呈交日期： 2025年10月27日 如上市發行人的已發行股份或庫存股份出現變動而須根據《香港聯合交易所有限公司（「香港聯交所」）證券上市規則》(「《主板上市規則》」)第13.25A條 / 《香港聯合交易所有限公司GEM證券 上市規則》(「《GEM上市規則》」)第17.27A條作出披露，必須填妥第一章節 。 | 第一章節 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 | 是 | | | | 證券代號 (如上市) | 02486 | 說明 | 普通股 | | | | | | | A. 已發行股份或庫存股份變動 | | | | | | | | | | | | 已發行股份（不包括庫存股份）變動 | | | 庫存股份變動 | | | | | | 事件 | 已發行股份（不包括庫存股份）數 目 | | 佔有關事件前的現有已發 行股份（不包括庫存股 份）數目百分比 (註3) | 庫存股份數目 | 每股發行/出售價 (註4) | | 已發行股份 ...

致：香港交易及結算所有限公司 公司名稱: 普樂師集團控股有限公司 呈交日期: 2025年10月2日 I. 法定/註冊股本變動 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年9月30日 狀態: 新提交 | 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) | 02486 | 說明 | 普通股 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 250,000,000 | USD | | 0.0002 | USD | | 50,000 | | 增加 / 減少 (-) | | | | | | | USD | | | | 本月底結存 | | | 250,000,000 | USD | | 0.0002 | USD | | 50,000 | FF301 II. 已發 ...

Corporate Information This section outlines the company's fundamental corporate details, including its governance structure, key professional advisors, and contact information [The Board](index=3&type=section&id=The%20Board) This section lists the composition of the company's Board of Directors, including executive directors, independent non-executive directors, and members of the audit, nomination, and remuneration committees, with Mr. Sun Guangjun serving as the Chairman and Chief Executive Officer of the Board - Executive Directors include **Mr. Sun Guangjun** (Chairman and Chief Executive Officer) and **Mr. Yang Hong**[3](index=3&type=chunk) - Independent Non-Executive Directors are **Mr. Lau Man Tak**, **Ms. Lam Fung**, and **Mr. Ngan Wing Ho**[3](index=3&type=chunk) - The Audit Committee Chairman is **Mr. Lau Man Tak**, the Remuneration Committee Chairman is **Ms. Lam Fung**, and the Nomination Committee Chairman is **Mr. Sun Guangjun**[3](index=3&type=chunk)[4](index=4&type=chunk) [Auditor](index=3&type=section&id=Auditor) The company's auditor is Rongcheng (Hong Kong) Certified Public Accountants Limited, with its office located in Admiralty, Hong Kong - The auditor is **Rongcheng (Hong Kong) Certified Public Accountants Limited** (formerly Ascent Partners CPA Limited)[4](index=4&type=chunk)[5](index=5&type=chunk) [Registered Office and Principal Places of Business](index=4&type=section&id=Registered%20Office%20and%20Principal%20Places%20of%20Business) The company maintains a registered office in the Cayman Islands, its headquarters and principal place of business in Shanghai, China, and a principal place of business in Hong Kong - The registered office in the Cayman Islands is located at **71 Fort Street, PO Box 500, George Town, Grand Cayman KY1-1106**[6](index=6&type=chunk)[7](index=7&type=chunk) - The headquarters and principal place of business in China are located at **2nd to 3rd Floor, Building 6, No. 652 Changshou Road, Putuo District, Shanghai**[6](index=6&type=chunk)[7](index=7&type=chunk) - The principal place of business in Hong Kong is located at **Unit 1202, 12th Floor, Dah Sing Life Building, 90 Connaught Road Central, Sheung Wan**[6](index=6&type=chunk)[7](index=7&type=chunk) [Legal Adviser](index=4&type=section&id=Legal%20Adviser) The company has appointed Chow & Cheung, Solicitors in association with Beijing Tongshang Law Firm as its legal adviser for Hong Kong law - Hong Kong legal adviser is **Chow & Cheung, Solicitors in association with Beijing Tongshang Law Firm**[6](index=6&type=chunk)[7](index=7&type=chunk) [Share Registrars](index=4&type=section&id=Share%20Registrars) The company maintains a principal share registrar in the Cayman Islands and a share registrar in Hong Kong - The principal share registrar is **Appleby Global Services (Cayman) Limited**[7](index=7&type=chunk) - The Hong Kong share registrar is **Tricor Investor Services Limited**[8](index=8&type=chunk)[9](index=9&type=chunk) [Principal Banks](index=5&type=section&id=Principal%20Banks) The company's principal banks include China Merchants Bank Shanghai Caoyang Sub-branch, Bank of China (Hong Kong) Limited, and CMB Wing Lung Bank - Principal banks include **China Merchants Bank Shanghai Caoyang Sub-branch**, **Bank of China (Hong Kong) Limited**, and **CMB Wing Lung Bank**[8](index=8&type=chunk)[9](index=9&type=chunk) [Company Website and Stock Code](index=5&type=section&id=Company%20Website%20and%20Stock%20Code) The company's website is www.plscn.com and its stock code is 2486 - The company's website is **www.plscn.com**[8](index=8&type=chunk)[9](index=9&type=chunk) - The stock code is **2486**[8](index=8&type=chunk)[9](index=9&type=chunk) Definitions This section provides definitions for key terms used throughout the report, covering corporate governance, financial reporting standards, geographical areas, equity structure, and business models for clear understanding - **"The Company"** refers to Plus Group Holdings Limited, incorporated in the Cayman Islands on September 30, 2021, with shares listed on the Main Board of the Stock Exchange (Stock Code: 2486)[11](index=11&type=chunk) - **"Reporting Period"** refers to the six months ended June 30, 2025[13](index=13&type=chunk) - **"SaaS"** refers to Software as a Service, a cloud-based software licensing and delivery model[13](index=13&type=chunk) Financial Summary and Operating Highlights This section presents a concise overview of the company's financial performance and key operating metrics for the reporting period [Financial Overview](index=10&type=section&id=Financial%20Overview) For the six months ended June 30, 2025, the company achieved a **376.1%** revenue increase to **RMB 1.6313 billion** and turned a loss into a profit of **RMB 7.984 million**, despite a decline in gross margin due to market share strategies Financial Overview for the Six Months Ended June 30, 2025 | Metric | 2025 (RMB '000) | 2024 (RMB '000) | Period-on-Period Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 1,631,270 | 342,597 | 376.1% | | Gross Profit | 82,085 | 48,856 | 68.0% | | Profit (Loss) for the Period | 7,984 | (3,767) | 311.9% | | Profit (Loss) and Total Comprehensive Income (Expense) Attributable to Owners of the Company for the Period | 6,317 | (3,493) | 280.8% | | Revenue Growth Rate | 376.1% | 44.1% (for the six months ended December 31, 2024) | - | | Current Ratio (times) | 2.5 | 2.5 (as of December 31, 2024) | - | | Gearing Ratio | N/A (Net Cash) | N/A (Net Cash) (as of December 31, 2024) | - | | Total Equity | 490,716 | 479,665 (as of December 31, 2024) | 2.3% | | Cash and Cash Equivalents | 149,180 | 159,647 (as of December 31, 2024) | -6.5% | | Bank Borrowings | 77,948 | 64,148 (as of December 31, 2024) | 21.5% | | Amounts Due to Non-Controlling Shareholders | 10,535 | 33,953 (as of December 31, 2024) | -69.0% | | Lease Liabilities | 4,323 | 3,570 (as of December 31, 2024) | 21.1% | [Operating Metrics](index=11&type=section&id=Operating%20Metrics) During the reporting period, the company saw significant growth in paid customer numbers and cumulative touchpoints, with average monthly active touchpoints doubling, indicating strong business expansion and market penetration Operating Metrics for the Six Months Ended June 30, 2025 | Metric | 2025 | 2024 | Period-on-Period Change (%) | | :--- | :--- | :--- | :--- | | Number of Paid Customers | 1,064 | 232 | 358.6% | | Cumulative Number of POS | 4,452,000 | 4,430,000 | 0.5% | | Cumulative Number of Touchpoints | 734,000 | 553,000 | 32.7% | | Average Monthly Active Touchpoints | 64,000 | 31,000 | 106.5% | Management Discussion and Analysis This section provides management's perspective on the company's business performance, financial results, and future outlook for the reporting period [Business Review](index=12&type=section&id=Business%20Review) Despite global