between basic and diluted earnings per share** as there were no potential dilutive ordinary shares during the reporting period[276](index=276&type=chunk) - The weighted average number of ordinary shares outstanding has been **retrospectively adjusted** for the share split effective on March 31, 2025[274](index=274&type=chunk)[277](index=277&type=chunk) [12 PROPERTY, PLANT AND EQUIPMENT](index=52&type=section&id=12%20PROPERTY%2C%20PLANT%20AND%20EQUIPMENT) For the six months ended June 30, 2025, additions to property, plant and equipment amounted to RMB 1,382 thousands, and depreciation expense was RMB 1,298 thousands Changes in Property, Plant and Equipment (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Additions | 1,382 | 2,964 | | Depreciation expense | 1,298 | 695 | [13. INTANGIBLE ASSETS](index=52&type=section&id=13.%20INTANGIBLE%20ASSETS) For the six months ended June 30, 2025, additions to intangible assets amounted to RMB 6,391 thousands, and amortization expense was RMB 1,166 thousands Changes in Intangible Assets (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Additions | 6,391 | – | | Amortization expense | 1,166 | 314 | [14 PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES](index=53&type=section&id=14%20PREPAYMENTS%2C%20DEPOSITS%20AND%20OTHER%20RECEIVABLES) As of June 30, 2025, total prepayments, deposits, and other receivables significantly increased to RMB 42,591 thousands from RMB 21,370 thousands as of December 31, 2024, primarily due to a substantial rise in prepaid project material costs and subcontracting fees Prepayments, Deposits and Other Receivables Breakdown (As of June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Prepaid project material costs and subcontracting fees | 18,960 | 5,108 | | Other prepayments | 735 | 1,264 | | Rental and other deposits | 1,412 | 905 | | Tender deposits | 3,054 | 2,559 | | Other receivables | 15,369 | 9,471 | | VAT and other recoverable taxes | 3,862 | 2,583 | | Less: Impairment | (801) | (520) | | **Total** | **42,591** | **21,370** | - Prepaid project material costs and subcontracting fees increased from **RMB 5,108 thousands in 2024** to **RMB 18,960 thousands in 2025**[280](index=280&type=chunk) [15 TRADE RECEIVABLES](index=54&type=section&id=15%20TRADE%20RECEIVABLES) As of June 30, 2025, net trade receivables decreased to RMB 38,441 thousands from RMB 53,539 thousands as of December 31, 2024; impairment provisions were reversed, and receivables overdue for more than two years significantly increased Trade Receivables and Impairment Provision (As of June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Trade receivables | 44,972 | 60,195 | | Less: Impairment on trade receivables | (6,531) | (6,656) | | **Net** | **38,441** | **53,539** | Ageing Analysis of Trade Receivables (As of June 30) | Ageing | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Within 180 days | 18,053 | 33,122 | | 181 to 365 days | 2,950 | 5,166 | | 1 to 2 years | 13,882 | 14,932 | | Over 2 years | 3,556 | 319 | | **Total** | **38,441** | **53,539** | - Impairment provision for trade receivables decreased from **RMB 6,656 thousands in 2024** to **RMB 6,531 thousands in 2025**, with an impairment reversal of **RMB 125 thousands** recognized during the period[285](index=285&type=chunk) [16 FINANCIAL ASSETS AT FVTPL](index=55&type=section&id=16%20FINANCIAL%20ASSETS%20AT%20FVTPL) As of June 30, 2025, financial assets at fair value through profit or loss increased to RMB 23,986 thousands, primarily comprising an 11% equity interest in an unlisted entity incorporated in the Cayman Islands; during the reporting period, the Group recorded a fair value gain of approximately RMB 3,442 thousands Financial Assets at FVTPL (As of June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Unlisted equity investments | 23,986 | 11,600 | | Less: Classified as current portion | – | (11,600) | | **Non-current portion** | **23,986** | **–** | - Unlisted equity investments primarily include a **0.206% equity interest in an unlisted entity incorporated in China** and an **11% equity interest in an unlisted entity incorporated in the Cayman Islands** (zero in 2024)[289](index=289&type=chunk)[291](index=291&type=chunk) - During the reporting period, the Group recorded a fair value gain of approximately **RMB 3,442 thousands**[289](index=289&type=chunk)[291](index=291&type=chunk) - These financial assets are classified as **Level 3 fair value measurements**, with valuation techniques using unobservable inputs such as composite index returns and discounts for lack of marketability[290](index=290&type=chunk)[291](index=291&type=chunk)[294](index=294&type=chunk) [17 TRADE PAYABLES](index=57&type=section&id=17%20TRADE%20PAYABLES) As of June 30, 2025, total trade payables increased to RMB 7,414 thousands from RMB 6,022 thousands as of December 31, 2024, primarily concentrated within 180 days Trade Payables (As of June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Trade payables | 7,414 | 6,022 | Ageing Analysis of Trade Payables (As of June 30) | Ageing | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Within 180 days | 6,225 | 3,331 | | 181 to 365 days | 438 | 1,940 | | Over 1 year | 751 | 751 | | **Total** | **7,414** | **6,022** | [18 CONTRACT LIABILITIES, OTHER PAYABLES AND ACCRUALS](index=57&type=section&id=18%20CONTRACT%20LIABILITIES%2C%20OTHER%20PAYABLES%20AND%20ACCRUALS) As of June 30, 2025, total contract liabilities, other payables, and accruals decreased to RMB 57,544 thousands from RMB 73,635 thousands as of December 31, 2024, mainly due to a decline in accrued subcontracting fees, material costs, and other direct project costs Contract Liabilities, Other Payables and Accruals Breakdown (As of June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Accrued subcontracting fees, material costs and other direct project costs | 52,250 | 68,857 | | Other payables and accruals | 2,169 | 3,313 | | Accrued employee benefit expenses | 890 | 1,061 | | Contract liabilities | 2,235 | 404 | | **Total** | **57,544** | **73,635** | - Accrued subcontracting fees, material costs, and other direct project costs decreased from **RMB 68,857 thousands in 2024** to **RMB 52,250 thousands in 2025**[299](index=299&type=chunk) [19 INTEREST-BEARING BANK BORROWINGS](index=58&type=section&id=19%20INTEREST-BEARING%20BANK%20BORROWINGS) As of June 30, 2025, total interest-bearing bank borrowings decreased to RMB 32,409 thousands from RMB 41,776 thousands as of December 31, 2024; borrowings carry both fixed and floating interest rates, with some secured by receivables from service contracts, and the Group has complied with all borrowing covenants Interest-Bearing Bank Borrowings Breakdown (As of June 30) | Borrowing Type | Effective Interest Rate | Maturity Date | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | :--- | :--- | | Unsecured bank borrowings | 2.4%-2.9% | August and September 2025 | 20,000 | 22,000 | | Unsecured bank borrowings | Prime Lending Rate - 0.5% | March 2026 | 10,000 | 10,000 | | Secured bank borrowings | 2.6% | December 2025 | 2,409 | 9,776 | | **Total** | | | **32,409** | **41,776** | - Total interest-bearing bank borrowings decreased by approximately **RMB 9.3 million**[301](index=301&type=chunk) - Certain interest-bearing bank borrowings are secured by receivables arising from service contracts, with pledged receivables amounting to approximately **RMB 1,774 thousands** as of June 30, 2025[304](index=304&type=chunk)[306](index=306&type=chunk) - The Group regularly monitors and has complied with all borrowing covenants, with **no defaults occurring**[305](index=305&type=chunk)[306](index=306&type=chunk) [20 SHARE CAPITAL](index=59&type=section&id=20%20SHARE%20CAPITAL) As of June 30, 2025, the company's authorized share capital comprised 2,000,000,000 ordinary shares of HKD 0.005 each, with 1,000,000,000 ordinary shares of HKD 0.005 each issued and fully paid; the change in share capital was primarily due to a share split effective March 31, 2025 Company Share Capital (As of June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Authorized share capital | 9,252 | 9,252 | | Issued and fully paid share capital | 4,549 | 4,549 | - Pursuant to a resolution passed at the EGM on **March 27, 2025**, the company's shares were split on **March 31, 2025**, with each