economic pressures, the company achieved a **376.1%** year-on-year increase in total revenue, leveraging AI technology and market share strategies, with task and marketer matching services showing the most rapid growth - Amidst international instability and global economic downturn, the company leveraged **AI R&D and applications** to strengthen core competitiveness and achieved breakthrough growth through a **market share expansion strategy**[25](index=25&type=chunk)[26](index=26&type=chunk)[27](index=27&type=chunk) - During the reporting period, total revenue was approximately **RMB 1.6313 billion**, a year-on-year increase of approximately **376.1%**[28](index=28&type=chunk)[33](index=33&type=chunk) [Customised Marketing Solutions](index=12&type=section&id=Customised%20marketing%20solution) The customised marketing solutions business achieved a **40.4%** year-on-year revenue increase by deepening O2O instant retail cooperation and enhancing AI digital sales capabilities, consolidating market share and opening new channels - Revenue from this business was approximately **RMB 371.7 million**, a year-on-year increase of approximately **40.4%**[31](index=31&type=chunk)[34](index=34&type=chunk) - Through close cooperation with retail channel partners and deep cultivation in O2O instant retail, leveraging **AI-powered enablement and application service capabilities**, the company consolidated market share and opened new channels and application scenarios[30](index=30&type=chunk)[34](index=34&type=chunk) [Task and Marketer Matching Services](index=13&type=section&id=Tasks%20and%20marketers%20matching%20service) The task and marketer matching services business achieved an astonishing **2,067.7%** year-on-year growth, serving over **940** cumulative customers, driven by continuous AI R&D and the launch of a new matching business platform - Revenue from this business was approximately **RMB 1.2204 billion**, a year-on-year increase of approximately **2,067.7%**[37](index=37&type=chunk)[44](index=44&type=chunk) - Since the official launch of the new matching business platform in November 2024, over **940** customers have been cumulatively signed as of June 30, 2025, with an average customer value of approximately **RMB 1.3 million**[36](index=36&type=chunk)[43](index=43&type=chunk)[61](index=61&type=chunk) [SaaS+ Subscription and Other Services](index=13&type=section&id=SaaS%2B%20subscription%20and%20other%20services) The SaaS+ subscription and other services business achieved a **187.5%** year-on-year revenue increase, benefiting from the maturity of its digital, systematic, and intelligent platforms and enhanced application service capabilities - Revenue from this business was approximately **RMB 27.6 million**, a year-on-year increase of approximately **187.5%**[40](index=40&type=chunk)[45](index=45&type=chunk) - The platform is increasingly refined and mature, offering more flexible and diversified comprehensive services to meet diverse customer needs[39](index=39&type=chunk)[45](index=45&type=chunk) [Marketer Assignment Services](index=13&type=section&id=Marketers%20assignment%20service) Affected by the offline retail market environment, brand clients reduced their investments, leading to a **4.2%** year-on-year decrease in revenue from marketer assignment services - Revenue from this business was approximately **RMB 11.5 million**, a year-on-year decrease of approximately **4.2%**[42](index=42&type=chunk)[46](index=46&type=chunk) - The revenue decrease was primarily due to the overall offline retail market environment, with brand clients continuously reducing investments, leading the company to decrease the number of assigned service personnel[41](index=41&type=chunk)[46](index=46&type=chunk)[58](index=58&type=chunk) [Business Outlook](index=14&type=section&id=Business%20Outlook) The company plans to further leverage its **AI intelligent matching advantages** to expand new channels and market share, strengthen cooperation with channel partners to accumulate data assets and analyze market dynamics with AI, explore overseas markets and cross-border trade using Hong Kong's free port advantages, deepen O2O instant retail development to monetize data assets, and continuously increase **AI technology R&D investment** to drive business upgrades - Fully maintain **AI intelligent matching core advantages**, expand into new channels, new fields, and new markets, and capture more market share in matching services[48](index=48&type=chunk) - Maintain close cooperation with major channel partners, improve digital joint operation mechanisms, accumulate consumer and retail data assets, and utilize **AI to analyze market dynamics and consumption trends**[48](index=48&type=chunk) - Leverage Hong Kong's geographical and policy advantages to focus on overseas market expansion, initiate cross-border trade layouts, and build an integrated service system encompassing import/export, supply chain, marketing promotion, channel distribution, and omni-channel retail[48](index=48&type=chunk) - Deepen O2O instant retail development, explore innovative integration with terminal retail scenarios, monetize data assets through **precision marketing and intelligent distribution**, and support breakthroughs in offline terminal sales[48](index=48&type=chunk) - Continuously increase **AI technology R&D investment**, deepen intelligent innovation and application iteration, and empower full-chain business upgrades through **AI-driven data insights**[48](index=48&type=chunk) [Financial Review](index=15&type=section&id=Financial%20Review) This section provides a detailed review of the financial performance for the reporting period, including key metrics such as revenue, costs, gross profit, expenses, taxation, and cash flow, noting significant revenue growth but a decline in gross margin due to market share strategies, and a decrease in cash and cash equivalents due to increased trade receivables [Revenue](index=15&type=section&id=Revenue) For the six months ended June 30, 2025, the company's total revenue reached **RMB 1.6313 billion**, a **376.1%** year-on-year increase, primarily driven by the explosive growth of task and marketer matching services - Total revenue was approximately **RMB 1.6313 billion**, an increase of approximately **376.1%** compared to the same period in 2024[49](index=49&type=chunk)[50](index=50&type=chunk) Revenue Breakdown by Business Segment | Business Segment | 2025 (RMB '000) | 2024 (RMB '000) | Year-on-Year Growth (%) | | :--- | :--- | :--- | :--- | | Customised Marketing Solutions | 371,744 | 264,776 | 40.4% | | Task and Marketer Matching Services | 1,220,423 | 56,296 | 2,067.7% | | Marketer Assignment Services | 11,492 | 11,960 | -4.2% | | SaaS+ Subscription and Other Services | 27,611 | 9,565 | 187.5% | | **Total** | **1,631,270** | **342,597** | **376.1%** | [Cost, Gross Profit and Gross Profit Margin](index=17&type=section&id=Cost%2C%20gross%20profit%20and%20gross%20profit%20margin) During the reporting period, total costs increased by **427.5%** to **RMB 1.5492 billion**, exceeding revenue growth, primarily due to the company's strategy of moderately lowering profit expectations to capture market share, resulting in gross profit increasing by **67.9%** to **RMB 82.1 million** but gross margin declining from **14.3%** to **5.0%** - Total costs were approximately **RMB 1.5492 billion**, an increase of approximately **427.5%** compared to the same period in 2024[64](index=64&type=chunk)[70](index=70&type=chunk) - The cost growth rate exceeded revenue growth, primarily because the company prioritized **market share expansion** and service quality assurance, moderately lowering profit expectations[65](index=65&type=chunk)[70](index=70&type=chunk) - Gross