share of HKD 0.01 par value split into two shares of **HKD 0.005 par value**[311](index=311&type=chunk) - After the share split, the total number of issued shares increased from **500,000,000 shares** to **1,000,000,000 shares**[310](index=310&type=chunk)[311](index=311&type=chunk) - On **January 12, 2024**, the company issued **125,000,000 ordinary shares** due to the share offer and undertook a capitalization issue of **374,999,600 ordinary shares**[314](index=314&type=chunk) [21 CAPITAL COMMITMENTS](index=61&type=section&id=21%20CAPITAL%20COMMITMENTS) As of June 30, 2025, the Group had no significant capital commitments - As of **June 30, 2025**, the Group had **no significant capital commitments**[312](index=312&type=chunk)[313](index=313&type=chunk) [22 RELATED PARTY TRANSACTIONS](index=62&type=section&id=22%20RELATED%20PARTY%20TRANSACTIONS) As of June 30, 2025, the Group had non-trade balances with related parties, including amounts due from former direct controlling company Jingwei Tiandi Group and amounts due to shareholder Mr. Jia Zhengyi; additionally, the Group entered into an office lease agreement with related party Huajun and paid rent Balances with Related Parties (Non-trade nature, as of June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Amount due from an associate (former direct controlling company): Jingwei Tiandi Group | 1,219 | 1,205 | | Amount due to a shareholder: Mr. Jia | (32) | (1,032) | - Balances with related parties are **unsecured, interest-free, and repayable on demand**[323](index=323&type=chunk) - The Group entered into a **three-year office lease agreement with Huajun** (controlled by Mr. Jia and Ms. Zheng Li), with rent paid during the period amounting to approximately **RMB 413 thousands**[325](index=325&type=chunk)[326](index=326&type=chunk) Key Management Personnel Remuneration (For the six months ended June 30) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Salaries and other short-term employee benefits | 1,475 | 730 | | Retirement benefit costs – defined contribution plans | 191 | 95 | | **Total** | **1,666** | **825** | [23 DIVIDEND](index=65&type=section&id=23%20DIVIDEND) The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of any interim dividend for the six months ended **June 30, 2025**[329](index=329&type=chunk)[333](index=333&type=chunk) [24 PLEDGED ASSETS](index=65&type=section&id=24%20PLEDGED%20ASSETS) As of June 30, 2025, the Group pledged approximately RMB 244 thousands in deposits as collateral for customer projects and approximately RMB 1,774 thousands in receivables from service contracts as collateral for interest-bearing bank borrowings - The Group pledged approximately **RMB 244 thousands in deposits** as collateral for customer projects[330](index=330&type=chunk)[334](index=334&type=chunk) - The Group pledged approximately **RMB 1,774 thousands in receivables from service contracts** (included in contract assets) as collateral for interest-bearing bank borrowings[330](index=330&type=chunk)[334](index=334&type=chunk) [25 CONTINGENT LIABILITIES](index=65&type=section&id=25%20CONTINGENT%20LIABILITIES) As of June 30, 2025, the Group had no significant contingent liabilities - As of **June 30, 2025**, the Group had **no significant contingent liabilities**[331](index=331&type=chunk)[335](index=335&type=chunk) [26 COMPARATIVE FIGURES](index=65&type=section&id=26%20COMPARATIVE%20FIGURES) Comparative figures for earnings per share have been retrospectively adjusted, and some comparative figures have been reclassified to conform to the current period's presentation - Comparative figures for earnings per share have been **retrospectively adjusted**[332](index=332&type=chunk)[336](index=336&type=chunk) - Certain comparative figures have been **reclassified** to conform to the current period's presentation[332](index=332&type=chunk)[336](index=336&type=chunk)

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: 經緯天地控股有限公司 呈交日期: 2025年9月1日 I. 法定/註冊股本變動 第 2 頁 共 10 頁 v 1.1.1 III.已發行股份及/或庫存股份變動詳情 | 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) | 02477 | 說明 | | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,000,000 | HKD | | 0.005 | HKD | | 10,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 2,000,000,000 | HKD ...

Core Viewpoint - The company, Jingwei TianDi (02477.HK), reported a significant decline in mid-term performance for the first half of 2025, with revenues decreasing by approximately 15.1% to around RMB 90.1 million and a net profit attributable to equity holders dropping by about 28.0% to RMB 7.7 million [1] Revenue Sources - The group's revenue primarily comes from providing wireless telecommunications network optimization services, telecommunications network infrastructure maintenance and engineering services, information and communication technology (ICT) integration services, telecommunications network-related software development, and related services, as well as software sales [1] Business Expansion - During the reporting period, the group expanded its business into the fintech sector, indicating a strategic move to diversify its service offerings [1]

Group 1 - The company reported a revenue of RMB 90.068 million for the six months ending June 30, 2025, representing a year-on-year decrease of 15.1% [1] - Shareholders' profit attributable to the company was RMB 7.717 million, down 28.02% compared to the previous year [1] - Earnings per share were reported at 0.77 cents [1]

Group 1 - The company, Jingwei TianDi (02477), reported a mid-term performance for the six months ending June 30, 2025, with total revenue of RMB 90.068 million, representing a year-on-year decrease of 15.1% [1] - Shareholders' profit attributable to the company was RMB 7.717 million, reflecting a year-on-year decline of 28.02% [1] - Earnings per share stood at 0.77 cents [1]

[2025 Interim Results Financial Highlights](index=1&type=section&id=2025%20Interim%20Results%20Financial%20Highlights) The company's revenue and profit significantly declined, basic earnings per share decreased by nearly 30% year-on-year, and the Board did not recommend an interim dividend - During the reporting period, the company's revenue and profit both experienced significant declines, with basic earnings per share decreasing by nearly **30%** year-on-year, and the Board did not recommend an interim dividend[3](index=3&type=chunk) 2025 Interim Financial Highlights (For the six months ended June 30, 2025) | Metric | Amount (RMB Million) | YoY Change (%) | | :--- | :--- | :--- | | Revenue | 90.1 | -15.1% | | Profit attributable to equity holders of the Company | 7.7 | -28.0% | | Basic earnings per share (RMB Cents) | 0.77 | -29.4% | | Interim Dividend | Not recommended for payment | - | [Interim Condensed Consolidated Financial Statements](index=2&type=section&id=Interim%20Condensed%20Consolidated%20Financial%20Statements) The interim condensed consolidated financial statements provide a detailed overview of the company's financial performance and position, including comprehensive income, financial position, and cash flows [Interim Condensed Consolidated Statement of Comprehensive Income](index=2&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) For the six months ended June 30, 2025, the company's revenue decreased by 15.1% year-on-year, and net profit decreased by 28.0%, primarily due to reduced revenue, a shift from net finance income to net finance cost, and increased depreciation and amortization Key Financial Data (For the six months ended June 30) | Metric | 2025 (RMB Thousand) | 2024 (RMB Thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 90,068 | 106,092 | -15.1% | | Other income | 3,934 | 667 | +489.8% | | Other gains – net | 80 | 1,435 | -94.4% | | Employee benefit expenses | (7,685) | (9,725) | -20.9% | | Subcontracting fees | (62,396) | (64,983) | -4.0% | | Cost of materials, supplies and other items | (8,000) | (8,853) | -9.7% | | Depreciation and amortization | (2,464) | (1,009) | +144.2% | | Operating profit | 8,777 | 10,919 | -19.6% | | Finance (costs)/income, net | (502) | 1,231 | -140.8% | | Profit before tax | 8,275 | 12,150 | -31.9% | | Income tax expense | (558) | (1,429) | -61.0% | | Profit for the period attributable to equity holders of the Company | 7,717 | 10,721 | -28.0% | | Basic earnings per share (RMB cents per share) | 0.77 | 1.09 | -29.4% | - Other comprehensive income: Exchange differences arising from translation of foreign operations resulted in a net other comprehensive loss of **RMB 170 thousand** for the period, compared to a net loss of **RMB 2 thousand** in the prior period[5](index=5&type=chunk) [Interim Condensed Consolidated Statement of Financial Position](index=4&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, total assets slightly increased, non-current assets significantly rose due to an increase in financial assets at fair value through profit or loss, while current assets and current liabilities both decreased, maintaining stable growth in net current assets and net assets Key Financial Position Data (As of June 30) | Metric | 2025 (RMB Thousand) | 2024 December 31 (RMB Thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Total non-current assets | 53,978 | 25,693 | +110.1% | | Total current assets | 252,906 | 299,628 | -15.6% | | Total current liabilities | 98,141 | 123,918 | -20.8% | | Net current assets | 154,765 | 175,710 | -12.0% | | Total assets less current liabilities | 208,743 | 201,403 | +3.6% | | Net assets | 207,914 | 200,367 | +3.8% | | Total equity | 207,914 | 200,367 | +3.8% | - Changes in non-current asset composition: Financial assets at fair value through profit or loss increased from zero at the end of 2024 to **RMB 23,986 thousand** as of June 30, 2025[6](index=6&type=chunk) - Changes in current assets: Trade receivables and cash and cash equivalents significantly decreased, while prepayments, deposits, and other receivables increased[6](index=6&type=chunk) - Changes in current liabilities: Contract liabilities, other payables and accrued expenses, and interest-bearing bank borrowings all decreased[7](index=7&type=chunk) [Notes to the Interim Condensed Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20the%20Interim%20Condensed%20Consolidated%20Financial%20Statements) These notes provide essential details on the company's corporate information, accounting policies, estimates, segment information, and specific financial line items, offering context to the interim financial statements [Company Information](index=6&type=section&id=Company%20Information) Wellcell Holdings Limited, incorporated in the Cayman Islands, primarily offers wireless telecom network optimization, infrastructure maintenance, ICT integration, and software services, expanding into fintech, with shares listed on the HKEX since January 12, 2024 - Place and nature of incorporation: Incorporated in the Cayman Islands as an exempted company on September 14, 2021[8](index=8&type=chunk) - Principal activities: Provision of wireless telecommunication network optimization services, telecommunication network infrastructure maintenance and engineering services, ICT integration services, telecommunication network-related software development and related services, and sale of software[8](index=8&type=chunk) - Business expansion: Expanded into fintech business during the current period[8](index=8&type=chunk) - Listing information: Shares have been listed on the Main Board of The Stock Exchange of Hong Kong Limited since January 12, 2024[9](index=9&type=chunk) [Basis of Preparation and Accounting Policies](index=6&type=section&id=Basis%20of%20Preparation%20and%20Accounting%20Policies) The interim financial statements are prepared under HKAS 34 and HKEX Listing Rules, using a historical cost basis, with new and revised HKFRSs adopted for the first time, expected to have no material impact on financial performance or position - Basis of preparation: Prepared in accordance with Appendix D2 to the Listing Rules of the Stock Exchange and Hong Kong Accounting Standard 34 “Interim Financial Reporting” issued by the Hong Kong Institute of Certified Public Accountants[10](index=10&type=chunk) - Measurement basis: Prepared on the historical cost basis, except for financial assets at fair value through profit or loss[10](index=10&type=chunk) - New and revised standards: Amendments to HKAS 21 “Lack of Exchangeability” have been adopted for the first time and are not expected to have a material impact on the interim financial statements[12](index=12&type=chunk)[13](index=13&type=chunk) - Standards effective in the future: HKFRS 18, HKFRS 19, amendments to HKFRS 9 and HKFRS 7, and amendments to HKFRS 10 and HKAS 28 will be effective in the future, with preliminary assessment indicating no material impact[14](index=14&type=chunk)[15](index=15&type=chunk) [Estimates](index=8&type=section&id=Estimates) Management made judgments, estimates, and assumptions in applying accounting policies and reporting amounts for the interim financial statements, with key sources of estimation uncertainty consistent with those applied in the 2024 annual financial statements - Management judgments and estimates: In preparing the interim financial statements, management is required to make judgments, estimates, and assumptions that affect the application of accounting policies and the reported amounts of revenue, expenses, assets, and liabilities[16](index=16&type=chunk) - Sources of uncertainty: The key sources of estimation uncertainty are the same as those applied in the 2024 annual financial statements[16](index=16&type=chunk) [Revenue and Segment Information](index=8&type=section&id=Revenue%20and%20Segment%20Information) The Group's primary activities include telecom network services and software. The fintech business is in its early stages with no revenue, thus the Group has only one reportable operating segment: providing telecom network and infrastructure services and products - Principal activities: Provision of wireless telecommunication network optimization services, telecommunication network infrastructure maintenance and engineering services, ICT integration services, telecommunication network-related software development and related services, and sale of software[17](index=17&type=chunk) - Fintech business: In its preliminary development stage during the reporting period, it has not generated any revenue and does not constitute a separate reportable segment[17](index=17&type=chunk) - Reportable operating segment: The Directors have determined that the Group has only one reportable operating segment, which is the provision of telecommunication network and infrastructure services and products[17](index=17&type=chunk) Revenue Recognition Timing and Service Type (For the six months ended June 30) | Revenue Recognition Timing | Service Type | 2025 (RMB Thousand) | 2024 (RMB Thousand) | | :--- | :--- | :--- | :--- | | Over time | Wireless telecommunication network optimization services | 28,636 | 41,136 | | | Telecommunication network infrastructure maintenance and engineering services | 17,170 | 16,842 | | | ICT integration services | 38,359 | 32,240 | | | Telecommunication network-related software development and related services | 3,683 | 11,515 | | At a point in time | Software sales | 2,220 | 4,359 | | **Total Revenue** | | **90,068** | **106,092** | [Profit Before Tax](index=9&type=section&id=Profit%20Before%20Tax) Profit before tax for the six months ended June 30, 2025, significantly decreased to RMB 8,275 thousand from RMB 12,150 thousand in the prior period, influenced by reduced listing expenses, reversal of impairment losses on trade and contract assets, and increased fair value changes of financial assets at fair value through profit or loss Components of Profit Before Tax (For the six months ended June 30) | Item | 2025 (RMB Thousand) | 2024 (RMB Thousand) | | :--- | :--- | :--- | | Auditor's remuneration – non-audit services | 354 | 350 | | Depreciation and amortization | 2,464 | 1,009 | | Trade and contract assets (reversal of impairment loss)/net impairment loss | (320) | 3,363 | | Impairment loss on other receivables | 281 | – | | Listing expenses | – | 6,257 | | Government grants | 469 | 259 | | VAT refunds | 4 | 379 | | Net fair value change of financial assets at fair value through profit or loss | 3,442 | – | | Exchange gain | 130 | 1,386 | | Finance income (interest on bank deposits) | 94 | 1,679 | | Finance costs (interest on interest-bearing bank borrowings and leases) | (596) | (448) | - Significant reduction in listing expenses: No listing expenses were incurred in the first half of 2025, compared to **RMB 6,257 thousand** in the corresponding period of 2024[19](index=19&type=chunk) - Fair value changes of financial assets: A net fair value gain of **RMB 3,442 thousand** on financial assets at fair value through profit or loss was recorded in the first half of 2025, compared to zero in the prior period[20](index=20&type=chunk) - Net finance income shifted to net finance cost: Net finance cost was **RMB 502 thousand** in the first half of 2025, compared to net finance income of **RMB 1,231 thousand** in the corresponding period of 2024, primarily due to a significant decrease in interest income from bank deposits[22](index=22&type=chunk) [Income Tax Expense](index=12&type=section&id=Income%20Tax%20Expense) Income tax expense for the six months ended June 30, 2025, significantly decreased to RMB 558 thousand from RMB 1,429 thousand in the prior period, mainly due to lower operating profit and the 15% preferential tax rate for high-tech enterprises in China Income Tax Expense (For the six months ended June 30) | Item | 2025 (RMB Thousand) | 2024 (RMB Thousand) | | :--- | :--- | :--- | | Current tax – PRC Enterprise Income Tax | – | 837 | | Current tax – over-provision in prior periods | (285) | – | | Deferred tax | 843 | 592 | | **Income Tax Expense** | **558** | **1,429** | - PRC Enterprise Income Tax preferential treatment: The Group's principal operating subsidiaries in the PRC qualify as High and New Technology Enterprises, enjoying a preferential income tax rate of **15%**[23](index=23&type=chunk) - Hong Kong Profits Tax: The Group had no assessable profits arising in Hong Kong during the reporting period, thus no provision for Hong Kong Profits Tax was made[23](index=23&type=chunk) [Earnings Per Share](index=13&type=section&id=Earnings%20Per%20Share) Basic earnings per share for the six months ended June 30, 2025, was RMB 0.77 cents, a 29.4% decrease from the restated RMB 1.09 cents in the prior period, with calculations retrospectively adjusted for the share split effective March 31, 2025, and the capitalization issue on January 12, 2024 Basic and Diluted Earnings Per Share (For the six months ended June 30) | Metric | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | Profit for the period (RMB Thousand) | 7,717 | 10,721 | | Weighted average number of ordinary shares in issue (Thousand shares) | 1,000,000 | 984,890 | | **Basic and diluted earnings per share (RMB cents per share)** | **0.77** | **1.09** | - No dilutive effect: There were no potential dilutive ordinary shares during the reporting period, hence basic and diluted earnings per share are the same[28](index=28&type=chunk) - Retrospective adjustment: The calculation of earnings per share has been retrospectively adjusted for the share split (one share of HK$0.01 par value split into two shares of HK$0.005 par value) effective March 31, 2025, and the capitalization issue on January 12, 2024[30](index=30&type=chunk) [Dividends](index=13&type=section&id=Dividends) The Board did not recommend the payment of an interim dividend for the six months ended June 30, 2025, consistent with the prior period - Interim dividend: The Board did not recommend the payment of an interim dividend for the six months ended June 30, 2025 (2024: Nil)[29](index=29&type=chunk) [Trade Receivables](index=14&type=section&id=Trade%20Receivables) As of June 30, 2025, net trade receivables decreased to RMB 38,441 thousand from RMB 53,539 thousand at December 31, 2024, with a net reversal of impairment loss primarily due to the reduction in total trade receivables - Net trade receivables: As of June 30, 2025, net trade receivables amounted to **RMB 38,441 thousand**, a decrease from **RMB 53,539 thousand** as of December 31, 2024[31](index=31&type=chunk) Aging Analysis (As of June 30) | Aging | 2025 (RMB Thousand) | 2024 December 31 (RMB Thousand) | | :--- | :--- | :--- | | Within 180 days | 18,053 | 33,122 | | 181 to 365 days | 2,950 | 5,166 | | 1 to 2 years | 13,882 | 14,932 | | Over 2 years | 3,556 | 319 | - Changes in impairment loss provision: A reversal of impairment loss of **RMB 125 thousand** was recognized during the period, compared to an impairment loss of **RMB 3,263 thousand** in the prior period[31](index=31&type=chunk) [Financial Assets at Fair Value Through Profit or Loss](index=15&type=section&id=Financial%20Assets%20at%20Fair%20Value%20Through%20Profit%20or%20Loss) As of June 30, 2025, financial assets at fair value through profit or loss totaled RMB 23,986 thousand, entirely classified as non-current assets, primarily comprising equity investments in unlisted entities in China and the Cayman Islands, generating approximately RMB 3,442 thousand in fair value gains during the period - Composition: Primarily includes investments in a **0.206%** equity interest in an unlisted PRC entity and an **11%** equity interest in an unlisted Cayman Islands entity[32](index=32&type=chunk) - Classification change: While some were classified as current assets as of December 31, 2024, all were classified as non-current assets totaling **RMB 23,986 thousand** as of June 30, 2025[32](index=32&type=chunk) - Fair value gain: A fair value gain of approximately **RMB 3,442 thousand** was recorded for the six months ended June 30, 2025[32](index=32&type=chunk) [Trade Payables](index=15&type=section&id=Trade%20Payables) As of June 30, 2025, total trade payables increased to RMB 7,414 thousand from RMB 6,022 thousand at December 31, 2024, with the primary increase concentrated in the within 180 days aging category - Total trade payables: As of June 30, 2025, total trade payables amounted to **RMB 7,414 thousand**, an increase from **RMB 6,022 thousand** as of December 31, 2024[33](index=33&type=chunk) Aging Analysis (As of June 30) | Aging | 2025 (RMB Thousand) | 2024 December 31 (RMB Thousand) | | :--- | :--- | :--- | | Within 180 days | 6,225 | 3,331 | | 181 to 365 days | 438 | 1,940 | | Over 1 year | 751 | 751 | [Interest-Bearing Bank Borrowings](index=16&type=section&id=Interest-Bearing%20Bank%20Borrowings) As of June 30, 2025, total interest-bearing bank borrowings decreased to RMB 32,409 thousand from RMB 41,776 thousand at December 31, 2024, comprising both fixed and floating rate portions, secured by receivables from service contracts, with the company adhering to all loan covenants - Total borrowings: As of June 30, 2025, total borrowings amounted to **RMB 32,409 thousand**, a decrease from **RMB 41,776 thousand** as of December 31, 2024[34](index=34&type=chunk) Borrowing Composition and Interest Rates (As of June 30) | Type | Effective Interest Rate | Maturity Date | 2025 (RMB Thousand) | 2024 December 31 (RMB Thousand) | | :--- | :--- | :--- | :--- | :--- | | Bank borrowings – unsecured | 2.4%-2.9% | August and September 2025 | 20,000 | 22,000 | | | Prime Lending Rate-0.5% | March 2026 | 10,000 | 10,000 | | Bank borrowings – secured | 2.6% | December 2025 | 2,409 | 9,776 | - Collateral: Bank borrowings are secured by a floating charge over receivables arising from certain service contracts[36](index=36&type=chunk) - Covenant compliance: The Company regularly monitors compliance with loan covenants, with no breaches at the end of the reporting period[36](index=36&type=chunk) [Share Capital](index=17&type=section&id=Share%20Capital) As of June 30, 2025, the company's authorized share capital was HK$10,000,000, divided into 2,000,000,000 ordinary shares of HK$0.005 each, with 1,000,000,000 shares issued and fully paid, totaling HK$5,000,000 (approximately RMB 4,549 thousand), reflecting a share split effective March 31, 2025, and the capitalization issue on January 12, 2024 - Changes in authorized share capital: Pursuant to a resolution passed at the EGM on March 27, 2025, effective March 31, 2025, each share of HK$0.01 par value was split into two shares of HK$0.005 par value, doubling the number of shares while the total authorized share capital remained unchanged[37](index=37&type=chunk) - Issued and fully paid share capital: As of June 30, 2025, the issued and fully paid share capital comprised **1,000,000,000** ordinary shares of HK$0.005 each, equivalent to approximately **RMB 4,549 thousand**[37](index=37&type=chunk)[38](index=38&type=chunk) - Listing and capitalization issue: On January 12, 2024, the Company issued **125,000,000** ordinary shares through a share offer and undertook