profit was approximately **RMB 82.1 million**, a year-on-year increase of approximately **67.9%**, with gross margin at approximately **5.0%**, a decrease of approximately **9.3%** from **14.3%** in the same period of 2024[65](index=65&type=chunk)[66](index=66&type=chunk)[70](index=70&type=chunk) - The decline in gross margin was mainly due to the **task and marketer matching services business rapidly capturing market share through a low-price model**[67](index=67&type=chunk)[70](index=70&type=chunk) [Administrative Expenses](index=17&type=section&id=Administrative%20expenses) Administrative expenses, primarily comprising employee salaries and benefits and office rent, slightly increased by **3.7%** to **RMB 44.8 million** during the reporting period, mainly influenced by the growth of task and marketer matching services - Administrative expenses increased by approximately **3.7%** from approximately **RMB 43.2 million** in the same period of 2024 to approximately **RMB 44.8 million**[68](index=68&type=chunk)[71](index=71&type=chunk) - Primarily due to the growth of the **task and marketer matching services business**, but the overall change was not significant[68](index=68&type=chunk)[71](index=71&type=chunk) [Selling and Marketing Expenses](index=17&type=section&id=Selling%20and%20marketing%20expenses) Selling and marketing expenses, primarily employee salaries, significantly increased by **160.0%** to **RMB 27.3 million** during the reporting period, mainly due to the expansion of task and marketer matching services - Selling and marketing expenses increased by approximately **160.0%** from approximately **RMB 10.5 million** in the same period of 2024 to approximately **RMB 27.3 million**[69](index=69&type=chunk)[72](index=72&type=chunk) - Primarily due to the increase in selling and marketing expenses driven by the growth of the **task and marketer matching services business**[69](index=69&type=chunk)[72](index=72&type=chunk) [Research and Development Costs](index=18&type=section&id=Research%20and%20development%20costs) Research and development costs, primarily personnel costs, decreased by **58.0%** to **RMB 5.5 million** during the reporting period, mainly benefiting from the integration of AI applications that enhanced in-house operation and maintenance capabilities - Research and development costs decreased by approximately **58.0%** from approximately **RMB 13.1 million** in the same period of 2024 to approximately **RMB 5.5 million**[73](index=73&type=chunk)[79](index=79&type=chunk) - Primarily due to the enhancement of in-house operation and maintenance capabilities through the integration of **artificial intelligence applications**[73](index=73&type=chunk)[79](index=79&type=chunk) [Other Income](index=18&type=section&id=Other%20income) Other income increased by **100%** year-on-year to **RMB 11 million**, primarily due to an increase in government policy subsidies - Other income increased by approximately **100%** from approximately **RMB 5.5 million** in the same period of 2024 to approximately **RMB 11 million**[74](index=74&type=chunk)[80](index=80&type=chunk) - Primarily due to an increase in **government policy subsidies** received[74](index=74&type=chunk)[80](index=80&type=chunk) [Other (Losses) Gains — Net](index=18&type=section&id=Other%20(losses)%20gains%20%E2%80%94%20net) Net other gains turned from a gain of **RMB 10.3 million** in the same period of 2024 to a loss of **RMB 0.5 million** in the reporting period, primarily due to a significant decrease in government-refunded social security payments and lower HKD exchange gains - Net other gains decreased by approximately **104.9%** from approximately **RMB 10.3 million** in the same period of 2024 to a loss of approximately **RMB 0.5 million**[75](index=75&type=chunk)[81](index=81&type=chunk) - Primarily due to a significant decrease in government-refunded social security payments to alleviate COVID-19 impacts, and a decline in exchange gains from HKD[75](index=75&type=chunk)[81](index=81&type=chunk) [Impairment Losses on Trade Receivables, Contract Assets and Other Receivables — Net](index=18&type=section&id=Impairment%20losses%20on%20trade%20receivables%2C%20contract%20assets%20and%20other%20receivables%20%E2%80%94%20net) Net impairment losses on financial assets decreased by **17.2%** to **RMB 2.4 million**, primarily benefiting from the company's strengthened credit management and improved quality of trade receivables and contract assets - Impairment of financial assets decreased by approximately **17.2%** from approximately **RMB 2.9 million** in the same period of 2024 to approximately **RMB 2.4 million**[76](index=76&type=chunk)[82](index=82&type=chunk) - Primarily due to the Group's strengthened credit management, which improved the quality of newly generated trade receivables and contract assets[76](index=76&type=chunk)[82](index=82&type=chunk) [Finance (Cost) Income — Net](index=18&type=section&id=Finance%20(cost)%20income%20%E2%80%94%20net) Net finance income turned from a gain of **RMB 0.5 million** in the same period of 2024 to a cost of **RMB 0.9 million** in the reporting period, primarily due to a decrease in asset yields caused by central bank interest rate cuts - Net finance income decreased by approximately **280.0%** from approximately **RMB 0.5 million** in the same period of 2024 to a net finance cost of approximately **RMB 0.9 million**[77](index=77&type=chunk)[83](index=83&type=chunk) - Primarily due to a decrease in market interest rates from central bank rate cuts, leading to a decline in asset yields[77](index=77&type=chunk)[83](index=83&type=chunk) [Income Tax (Expense) Credit](index=18&type=section&id=Income%20tax%20(expense)%20credit) Income tax shifted from a credit of **RMB 0.9 million** in the same period of 2024 to an expense of **RMB 3.7 million** in the reporting period, primarily due to increased profits in core business segments, leading to higher taxable income - Income tax increased by approximately **311.1%** from an income tax credit of approximately **RMB 0.9 million** in the same period of 2024 to an income tax expense of approximately **RMB 3.7 million**[78](index=78&type=chunk)[84](index=84&type=chunk) - Primarily due to increased profits in core business segments, leading to higher taxable income[78](index=78&type=chunk)[84](index=84&type=chunk) [Profit (Loss) Attributable to Equity Owners of the Company](index=19&type=section&id=Profit%20(Loss)%20attributable%20to%20equity%20owners%20of%20the%20Company) Profit attributable to equity owners of the Company turned from a loss of **RMB 3.5 million** in the same period of 2024 to a profit of **RMB 6.3 million** in the reporting period, representing a **280.0%** increase - Profit attributable to equity owners of the Company increased by approximately **280.0%** from a loss of approximately **RMB 3.5 million** in the same period of 2024 to a profit of approximately **RMB 6.3 million**[85](index=85&type=chunk)[93](index=93&type=chunk) [Cash and Cash Equivalents](index=19&type=section&id=Cash%20and%20cash%20equivalents) As of June 30, 2025, cash and cash equivalents decreased by **6.5%** to **RMB 149.2 million**, primarily due to increased sales revenue not yet collected, leading to higher trade receivables - Cash and cash equivalents decreased by approximately **6.5%** from approximately **RMB 159.6 million** as of December 31, 2024, to approximately **RMB 149.2 million**[86](index=86&type=chunk)[94](index=94&type=chunk) - Primarily due to increased sales revenue not yet collected in cash, leading to an increase in trade receivables and a decrease in cash[86](index=86&type=chunk)[94](index=94&type=chunk) [Capital Expenditure](index=19&type=section&id=Capital%20expenditure) Capital expenditure for the reporting period was approximately **RMB 0.1 million**, remaining largely consistent with the same period last year - For the six months ended June 30, 2025, capital expenditure was approximately **RMB 0.1 million**, largely consistent with the same period in 2024[87](index=87&type=chunk)[95](index=95&type=chunk) [Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures](index=19&type=section&id=Material%20acquisitions%20and%20disposal%20of%20subsidiaries%2C%20associates%20and%20joint%20ventures) As of June 30, 2025, the company had no material acquisitions or disposals of subsidiaries, associates, or joint ventures - As of June 30, 2025, the Company had no material acquisitions or disposals of subsidiaries, associates, or joint ventures[88](index=88&type=chunk)[96](index=96&type=chunk) [Plans for Material Investments or Acquisition of Capital Assets](index=19&type=section&id=Plans%20for%20material%20investments%20or%20acquisition%20of%20capital%20assets) As of June 30, 2025, the company had no plans for material investments or acquisitions of capital assets, other than those disclosed in the use of proceeds from listing - As of June 30, 2025, other than those disclosed in the "Use of Proceeds from the Listing" section of this interim report, the Company had no plans for material investments or acquisitions of capital assets in the future[89](index=89&type=chunk)[97](index=97&type=chunk) [Pledge of Assets](index=19&type=section&id=Pledge%20of%20assets) As of June 30, 2025, the company had no material pledge of assets - As of June 30, 2025, the Company had no material pledge of assets[90](index=90&type=chunk)[98](index=98&type=chunk) [Liquidity and Capital Sources](index=19&type=section&id=Liquidity%20and%20capital%20source) The company primarily funds its operations through cash flow from operating activities, bank borrowings, and net proceeds from listing, possessing sufficient liquidity with **RMB 149.2 million** in cash and cash equivalents, **RMB 77.9 million** in outstanding borrowings, and **RMB 37 million** in unutilized bank facilities as of June 30, 2025 - The Group primarily funds its operations with **cash generated from operations, borrowings, and net proceeds from the listing**[91](index=91&type=chunk)[99](index=99&type=chunk) - As of June 30, 2025, cash and cash equivalents were approximately **RMB 149.2 million**, with outstanding borrowings of approximately **RMB 77.9 million** (all due within one year)[100](index=100&type=chunk)[107](index=107&type=chunk) - As of June 30, 2025, unutilized bank facilities totaled **RMB 37 million**, indicating the Group has sufficient liquidity[100](index=100&type=chunk)[107](index=107&type=chunk) [Foreign Exchange Risk](index=20&type=section&id=Foreign%20exchange%20risk) The company's primary operations are in mainland China, with revenue and costs settled in RMB, but some monetary assets are denominated in HKD, exposing it to foreign exchange fluctuation risk; currently, there are no hedging plans, but management monitors and considers hedging when necessary - The Group's primary operations are in mainland China, with major revenue and costs settled in **RMB**, but some monetary assets are denominated in **HKD**, exposing it to **foreign exchange fluctuation risk**[101](index=101&type=chunk)[108](index=108&type=chunk) - The Group currently has no foreign exchange hedging plans, but management monitors foreign exchange fluctuation risk and considers hedging when necessary[101](index=101&type=chunk)[108](index=108&type=chunk) [Contingent Liabilities](index=20&type=section&id=Contingent%20liabilities) As of June 30, 2025, the company had no material contingent liabilities, consistent with the situation as of December 31, 2024 - As of June 30, 2025, the Group had no material contingent liabilities, consistent with the situation as of December 31, 2024[102](index=102&type=chunk)[109](index=109&type=chunk) [Employees and Remuneration Policies](index=20&type=section&id=Employees%20and%20Remuneration%20Policies) As of June 30, 2025, the company employed **6,801** staff, a decrease from **7,342** as of December 31, 2024, with remuneration policies referencing market levels and individual performance, complemented by a Restricted Share Unit Scheme and Share Award Scheme to attract and incentivize talent, and an employee diversity policy adopted in July 2025 - As of June 30, 2025, the Group employed **6,801** staff (December 31, 2024: **7,342** staff)[103](index=103&type=chunk)[110](index=110&type=chunk) - Remuneration policies reference market compensation and individual employee performance, qualifications, and experience, with outstanding performers eligible for discretionary year-end bonuses[104](index=104&type=chunk)[110](index=110&type=chunk) - The company has adopted a **Restricted Share Unit Scheme** (January 13, 2022) and a **Share Award Scheme** (June 26, 2023) to enhance incentive mechanisms, attract, and retain talent[105](index=105&type=chunk)[110](index=110&type=chunk) - The Group adopted an **employee diversity policy** in July 2025, aiming to fulfill social responsibility and promote equality and inclusion[106](index=106&type=chunk)[110](index=110&type=chunk) Corporate Governance and Other Information This section details the company's corporate governance practices, compliance with regulations, and other relevant information for the reporting period [Corporate Governance Code](index=21&type=section&id=Corporate%20Governance%20Code) The company is committed to maintaining good corporate governance and complied with all provisions of Appendix C1 of the Listing Rules' Corporate Governance Code during the reporting period, with a deviation where the Chairman and CEO roles are combined, an arrangement the Board believes benefits business prospects and will be reviewed periodically for operational efficiency - The company complied with all provisions of Appendix C1 of the Listing Rules' Corporate Governance Code during the reporting period, except for the combined roles of Chairman and Chief Executive Officer held by **Mr. Sun Guangjun**[111](index=111&type=chunk)[112](index=112&type=chunk)[115](index=115&type=chunk) - The Board believes this arrangement facilitates consistent leadership, timely and effective decision-making and implementation, and does not compromise the balance of power between the Board and management[113](index=113&type=chunk)[116](index=116&type=chunk) [Model Code for Securities Transactions](index=22&type=section&id=Model%20Code%20for%20Securities%20Transactions) The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers in Appendix C3 of the Listing Rules, and all directors confirmed compliance with the code during the reporting period - The company has adopted the **Model Code for Securities Transactions by Directors of Listed Issuers** in Appendix C3 of the Listing Rules[118](index=118&type=chunk)[120](index=120&type=chunk) - All Directors confirmed compliance with the provisions regarding Directors' securities transactions as set out in the Model Code during the reporting period[118](index=118&type=chunk)[120](index=120&type=chunk) [Interests and Short Positions of Directors and Chief Executive in the Shares, Underlying Shares and Debentures](index=22&type=section&id=Interests%20and%20Short%20Positions%20of%20Directors%20and%20Chief%20Executive%20in%20the%20Shares%2C%20Underlying%20Shares%20and%20Debenture) As of June 30, 2025, **Mr. Sun Guangjun** held **55.89%** of the company's shares through a family trust and controlled corporations, while **Mr. Yang Hong** held a **1.34%** beneficial interest Interests of Directors and Chief Executive in Shares | Name of Director | Capacity/Nature of Interest | Number of Shares/Underlying Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Sun Guangjun | Founder of Discretionary Trust/Interest in Controlled Corporation | 67,460,000 | 55.89% | | Mr. Yang Hong | Beneficial Interest | 1,620,240 | 1.34% | - All interests represent long positions, calculated based on the total number of **120,701,800** issued shares (including treasury shares) as of June 30, 2025[123](index=123&type=chunk) [Interests and Short Positions of Substantial Shareholders in Shares and Underlying Shares](index=24&type=section&id=Interests%20and%20Short%20Positions%20of%20Substantial%20Shareholders%20in%20Shares%20and%20Underlying%20Shares) As of June 30, 2025, excluding directors, **Ms. Tan Hui** (spouse of Mr. Sun Guangjun) was deemed to hold **55.89%** of shares, **Summit Plus** held **43.46%**, **Mr. Xia Jingtang** and his spouse **Ms. Yan Xiaohang** were deemed to hold **8.85%**, **Hengtai Trust** as trustee held **49.41%**, and **CMB Wing Lung Trust Company Limited** held **5.14%** Interests of Substantial Shareholders in Shares | Name | Nature of Interest | Number of Shares Held | Approximate Percentage of Total Issued Share Capital of the Company | | :--- | :--- | :--- | :--- | | Ms. Tan Hui | Interest of Spouse | 67,460,000 | 55.89% | | Summit Plus | Interest in Controlled Corporation | 52,460,000 | 43.46% | | Guangjun Sun Holdings | Beneficial Owner | 15,000,000 | 12.43% | | Junshu Holdings | Interest in Controlled Corporation | 15,000,000 | 12.43% | | Guangjun Holdings | Beneficial Owner | 52,460,000 | 43.46% | | Mr. Xia Jingtang | Founder of Discretionary Trust/Interest in Controlled Corporation | 10,680,000 | 8.85% | | Ms. Yan Xiaohang | Interest of Spouse | 10,680,000 | 8.85% | | Jonson Xia Smile Holdings | Interest in Controlled Corporation | 7,180,000 | 5.95% | | Hannah Xia Holdings | Beneficial Owner | 7,180,000 | 5.95% | | Hengtai Trust | Trustee | 59,640,000 | 49.41% | | Kuwei Holdings | Beneficial Owner | 8,375,400 | 6.94% | | CMB Wing Lung Trust Company Limited | Trustee | 6,208,000 | 5.14% | | Plus Group 2023 Limited | Beneficial Owner | 6,208,000 | 5.14% | - All interests represent long positions, calculated based on the total number of **120,701,800** issued shares (including treasury shares) as of June 30, 2025[127](index=127&type=chunk) [Restricted Share Unit Scheme](index=26&type=section&id=RSU%20Scheme) The company adopted a Restricted Share Unit Scheme on January 13, 2022, to incentivize employees, which does not involve the issuance or grant of restricted share units post-listing, with no units granted during the reporting period and no outstanding restricted share units as of the latest practicable date - The company adopted a **Restricted Share Unit Scheme** on January 13, 2022, to incentivize employees, directors, officers, and consultants[129](index=129&type=chunk)[134](index=134&type=chunk) - The scheme does not involve the issuance or grant of any restricted share units by the Company after listing and is not subject to the provisions of Chapter 17 of the Listing Rules[129](index=129&type=chunk)[134](index=134&type=chunk) - No grants were made under the Restricted Share Unit Scheme during the reporting period, and as of the latest practicable date, no restricted share units remained outstanding, with the company no longer issuing or granting further restricted share units[130](index=130&type=chunk)[134](index=134&type=chunk) [Share Award Scheme](index=26&type=section&id=Share%20Award%20Scheme) The company adopted a Share Award Scheme on June 26, 2023, to recognize, reward, and retain eligible participants, with no shares purchased by the trustee or awarded as of the latest practicable date, but **6,208,000** shares remain available for grant - The company adopted a **Share Award Scheme** on June 26, 2023, aimed at providing incentives and rewards to eligible participants[131](index=131&type=chunk)[135](index=135&type=chunk) - During the reporting period, the trustee did not purchase any shares in the open market for the Share Award Scheme, and as of the latest practicable date, no award shares had been granted to any grantees[136](index=136&type=chunk)[139](index=139&type=chunk) - As of the latest practicable date, **6,208,000** shares were available for grant under the Share Award Scheme, representing approximately **5.14%** of the Company's total issued shares[136](index=136&type=chunk)[139](index=139&type=chunk) [Purchase, Sale or Redemption of the Company's Securities](index=27&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Securities%20of%20the%20Company) The company's directors are authorized to repurchase up to **10%** of issued shares, with no listed securities purchased, sold, or redeemed by the company or its subsidiaries during the reporting period, and **4,891,600** treasury shares held as of the date of this interim report - Directors have been granted a general mandate by shareholders to repurchase up to **10%** of the total issued shares (excluding treasury shares) as of the date the relevant resolution was passed, amounting to **11,581,020** shares[137](index=137&type=chunk)[140](index=140&type=chunk) - During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[138](index=138&type=chunk)[140](index=140&type=chunk) - As of the date of this interim report, the Company held **4,891,600** treasury shares[138](index=138&type=chunk)[140](index=140&type=chunk) [Use of Proceeds from the Listing](index=28&type=section&id=Use%20of%20Proceeds%20from%20the%20Listing) The company listed on May 11, 2023, with net proceeds of approximately **HKD 206.7 million**, and as of June 30, 2025, portions have been utilized as planned, with some uses adjusted and delayed to flexibly support business development and respond to market uncertainties - Total proceeds from the listing were **HKD 265 million**, with net proceeds of approximately **HKD 206.7 million**[142](index=142&type=chunk)[143](index=143&type=chunk) Use of Proceeds from Listing and Utilization (As of June 30, 2025) | Use of Proceeds | Original Total (HKD in millions) | Revised Net Amount (HKD in millions) | Actual Net Amount Utilized as of June 30, 2025 (HKD in millions) | Unutilized Net Amount as of June 30, 2025 (HKD in millions) | Expected Timeline for Utilization | | :--- | :--- | :--- | :--- | :--- | :--- | | Strengthening Core Technological Capabilities and Basic R&D | 66.1 | 66.1 | 13.5 | 52.6 | Gradual utilization until December 31, 2027 | | Seeking Strategic Investments, Acquisitions, and Collaborations | 62.0 | — | — | — | — | | Enhancing Sales and Marketing Capabilities | 42.4 | 66.1 | 60.2 | 5.9 | Gradual utilization until December 31, 2027 | | Repaying Bank Borrowings | 15.5 | 15.5 | 15.5 | — | Fully utilized as of June 30, 2023 | | Working Capital | 20.7 | 59.0 | 59.0 | — | Fully utilized as of June 30, 2025 | | **Total** | **206.7** | **206.7** | **148.2** | **58.5** | | [Reasons and Benefits of the Change and Delay in the Use of Net Proceeds](index=29&type=section&id=Reasons%20and%20benefits%20of%20the%20change%20and%20delay%20in%20the%20use%20of%20net%20proceeds) The company adjusted the use of listing proceeds, reallocating **HKD 62 million** from strategic investments, acquisitions, and collaborations to sales and marketing capability enhancement and working capital, while expanding the scope of technology R&D, aiming to expand markets through joint ventures instead of acquisitions, cautiously address uncertainties in the Chinese retail market, and utilize financial resources more flexibly and effectively - The scope of "**Strengthening Core Technological Capabilities and Basic R&D**" has been expanded to adjust technological capabilities and R&D plans in a more flexible