a capitalization issue of **374,999,600** ordinary shares[38](index=38&type=chunk) [Capital Commitments](index=19&type=section&id=Capital%20Commitments) As of June 30, 2025, the Group had no significant capital commitments, consistent with the situation at December 31, 2024 - No significant capital commitments: As of June 30, 2025, the Group had no significant capital commitments[39](index=39&type=chunk) [Related Party Transactions](index=19&type=section&id=Related%20Party%20Transactions) The Group has non-trade balances and lease agreements with related parties, including companies controlled by Director Mr. Jia Zhengyi and his spouse Ms. Zheng Li. As of June 30, 2025, amounts due from a former direct holding company were RMB 1,219 thousand, and amounts due to a shareholder were RMB 32 thousand, with a significant year-on-year increase in key management compensation - Key related parties: Mr. Jia Zhengyi (Director and Shareholder), Ms. Zheng Li (spouse of Mr. Jia), Wellcell Group Limited (former direct holding company), Guangdong Huajun Sports Culture Communication Co., Ltd. (controlled by Mr. Jia and Ms. Zheng Li)[41](index=41&type=chunk) Balances with Related Parties (Non-trade nature) | Item | 2025 (RMB Thousand) | 2024 December 31 (RMB Thousand) | | :--- | :--- | :--- | | Amounts due from a related company (Wellcell Group Limited) | 1,219 | 1,205 | | Amounts due to a shareholder (Mr. Jia) | (32) | (1,032) | - Office lease agreement: The Group entered into a three-year lease agreement with Huajun in March 2024, with approximately **RMB 413 thousand** in rent paid during the period[43](index=43&type=chunk) Key Management Compensation (For the six months ended June 30) | Item | 2025 (RMB Thousand) | 2024 (RMB Thousand) | | :--- | :--- | :--- | | Salaries and other short-term employee benefits | 1,475 | 730 | | Pension costs – defined contribution plans | 191 | 95 | | **Total** | **1,666** | **825** | [Pledged Assets](index=21&type=section&id=Pledged%20Assets) As of June 30, 2025, the Group pledged approximately RMB 244 thousand in deposits as collateral for customer projects and approximately RMB 1,774 thousand in receivables from service contracts as collateral for interest-bearing bank borrowings - Pledged deposits: Approximately **RMB 244 thousand** as collateral for customer projects (December 31, 2024: approximately **RMB 133 thousand** as collateral for bank payroll)[45](index=45&type=chunk) - Pledged receivables: Approximately **RMB 1,774 thousand** in receivables arising from certain service contracts (included in contract assets) as collateral for interest-bearing bank borrowings[45](index=45&type=chunk) [Contingent Liabilities](index=21&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no significant contingent liabilities, consistent with the situation at December 31, 2024 - No significant contingent liabilities: As of June 30, 2025, the Group had no significant contingent liabilities[46](index=46&type=chunk) [Comparative Figures](index=21&type=section&id=Comparative%20Figures) Comparative figures for earnings per share have been retrospectively adjusted, and certain other comparative figures have been reclassified to conform to the current period's presentation - Retrospective adjustment of earnings per share: Comparative figures for earnings per share have been retrospectively adjusted[47](index=47&type=chunk) - Reclassification of comparative figures: Certain comparative figures have been reclassified to conform to the current period's presentation[47](index=47&type=chunk) [Management Discussion and Analysis](index=22&type=section&id=Management%20Discussion%20and%20Analysis) This section reviews the Group's business performance, financial results, and future outlook, highlighting shifts in core business segments, the launch of new fintech initiatives, and an analysis of financial position, liquidity, and capital resources [Business Review and Outlook](index=22&type=section&id=Business%20Review%20and%20Outlook) During the reporting period, the Group's core telecom network support services revenue decreased, ICT integration services revenue increased, and software-related business revenue significantly declined. Concurrently, the Group actively expanded its fintech business, launching the "Fopay" crypto payment platform and planning to acquire relevant licenses globally. Management is cautious about the sustainable expansion of core businesses in the short term but is optimistic about the growth potential in fintech [Core Business Segments](index=22&type=section&id=Core%20Business%20Segments) The Group's core businesses include wireless telecom network optimization, infrastructure maintenance, ICT integration, and software-related services. During the period, telecom network support services revenue share decreased to 50.9%, ICT integration services revenue share increased to 42.6%, while software-related business revenue share significantly dropped to 6.5% - Business composition: Primarily derived from wireless telecommunication network optimization services, telecommunication network infrastructure maintenance and engineering services, ICT integration services, telecommunication network-related software development and related services, and sale of software[48](index=48&type=chunk) - Telecommunication network support services: Revenue accounted for approximately **50.9%** (2024: **54.6%**), including wireless telecommunication network optimization and telecommunication network infrastructure maintenance[49](index=49&type=chunk) - ICT integration services: Revenue accounted for approximately **42.6%** (2024: **30.4%**), primarily involving customized computer system design, equipment procurement, system assembly, and subsequent services[50](index=50&type=chunk) - Software-related business: Revenue accounted for approximately **6.5%** (2024: **15.0%**), including software development and sales, and provision of customized software development services[51](index=51&type=chunk) [Fintech Business Expansion](index=23&type=section&id=Fintech%20Business%20Expansion) During the reporting period, the Company developed a new fintech business segment and launched its self-developed one-stop payment platform "Fopay" on July 21, 2025, offering stablecoin custody and virtual/physical VISA prepaid card payment services, with plans to acquire more relevant licenses in the future - New business segment: Expanded into fintech business, covering payment services (including global payment services utilizing blockchain technology)[52](index=52&type=chunk) - Launch of Fopay platform: Launched its self-developed one-stop payment platform “Fopay” on July 21, 2025, offering stablecoin custody and prepaid card payment services[52](index=52&type=chunk)[54](index=54&type=chunk) - Future plans: May consider obtaining licenses for providing custody services, money services, crypto-asset services, and/or other services in Hong Kong or other regions globally[54](index=54&type=chunk) [Market Environment and Future Outlook](index=23&type=section&id=Market%20Environment%20and%20Future%20Outlook) Despite a complex and challenging market, core businesses face decline and increased competition, leading management to be cautious about short-term sustainable expansion. However, the company is optimistic about the growth potential in China's telecom industry and global fintech, particularly in Asia, and has strategically positioned itself in the fintech sector - Core business challenges: Core business experienced a slight decline, with market saturation and intensified competition putting pressure on profit margins, leading management to be cautious about short-term sustainable expansion[53](index=53&type=chunk) - Growth drivers for China's telecom industry: Driven by a large population base, expanding middle class, smartphone penetration, increasing internet penetration, and government digital transformation initiatives[53](index=53&type=chunk) - Fintech market advantages: Rapid global expansion of e-commerce, cross-border trade, and mobile payment applications, with Asian markets like Hong Kong benefiting from their international financial center status, open policies, advanced infrastructure, and digitally savvy user base[53](index=53&type=chunk) - Strategic positioning: In line with global fintech development trends, the