and effective manner, with no change in total amount or intensity[146](index=146&type=chunk)[149](index=149&type=chunk) - The original **HKD 62 million** allocated for "**Seeking Strategic Investments, Acquisitions, and Collaborations**" has been reallocated to "**Enhancing Sales and Marketing Capabilities**" and "**Working Capital**"[147](index=147&type=chunk)[150](index=150&type=chunk) - The reason for the change is the company's strategy to establish **joint ventures with business partners** instead of acquisitions to expand into new markets, as joint ventures require less initial investment capital and allow for shared operating risks[147](index=147&type=chunk)[150](index=150&type=chunk) - The expected timeline for "**Enhancing Sales and Marketing Capabilities**" and "**Working Capital**" has been delayed, primarily due to adjustments in business development and actual customer needs, as well as the adoption of the joint venture strategy[154](index=154&type=chunk)[158](index=158&type=chunk) [Audit Committee](index=31&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors, reviewed the unaudited interim report for the six months ended June 30, 2025; auditors issued qualified opinions on fund investments in 2023 and 2024 financial statements, but with the fund redeemed, no carry-over impact is expected on 2025 financials, and the company has strengthened investment policies and risk management - The Audit Committee comprises **three independent non-executive directors**, with **Mr. Lau Man Tak** serving as Chairman[159](index=159&type=chunk) - The interim report for the six months ended June 30, 2025, has been reviewed by the Audit Committee and by the independent auditor, **Rongcheng (Hong Kong) Certified Public Accountants Limited**[160](index=160&type=chunk)[162](index=162&type=chunk) - Both the former and current auditors issued **qualified opinions** due to scope limitations on fund investments in the 2023 and 2024 financial statements, as management was unable to obtain relevant supporting documents[161](index=161&type=chunk)[163](index=163&type=chunk)[164](index=164&type=chunk)[165](index=165&type=chunk) - As the fund was fully redeemed in March 2024, the auditors and Audit Committee believe the qualified opinion will not have a carry-over impact on the consolidated financial statements for the year ended December 31, 2025[166](index=166&type=chunk)[170](index=170&type=chunk) - The company has revised its investment policy, established an investment committee, and initiated legal action to recover unreturned guaranteed amounts to strengthen risk management[167](index=167&type=chunk)[170](index=170&type=chunk) [Dividend](index=32&type=section&id=Dividend) The Board does not recommend the payment of any dividend for the six months ended June 30, 2025, consistent with the same period last year - The Board does not recommend the payment of any dividend for the six months ended June 30, 2025 (June 30, 2024: nil)[168](index=168&type=chunk)[171](index=171&type=chunk) [Compliance with Laws and Regulations](index=33&type=section&id=Compliance%20with%20Laws%20and%20Regulations) The company is actively rectifying third-party agency arrangements for employee social insurance and housing provident funds, having established over **50** branch companies and completed account transfers for approximately **98.7%** of employees as of June 30, 2025, with the remaining **1.3%** still being processed due to practical difficulties; otherwise, the company complied with all material laws and regulations during the reporting period - The company is rectifying third-party agency arrangements for employee social insurance and housing provident funds, planning to establish branch companies and transfer accounts in no less than **25** Chinese cities[172](index=172&type=chunk)[179](index=179&type=chunk) - As of June 30, 2025, over **50** branch companies have been established, and account transfers for approximately **98.7%** of employees have been completed[173](index=173&type=chunk)[179](index=179&type=chunk) - The remaining **1.3%** of employee transfers are still being processed due to practical difficulties such as medical leave, accidental injuries, housing provident fund loan applications, or impending retirement[173](index=173&type=chunk)[179](index=179&type=chunk) - Save for the aforementioned disclosures, the Group complied with all material laws and regulations during the reporting period[175](index=175&type=chunk)[179](index=179&type=chunk) [Amendment of the Articles of Association](index=33&type=section&id=Amendment%20of%20the%20Articles%20of%20Association) During the reporting period, there were no amendments to the company's Articles of Association requiring disclosure under Rule 13.51(1) of the Listing Rules - During the reporting period, there were no amendments to the Articles of Association requiring disclosure under Rule 13.51(1) of the Listing Rules[176](index=176&type=chunk)[180](index=180&type=chunk) [Changes of Directors and Chief Executive](index=33&type=section&id=Changes%20of%20Directors%20and%20Chief%20Executive) During the reporting period, there were no changes in the information of the company's directors and chief executive requiring disclosure under Rule 13.51B(1) of the Listing Rules - During the reporting period, there were no changes in the information of the Company's directors and chief executive requiring disclosure under Rule 13.51B(1) of the Listing Rules[177](index=177&type=chunk)[181](index=181&type=chunk) [Significant Events After the Reporting Period](index=33&type=section&id=Significant%20Events%20After%20the%20Reporting%20Period) As of the date of this interim report, no significant subsequent events occurred after June 30, 2025 - The Group had no significant subsequent events after June 30, 2025, and up to the date of this interim report[178](index=178&type=chunk)[182](index=182&type=chunk) Interim Condensed Consolidated Statement of Comprehensive Income For the six months ended June 30, 2025, the company's revenue significantly increased to **RMB 1.6313 billion**, turning a loss into a profit of **RMB 7.984 million** for the period, with gross profit up **68.0%** but gross margin declining due to faster cost growth, and profit attributable to owners of the Company at **RMB 6.317 million**, with basic earnings per share of **RMB 0.06** Summary of Interim Condensed Consolidated Statement of Comprehensive Income | Metric | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | Revenue | 1,631,270 | 342,597 | | Cost of Services | (1,549,185) | (293,741) | | Gross Profit | 82,085 | 48,856 | | Administrative Expenses | (44,776) | (43,151) | | Selling and Marketing Expenses | (27,299) | (10,515) | | Research and Development Costs | (5,542) | (13,083) | | Other Income | 11,038 | 5,455 | | Other (Losses) Gains, Net | (474) | 10,301 | | Operating Profit (Loss) | 12,649 | (5,043) | | Finance (Cost) Income, Net | (890) | 451 | | Profit (Loss) Before Income Tax | 11,662 | (4,622) | | Income Tax (Expense) Credit | (3,678) | 855 | | Profit (Loss) for the Period | 7,984 | (3,767) | | Profit (Loss) for the Period Attributable to Owners of the Company | 6,317 | (3,493) | | Non-controlling Interests | 1,667 | (274) | | Basic Earnings (Loss) Per Share (RMB) | 0.06 | (0.03) | Interim Condensed Consolidated Statement of Financial Position As of June 30, 2025, the company's total assets were **RMB 810.9 million** and total equity was **RMB 490.7 million**, with trade receivables and contract assets forming a significant portion of current assets, cash and cash equivalents decreasing, and trade and other payables and borrowings being the main components of liabilities Summary of Interim Condensed Consolidated