Group has strategically positioned itself in the crypto payment sector under its fintech business segment[54](index=54&type=chunk) [Financial Performance Analysis](index=24&type=section&id=Financial%20Performance%20Analysis) During the reporting period, the Group's total revenue decreased by 15.1% year-on-year, primarily due to significant reductions in wireless telecom network optimization services and software-related business revenue, despite growth in ICT integration services revenue. Other income significantly increased due to fair value changes of financial assets, but other gains, net, and net finance income substantially decreased. Both operating profit and net profit saw double-digit declines, mainly impacted by reduced revenue and increased depreciation, amortization, and other operating expenses [Revenue Analysis](index=24&type=section&id=Revenue%20Analysis) Total revenue decreased by 15.1% year-on-year to RMB 90.1 million during the reporting period. Wireless telecom network optimization services and software-related business revenues declined by 30.4% and 62.9% respectively, mainly due to customer budget cuts and fewer projects. Telecommunication network infrastructure maintenance and engineering services revenue slightly increased by 2.4%, and ICT integration services revenue grew by 19.3%, driven by an increase in large-scale projects Revenue Breakdown (For the six months ended June 30) | Service Type | 2025 (RMB Thousand) | 2024 (RMB Thousand) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Wireless telecommunication network optimization services | 28,636 | 41,136 | -30.4% | | Telecommunication network infrastructure maintenance and engineering services | 17,170 | 16,842 | +2.4% | | ICT integration services | 38,359 | 32,240 | +19.3% | | Software-related business | 5,903 | 15,874 | -62.9% | | **Total Revenue** | **90,068** | **106,092** | **-15.1%** | - Reasons for decrease in wireless telecommunication network optimization services: Primarily due to reduced quotations from major customers cutting budgets and the completion of some contracts[58](index=58&type=chunk) - Reasons for increase in ICT integration services: Primarily due to an increase in the number of large-scale projects tendered during the reporting period[60](index=60&type=chunk) - Reasons for decrease in software-related business: Primarily due to a decrease in the number of revenue-generating software development projects undertaken for customers[61](index=61&type=chunk) [Analysis of Other Income and Expenses](index=25&type=section&id=Analysis%20of%20Other%20Income%20and%20Expenses) Other income significantly increased by 457.1% year-on-year to RMB 3.9 million, mainly due to a net fair value increase in financial assets at fair value through profit or loss. However, other gains, net, decreased by 92.9% due to reduced exchange gains. Employee benefit expenses decreased by 20.6%, partly capitalized as intangible asset development costs. Depreciation and amortization increased by 150.0%, primarily due to increases in property, plant and equipment and intangible assets. Impairment loss on trade and contract assets shifted from a loss to a reversal - Significant increase in other income: Increased from **RMB 0.7 million** to **RMB 3.9 million**, a **457.1%** increase, primarily due to a net fair value increase in financial assets at fair value through profit or loss[62](index=62&type=chunk) - Significant decrease in other gains, net: Decreased from **RMB 1.4 million** to **RMB 0.1 million**, a **92.9%** decrease, primarily due to reduced exchange gains[63](index=63&type=chunk) - Decrease in employee benefit expenses: Decreased from **RMB 9.7 million** to **RMB 7.7 million**, a **20.6%** decrease, primarily due to partial capitalization of expenses as intangible asset development costs and higher bonuses in the prior period[64](index=64&type=chunk) - Slight decrease in subcontracting fees: Decreased from **RMB 65.0 million** to **RMB 62.4 million**, a **4.0%** decrease, as stable operation of the core network needs to be maintained[65](index=65&type=chunk) - Significant increase in depreciation and amortization: Increased from **RMB 1.0 million** to **RMB 2.5 million**, a **150.0%** increase, primarily due to increases in property, plant and equipment and intangible assets[67](index=67&type=chunk) - Reversal of impairment loss on trade and contract assets: A reversal of impairment loss of approximately **RMB 320 thousand** was recognized (2024: impairment loss of approximately **RMB 3.4 million**), primarily due to a decrease in total trade and contract assets[68](index=68&type=chunk) - Increase in other operating expenses: Increased from **RMB 3.1 million** to **RMB 4.8 million**, a **54.8%** increase, primarily due to increased professional fees[69](index=69&type=chunk) - No listing expenses incurred: No listing expenses were incurred in the first half of 2025, compared to **RMB 6.257 million** in the corresponding period of 2024[70](index=70&type=chunk) - Net finance (costs)/income turned negative: Net finance cost was approximately **RMB 0.5 million** in the first half of 2025 (2024: net finance income of approximately **RMB 1.2 million**), primarily due to decreased interest income from reduced bank deposits and interest rates[71](index=71&type=chunk) [Operating Profit and Net Profit](index=27&type=section&id=Operating%20Profit%20and%20Net%20Profit) Operating profit decreased by 19.3% year-on-year to RMB 8.8 million, and net profit decreased by 28.0% to RMB 7.7 million, primarily due to reduced revenue, lower interest income from bank deposits, and increased other operating expenses and depreciation and amortization. Income tax expense decreased by 57.1% due to lower operating profit - Decrease in operating profit: Decreased from **RMB 10.9 million** to **RMB 8.8 million**, a **19.3%** decrease, primarily due to reduced revenue and increased other operating expenses, depreciation, and amortization[72](index=72&type=chunk) - Decrease in income tax expense: Decreased from **RMB 1.4 million** to **RMB 0.6 million**, a **57.1%** decrease, primarily due to reduced operating profit[73](index=73&type=chunk) - Decrease in net profit: Decreased from **RMB 10.7 million** to **RMB 7.7 million**, a **28.0%** decrease, primarily due to reduced revenue and interest income from bank deposits, as well as increased other operating expenses, depreciation, and amortization[74](index=74&type=chunk) [Financial Position, Liquidity and Capital Resources](index=28&type=section&id=Financial%20Position%2C%20Liquidity%20and%20Capital%20Resources) As of June 30, 2025, cash and cash equivalents decreased by 34.5% to RMB 68.8 million, primarily used for financial asset investments, bank loan repayments, and operations. Total bank borrowings decreased, and the gearing ratio fell to 15.6%. The current ratio slightly increased to 2.6 times, indicating good liquidity - Cash position: Cash and cash equivalents amounted to approximately **RMB 68.8 million** (December 31, 2024: **RMB 105.0 million**), a decrease of approximately **34.5%**, primarily used for the purchase of financial assets, repayment of bank borrowings, and operations[78](index=78&type=chunk) - Total borrowings: Total bank borrowings amounted to **RMB 32.409 million** (December 31, 2024: **RMB 41.776 million**), comprising both fixed and floating rate borrowings, with unutilized bank facilities of **RMB 5 million**[79](index=79&type=chunk)[80](index=80&type=chunk) - Pledged assets: Approximately **RMB 244 thousand** in pledged deposits as collateral for customer projects, and approximately **RMB 1,774 thousand** in pledged receivables from service contracts as collateral for interest-bearing bank borrowings[81](index=81&type=chunk) - Current ratio: Approximately **2.6 times** (December 31, 2024: **2.4 times**)[82](index=82&type=chunk) - Gearing ratio: Approximately **15.6%** (December 31, 2024: **20.8%**), with the decrease primarily due to reduced interest-bearing bank borrowings[83](index=83&type=chunk) [Share Capital and Board Lot Size](index=29&type=section&id=Share%20Capital%20and%20Board%20Lot%20Size) During the reporting period, the company's share capital underwent a share split, dividing each HK$0.01 par value share into two HK$0.005 par value shares, doubling the total number of