Statement of Financial Position | Metric | June 30, 2025 (RMB '000) | December 31, 2024 (RMB '000) | | :--- | :--- | :--- | | **ASSETS** | | | | Non-current Assets | 14,125 | 10,523 | | Current Assets | 796,784 | 790,185 | | Trade Receivables | 369,208 | 329,443 | | Contract Assets | 163,036 | 197,153 | | Cash and Cash Equivalents | 149,180 | 159,647 | | **Total Assets** | **810,909** | **800,708** | | **EQUITY** | | | | Equity Attributable to Owners of the Company | 483,872 | 477,555 | | Non-controlling Interests | 6,844 | 2,110 | | **Total Equity** | **490,716** | **479,665** | | **LIABILITIES** | | | | Non-current Liabilities | 2,476 | 1,224 | | Current Liabilities | 317,717 | 319,819 | | Trade and Other Payables | 180,372 | 176,129 | | Borrowings | 77,948 | 64,148 | | **Total Liabilities** | **320,193** | **321,043** | | **Total Equity and Liabilities** | **810,909** | **800,708** | Interim Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, the company's total equity increased from **RMB 479.7 million** to **RMB 490.7 million**, primarily due to profit for the period and contributions from non-controlling interests, with statutory reserves increasing and retained earnings slightly decreasing due to transfers to statutory reserves Summary of Interim Condensed Consolidated Statement of Changes in Equity | Metric | Balance as of January 1, 2025 (RMB '000) | Profit and Total Comprehensive Income for the Period (RMB '000) | Contributions from Non-Controlling Shareholders of Subsidiaries (RMB '000) | Transfer to Statutory Reserve (RMB '000) | Balance as of June 30, 2025 (RMB '000) | | :--- | :--- | :--- | :--- | :--- | :--- | | Share Capital | 159 | — | — | — | 159 | | Share Premium | 193,755 | — | — | — | 193,755 | | Other Reserves | 76,638 | — | — | 13,142 | 89,780 | | Retained Earnings | 207,003 | 6,317 | — | (13,142) | 200,178 | | **Subtotal Equity Attributable to Owners of the Company** | **477,555** | **6,317** | **—** | **—** | **483,872** | | Non-controlling Interests | 2,110 | 1,667 | 3,067 | — | 6,844 | | **Total Equity** | **479,665** | **7,984** | **3,067** | **—** | **490,716** | Interim Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, net cash outflow from operating activities was **RMB 2.246 million**, net cash inflow from investing activities was **RMB 1.262 million**, and net cash outflow from financing activities was **RMB 10.444 million**, resulting in cash and cash equivalents of **RMB 149.2 million** at period-end, a decrease from the beginning of the period Summary of Interim Condensed Consolidated Statement of Cash Flows | Metric | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (2,246) | (59,999) | | Net Cash From Investing Activities | 1,262 | 38,329 | | Net Cash (Used in) From Financing Activities | (10,444) | 13,718 | | Net Decrease in Cash and Cash Equivalents | (11,428) | (7,952) | | Cash and Cash Equivalents at Beginning of Period | 159,647 | 190,976 | | Cash and Cash Equivalents at End of Period | 149,180 | 183,542 | Notes to the Interim Financial Information This section provides detailed notes to the interim financial information, covering general company data, basis of preparation, accounting policies, estimates, risk management, and segment reporting [1 General Information](index=39&type=section&id=1%20GENERAL%20INFORMATION) The company was incorporated in the Cayman Islands on September 30, 2021, with shares listed on the Main Board of the Hong Kong Stock Exchange since May 2023, primarily engaging in customised marketing solutions, task and marketer matching services, marketer assignment services, and SaaS+ subscription and other services in China, with **Mr. Sun Guangjun** as the ultimate controlling party - The Company was incorporated in the Cayman Islands on **September 30, 2021**, with its shares listed on the Main Board of The Stock Exchange of Hong Kong Limited since **May 2023**[189](index=189&type=chunk)[193](index=193&type=chunk) - The Company and its subsidiaries are principally engaged in customised marketing solutions, task and marketer matching services, marketer assignment services, and SaaS+ subscription and other services in China[190](index=190&type=chunk)[193](index=193&type=chunk) - The ultimate controlling party of the Company is **Mr. Sun Guangjun**[190](index=190&type=chunk)[193](index=193&type=chunk) [2 Basis of Preparation](index=40&type=section&id=2%20BASIS%20OF%20PREPARATION) The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and this interim financial information is unaudited - The condensed consolidated financial statements are prepared in accordance with **Hong Kong Accounting Standard 34 "Interim Financial Reporting"** issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[192](index=192&type=chunk)[195](index=195&type=chunk) - This interim condensed consolidated financial information is **unaudited**[191](index=191&type=chunk)[194](index=194&type=chunk) [3 Material Accounting Policy Information](index=41&type=section&id=3%20MATERIAL%20ACCOUNTING%20POLICY%20INFORMATION) The accounting policies adopted in the condensed consolidated interim financial statements are consistent with those used in the preparation of the annual consolidated financial statements for the year ended December 31, 2024, and the application of amendments to Hong Kong Financial Reporting Standards during this period had no material impact on financial position and performance - The accounting policies adopted in the condensed consolidated interim financial statements are consistent with those used in the preparation of the annual consolidated financial statements for the year ended December 31, 2024[196](index=196&type=chunk)[200](index=200&type=chunk) - The application of amendments to Hong Kong Financial Reporting Standards (such as HKAS 21 "Lack of Exchangeability") during this interim period had no material impact on the Group's financial position and performance for the current and prior periods[197](index=197&type=chunk)[201](index=201&type=chunk) [4 Critical Accounting Estimates and Judgements](index=41&type=section&id=4%20CRITICAL%20ACCOUNTING%20ESTIMATES%20AND%20JUDGEMENTS) In preparing the condensed consolidated interim financial statements, the company's directors are required to make judgments, estimates, and assumptions regarding the amounts of assets, liabilities, income, and expenses, with the key sources of significant judgments and estimation uncertainty made by management in applying accounting policies being the same as those used in the consolidated financial statements for the year ended December 31, 2024 - In preparing the condensed consolidated interim financial statements, the Company's directors are required to make judgments, estimates, and assumptions regarding the amounts of assets, liabilities, income, and expenses, as well as the disclosures made[198](index=198&type=chunk)[202](index=202&type=chunk) - The key sources of significant judgments and estimation uncertainty made by management in applying the Group's accounting policies are the same as those used in the consolidated financial statements for the year ended December 31, 2024[199](index=199&type=chunk)[202](index=202&type=chunk) [5 Financial Risk Management and Financial Instruments](index=42&type=section&id=5%20FINANCIAL%20RISK%20MANAGEMENT%20AND%20FINANCIAL%20INSTRUMENTS) The company's business faces market risks (including foreign exchange risk, cash flow interest rate risk, and price risk), credit risk, and liquidity risk, with no changes in risk management policies since year-end, and the company analyzes the fair value of financial instruments based on the hierarchy of input data used in valuation methods - The Group's operations expose it to various financial risks: **market