issued shares. Concurrently, the HKEX board lot size changed from 4,000 shares to 800 shares - Share split: Effective March 31, 2025, each ordinary share of HK$0.01 par value was split into two ordinary shares of HK$0.005 par value, increasing the total number of issued shares from **500,000,000** to **1,000,000,000**[84](index=84&type=chunk) - Change in board lot size: Effective March 31, 2025, the board lot size was changed from **4,000** shares to **800** shares[85](index=85&type=chunk) [Foreign Exchange Risk and Treasury Policy](index=30&type=section&id=Foreign%20Exchange%20Risk%20and%20Treasury%20Policy) The Group primarily operates in China, with transactions, monetary assets, and liabilities mainly denominated in RMB and HKD. During the reporting period, exchange rate fluctuations did not significantly impact the Group, and no derivative instruments were entered into to hedge foreign exchange risk. The Board will continue to prudently manage cash and maintain a robust liquidity position - Principal currencies: RMB and HKD[87](index=87&type=chunk) - Impact of foreign exchange risk: Fluctuations in exchange rates between different currencies did not have a material adverse impact on the Group during the reporting period[87](index=87&type=chunk) - Hedging strategy: No derivative instruments were entered into to hedge foreign exchange risk[87](index=87&type=chunk) - Treasury policy: Follows a prudent policy in managing cash to maintain a strong and robust liquidity position[87](index=87&type=chunk) [Employees and Remuneration Policy](index=30&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the Group had 116 employees. Total wages and salaries (before capitalization) for the reporting period were approximately RMB 8.8 million. The remuneration policy is based on performance, qualifications, experience, and market terms, linked to company profitability and shareholder returns, and reviewed annually by the Remuneration Committee - Number of employees: **116** as of June 30, 2025 (December 31, 2024: **115**)[89](index=89&type=chunk) - Total wages and salaries: Approximately **RMB 8.8 million** (before capitalization) for the six months ended June 30, 2025, a decrease from **RMB 9.7 million** in the corresponding period of 2024[89](index=89&type=chunk) - Remuneration determination: Remuneration packages are determined based on performance, qualifications, capabilities, and comparable market remuneration, including salaries, retirement scheme contributions, and discretionary bonuses, and are linked to shareholder returns[90](index=90&type=chunk) [Material Investments and Plans](index=31&type=section&id=Material%20Investments%20and%20Plans) Except as disclosed in this announcement, as of June 30, 2025, the Group held no material investments, undertook no material acquisitions or disposals of subsidiaries and associates, and had no other material investment or capital asset plans - No material investments: No material investments were held during the reporting period[91](index=91&type=chunk) - No material acquisitions or disposals: No material acquisitions or disposals of subsidiaries and associates occurred during the reporting period and up to the date of this announcement[91](index=91&type=chunk) - No material capital asset plans: As of June 30, 2025, there were no other material investment or capital asset plans[91](index=91&type=chunk) [Use of Proceeds](index=31&type=section&id=Use%20of%20Proceeds) The net proceeds from the company's IPO on January 12, 2024, were approximately RMB 56.0 million, with the intended use and expected implementation timetable unchanged. As of June 30, 2025, RMB 8.6 million had been utilized, mainly for ICT integration and R&D projects, with the remaining RMB 24.3 million unutilized and held in licensed banks in Hong Kong - Net proceeds from IPO: Approximately **RMB 56.0 million**[94](index=94&type=chunk) Use of Proceeds and Application Status (As of June 30) | Use | Allocation in Prospectus (%) | Allocation in Prospectus (RMB Million) | Actual Use as of December 31, 2024 (RMB Million) | Unutilized as of December 31, 2024 (RMB Million) | Utilized during the Reporting Period (RMB Million) | Unutilized as of June 30, 2025 (RMB Million) | Expected Timeline for Full Utilization | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Funding for future ICT integration projects | 20.5% | 11.5 | 8.7 | 2.8 | 2.8 | – | Not applicable | | Undertaking new R&D projects | 34.6% | 19.4 | 5.0 | 14.4 | 3.9 | 10.5 | By end of 2027 | | Strengthening project management team | 19.8% | 11.1 | 0.1 | 11.0 | – | 11.0 | By end of 2026 | | Funding for sales and marketing efforts | 5.4% | 3.0 | 0.2 | 2.8 | – | 2.8 | By end of 2026 | | Repayment of part of bank borrowings | 12.9% | 7.2 | 7.2 | – | – | – | Not applicable | | General working capital | 6.8% | 3.8 | 1.9 | 1.9 | 1.9 | – | Not applicable | | **Total** | **100%** | **56.0** | **23.1** | **32.9** | **8.6** | **24.3** | | - Placement of unutilized funds: Unutilized net proceeds are held as bank balances in licensed banks in Hong Kong[96](index=96&type=chunk) [Events After Reporting Period](index=32&type=section&id=Events%20After%20Reporting%20Period) Except as disclosed in this announcement, the Group had no material events after the reporting period and up to the date of this announcement - No material events after reporting period: No material events occurred after the reporting period and up to the date of this announcement[97](index=97&type=chunk) [Other Information](index=33&type=section&id=Other%20Information) This section covers details on directors' and major shareholders' interests, share disposal by a controlling shareholder, the share option scheme, corporate governance practices, audit committee review, public float compliance, interim dividend policy, and board composition [Directors' and Chief Executive's Interests](index=33&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests) As of June 30, 2025, Mr. Qian Fenglei, Mr. Jia Zhengyi, and Mr. Lin Qihao held company shares through controlled corporations, representing 29.9%, 16.6%, and 16.6% of the share capital, respectively Directors' Long Positions in the Company's Shares (As of June 30) | Name of Director | Capacity/Nature | Number of shares held/in which interests are held | Percentage of Equity | | :--- | :--- | :--- | :--- | | Mr. Qian Fenglei | Interest in controlled corporation | 299,000,000 | 29.9% | | Mr. Jia Zhengyi | Interest in controlled corporation | 166,000,000 | 16.6% | | Mr. Lin Qihao | Interest in controlled corporation | 166,000,000 | 16.6% | - Directors' long positions in shares of associated corporations: Mr. Qian Fenglei holds a **58.48%** interest in Hengfeng; Mr. Jia Zhengyi wholly owns Lichao Limited, which holds a **51.50%** interest in Wellcell Group Limited; Mr. Lin Qihao wholly owns Cheer Partners Limited, which holds a **37.5%** interest in Wellcell Group Limited[100](index=100&type=chunk)[101](index=101&type=chunk) [Major Shareholders' Interests](index=35&type=section&id=Major%20Shareholders'%20Interests) As of June 30, 2025, Hengfeng International Holdings Limited held 29.9% of the company's equity, and Wellcell Group Limited held 16.6%. Lichao Limited, Cheer Partners Limited, Mr. Jia Zhengyi, Mr. Lin Qihao, Ms. Zheng Li, and Ms. Zhong Shumin (spouses of Mr. Jia Zhengyi and Mr. Lin Qihao) are all deemed to have interests in the shares held by Wellcell Group Limited Major Shareholders' Long Positions in the Company's Shares (As of June 30) | Name/Designation | Capacity/Nature | Number of Shares | Percentage of Equity | | :--- | :--- | :--- | :--- | | Hengfeng | Beneficial owner | 299,000,000 | 29.9% | | Wellcell Group Limited | Beneficial owner | 166,000,000 | 16.6% | | Lichao Limited | Interest in controlled corporation | 166,000,000 | 16.6% | | Cheer Partners Limited | Interest in controlled corporation | 166,000,000 | 16.6% | | Ms. Zheng Li | Spouse's interest | 166,000,000 | 16.6% | | Ms. Zhong Shumin | Spouse's interest | 166,000,000 | 16.6% | - Related party interests: Hengfeng is **58.48%** owned by Mr. Qian Fenglei. Wellcell Group Limited is **51.5%** owned by Lichao Limited (wholly owned by Mr. Jia Zhengyi) and **37.5%** owned by Cheer Partners Limited (wholly owned by Mr. Lin Qihao). Ms. Zheng Li and Ms. Zhong Shumin are deemed to have interests in the shares held by Mr. Jia Zhengyi and Mr. Lin Qihao, respectively, due to their spousal relationships[102](index=102&type=chunk) [Disposal of Shares by Controlling Shareholder](index=36&type=section&id=Disposal%20of%20Shares%20by%20Controlling%20Shareholder) During the reporting period, Wellcell Group Limited disposed of 299,000,000 shares, representing 29.9% of the company's total issued share capital, to Hengfeng International Holdings Limited. Following the disposal, Hengfeng International Holdings Limited became the beneficial owner of 29.9% of the company's shares, while Wellcell Group Limited's shareholding decreased to 16.6% - Number of shares disposed: Wellcell Group Limited disposed of a total of **299,000,000** shares to Hengfeng International Holdings Limited[104](index=104&type=chunk) - Shareholding percentage after disposal: Hengfeng International Holdings Limited holds a **29.9%** equity interest, and Wellcell Group Limited holds a **16.6%** equity interest[104](index=104&type=chunk) [Share Option Scheme](index=36&type=section&id=Share%20Option%20Scheme) The company conditionally approved a share option scheme on December 15, 2023, effective upon listing on January 12, 2024, to incentivize or reward eligible participants. Since its adoption, no share options have been granted, exercised, cancelled, lapsed, forfeited, or restricted - Scheme effective: The Share Option Scheme became effective upon listing on January 12, 2024, with a validity period of **8.5 years**[105](index=105&type=chunk) - Purpose: To incentivize or reward eligible participants for their contributions to the Group[105](index=105&type=chunk) - Status: No share options have been granted, exercised, cancelled, lapsed, forfeited, or restricted since the adoption of the scheme[105](index=105&type=chunk) [Corporate Governance](index=36&type=section&id=Corporate%20Governance) The company's corporate governance practices are based on the Corporate Governance Code in Appendix C1 of the Listing Rules. From the beginning of the reporting period until May 26, 2025, the roles of Chairman and Chief Executive Officer were combined under Mr. Jia Zhengyi, deviating from Code Provision C.2.1. Since Mr. Qian Fenglei's appointment as Chairman on May 26, 2025, the company has complied with all applicable code provisions. Directors and relevant employees adhere to the Model Code for Securities Transactions - Code compliance: The Company has complied with all applicable code provisions set out in the Corporate Governance Code, except for the deviation where the roles of Chairman and Chief Executive Officer were combined from the beginning of the reporting period until May 26, 2025[106](index=106&type=chunk)[107](index=107&type=chunk) - Separation of Chairman and Chief Executive Officer roles: Since Mr. Qian Fenglei's appointment as Chairman on May 26, 2025, the Company has complied with Code Provision C.2.1[107](index=107&type=chunk) - Model Code for Securities Transactions: All Directors confirm that they have complied with the required standards for dealing in securities as set out in the Model Code throughout the reporting period[108](index=108&type=chunk) [Audit Committee](index=37&type=section&id=Audit%20Committee) The Audit Committee reviewed and discussed the Group's unaudited condensed consolidated interim financial statements for the six months ended June 30, 2025, confirming their compliance with applicable accounting standards, Listing Rules, and adequate disclosure - Committee composition: The Audit Committee comprises three members, with Mr. Wong Chi Man as Chairman[109](index=109&type=chunk) - Scope of review: Reviewed and discussed the Group's unaudited condensed consolidated interim financial statements, accounting principles, and practices for the six months ended June 30, 2025[109](index=109&type=chunk) - Conclusion: Deemed the results to be in compliance with applicable accounting standards, the Listing Rules, and to have made adequate disclosures[109](index=109&type=chunk) [Sufficient Public Float](index=37&type=section&id=Sufficient%20Public%20Float) Based on publicly available information and the Directors' knowledge, the company has maintained the required public float in accordance with the Listing Rules since its listing - Public float: Has maintained the required public float in accordance with the Listing Rules since its listing[110](index=110&type=chunk) [Interim Dividend](index=37&type=section&id=Interim%20Dividend) The Board did not recommend the payment of any dividend for the six months ended June 30, 2025, consistent with the prior period - No dividend payment: The Board did not recommend the payment of any dividend for the six months ended June 30, 2025[111](index=111&type=chunk) [Publication of Interim Results Announcement and Despatch of Interim Report](index=38&type=section&id=Publication%20of%20Interim%20Results%20Announcement%20and%20Despatch%20of%20Interim%20Report) This announcement has been published on the HKEX and company websites, and the interim report for the six months ended June 30, 2025, will be available on these websites in due course - Announcement publication: This announcement is published on the website of the Stock Exchange (www.hkexnews.hk) and the Company's website (www.wellcell.com.cn)[112](index=112&type=chunk) - Interim report: The interim report for the six months ended June 30, 2025, will be available on the aforementioned websites in due course[112](index=112&type=chunk) [Acknowledgement](index=38&type=section&id=Acknowledgement) The Board extends its sincere gratitude to shareholders, management team, employees, business partners, and customers for their support and contributions to the Group - Acknowledgements: Shareholders, management team, employees, business partners, and customers[113](index=113&type=chunk) [Board of Directors](index=38&type=section&id=Board%20of%20Directors) As of the date of this announcement, the Board of Directors comprises four executive directors, one non-executive director, and three independent non-executive directors - Board composition: Comprises four executive directors (Mr. Qian Fenglei, Mr. Jia Zhengyi, Mr. Cong Bin, and Mr. Li Shihua), one non-executive director (Mr. Lin Qihao), and three independent non-executive directors (Mr. Wong Chi Man, Ms. Dan Xi, and Mr. Chen Weiduan)[114](index=114&type=chunk)

Core Viewpoint - The company, Jingwei TianDi (02477.HK), will hold a board meeting on August 29, 2025, to review and approve its interim results for the six months ending June 30, 2025, and to declare an interim dividend if applicable [1] Group 1 - The board meeting is scheduled for August 29, 2025 [1] - The meeting will focus on the interim results for the six months ending June 30, 2025 [1] - The company may declare an interim dividend during this meeting [1]

承董事會命 經緯天地控股有限公司 （於開曼群島註冊成立的有限公司） （股份代號：2477） 董事會會議日期 經緯天地控股有限公司（「本公司」）之董事會（「董事會」）謹此宣佈，本公司將於二零二五年八 月二十九日（星期五）舉行董事會會議，藉以（其中包括）批准刊發本公司及其附屬公司截至二 零二五年六月三十日止六個月之中期業績公佈，以及考慮派發中期股息（如有）。 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示，概不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。 WellCell Holdings Co., Limited 經緯天地控股有限公司 主席兼執行董事 於本公告日期，董事會成員包括四名執行董事錢峰雷先生、賈正屹先生、叢斌先生及李始華 先生；一名非執行董事林啟豪先生；以及三名獨立非執行董事黃志文先生、但曦女士及陳維端 先生。 香港，二零二五年八月十九日 錢峰雷 ...

Company Overview - Beta FinTech Holdings Ltd, a Hong Kong-based financial services company, is planning to go public on NASDAQ under the ticker symbol BTFT. The company provides securities trading, brokerage services, margin lending, and other financial services [3]. Financial Performance - For the fiscal year ending June 30, 2024, Beta FinTech reported total revenues of $2.35 million, a significant increase from $125,219 in the previous fiscal year. The net income for the same period was $1.04 million, compared to a net loss of $513,893 in the prior year [4][5]. - In the first six months of fiscal year 2025 (ending December 31, 2024), the company achieved revenues of $1.52 million and a net income of $302,090, marking a substantial rise from $69,127 in revenues and a net loss of $164,493 in the same period of the previous year [6]. Shareholding Structure - Prior to the IPO, the major shareholders of Beta FinTech include Xianxin Xiang with 29.4%, Shaojie Sun with 30.3%, Cong Gao with 20.1%, and Jingwei Tiandi Technology holding 11% [7].