risk** (including foreign exchange risk, cash flow interest rate risk, and price risk), **credit risk**, and **liquidity risk**[203](index=203&type=chunk)[205](index=205&type=chunk) - There have been no changes in risk management policies since year-end[204](index=204&type=chunk)[206](index=206&type=chunk) - The Group analyzes the fair value of its financial instruments based on the hierarchy of input data used in the valuation methods for measuring fair value[205](index=205&type=chunk)[207](index=207&type=chunk) [6 Revenue and Segment Information](index=43&type=section&id=6%20REVENUE%20AND%20SEGMENT%20INFORMATION) The company's chairman considers the Group's business as a single operating segment, with total revenue of **RMB 1.6313 billion** for the six months ended June 30, 2025, primarily from task and marketer matching services, and all revenue and non-current assets located in China - The Company's chairman considers the Group's business as a **single operating segment**[208](index=208&type=chunk)[210](index=210&type=chunk) Revenue Breakdown | Business Segment | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | Customised Marketing Solutions | 371,744 | 264,776 | | Task and Marketer Matching Services | 1,220,423 | 56,296 | | Marketer Assignment Services | 11,492 | 11,960 | | SaaS+ Subscription and Other Services | 27,611 | 9,565 | | **Total** | **1,631,270** | **342,597** | - All of the Group's revenue was recognized over time during the period, and all revenue and non-current assets for the six months ended June 30, 2025, and 2024 were located in China[213](index=213&type=chunk)[214](index=214&type=chunk)[215](index=215&type=chunk) [7 Other Income and Other (Losses) Gains, Net](index=44&type=section&id=7%20OTHER%20INCOME%20AND%20OTHER%20(LOSSES)%20GAINS%2C%20NET) For the six months ended June 30, 2025, other income increased to **RMB 11.038 million**, primarily from government grants, while net other (losses) gains turned into a loss of **RMB 0.474 million**, mainly due to foreign exchange losses and a significant reduction in government-refunded social security payments in 2024 Other Income and Other (Losses) Gains, Net | Metric | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | **Other Income** | | | | Government Grants | 10,686 | 5,355 | | Others | 352 | 100 | | **Subtotal** | **11,038** | **5,455** | | **Other (Losses) Gains, Net** | | | | Foreign Exchange (Losses) Gains, Net | (459) | 562 | | Reversal of Social Insurance Refund to Customers | — | 9,466 | | Gain on Redemption of Other Financial Assets Measured at Amortised Cost | — | 302 | | Others | (15) | (29) | | **Subtotal** | **(474)** | **10,301** | - Government grants primarily include **employment subsidy programs and company registration subsidies**, with no unfulfilled conditions[219](index=219&type=chunk) - In 2024, due to COVID-19, the government waived social security payments, and the company recognized refundable amounts as other income, with no refundable balance remaining in 2025[219](index=219&type=chunk) - In March 2024, the Group redeemed two private offshore funds, recovering investment principal along with returns, recognizing a gain of approximately **RMB 0.302 million**[219](index=219&type=chunk) [8 Expenses by Nature](index=46&type=section&id=8%20EXPENSES%20BY%20NATURE) For the six months ended June 30, 2025, total expenses were **RMB 1.6268 billion**, with labor costs being the largest component at **RMB 1.3091 billion**, and online platform promotion expenses significantly increasing to **RMB 137.9 million** Summary of Expenses by Nature | Expense Item | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | Employee Benefit Expenses | 124,670 | 197,795 | | Labor Costs | 1,309,147 | 120,312 | | R&D and Technical Service Expenses | 5,542 | 9,753 | | Office Expenses | 8,519 | 8,099 | | Activity Consumables | 3,197 | 5,091 | | Online Platform Promotion Expenses | 137,879 | — | | Travel and Transportation Expenses | 27,464 | 14,091 | | Other Taxes and Levies | 7,224 | 2,332 | | Amortization and Depreciation | 1,729 | 1,026 | | Auditor's Remuneration | 525 | 525 | | Other Expenses | 906 | 1,466 | | **Total** | **1,626,802** | **360,490** | [9 Employee Benefit Expenses](index=46&type=section&id=9%20EMPLOYEE%20BENEFIT%20EXPENSES) For the six months ended June 30, 2025, employee benefit expenses were **RMB 124.7 million**, a decrease from **RMB 197.8 million** in the same period last year, primarily due to reductions in wages and salaries, discretionary bonuses, and retirement benefit scheme contributions Summary of Employee Benefit Expenses | Expense Item | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | Wages and Salaries | 93,294 | 143,520 | | Discretionary Bonuses | 2,440 | 6,361 | | Retirement Benefit Scheme Contributions | 18,945 | 34,792 | | Housing Benefits and Other Expenses | 9,991 | 13,122 | | **Total** | **124,670** | **197,795** | [10 Finance Income (Costs), Net](index=47&type=section&id=10%20FINANCE%20INCOME%20(COSTS)%2C%20NET) For the six months ended June 30, 2025, net finance income turned into a cost of **RMB 0.89 million**, primarily due to decreased bank interest income and increased interest expenses on bank borrowings, trade receivables factoring, lease liabilities, and amounts due to non-controlling shareholders Summary of Finance Income (Costs), Net | Metric | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | **Finance Income** | | | | Bank Interest Income | 1,351 | 1,799 | | **Finance Costs** | | | | Interest Expense on Bank Borrowings | (1,131) | (1,024) | | Interest on Factoring of Trade Receivables | (306) | (209) | | Interest Expense on Lease Liabilities | (270) | (42) | | Interest Expense on Amounts Due to Non-Controlling Shareholders | (534) | (73) | | **Finance (Costs) Income, Net** | **(890)** | **451** | [11 Income Tax (Expense) Credit](index=47&type=section&id=11%20INCOME%20TAX%20(EXPENSE)%20CREDIT) For the six months ended June 30, 2025, income tax expense increased to **RMB 3.678 million** from a credit of **RMB 0.855 million** in the prior year, primarily due to higher taxable income from increased core business profits; the company is exempt from income tax in the Cayman Islands and BVI, had no taxable profit in Hong Kong, and its Chinese subsidiaries are subject to a **25%** corporate income tax rate, with some high-tech and small-profit enterprises enjoying preferential rates - Group entities incorporated in the Cayman Islands and British Virgin Islands are **exempt from any income tax**[226](index=226&type=chunk)[227](index=227&type=chunk) - Hong Kong profits tax rate is **16.5%**, with no taxable profit during the reporting period, thus no provision was made[228](index=228&type=chunk)[232](index=232&type=chunk) - China corporate income tax is provided at a rate of **25%**; subsidiary Shanghai Ruosheng Mika Information Technology Co., Ltd., as a high-tech enterprise, enjoys a preferential income tax rate of **15%**[230](index=230&type=chunk)[231](index=231&type=chunk)[234](index=234&type=chunk) - Some Chinese subsidiaries qualify as "small-profit enterprises" and enjoy a two-tiered preferential tax rate: the first **RMB 1 million** is taxed at **20%**, and the excess is taxed at **25%**[235](index=235&type=chunk)[236](index=236&type=chunk) Summary of Income Tax Expense (Credit) | Metric | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | Current Income Tax — China Current Tax | 6,643 | 1,898 | | Deferred Tax | (2,965) | (2,753) | | **Total** | **3,678** | **(855)** | [12 Earnings (Loss) Per Share](index=50&type=section&id=12%20EARNING%20(LOSS)%20PER%20SHARE) For the six months ended June 30, 2025, basic earnings per share attributable to owners of the Company improved to **RMB 0.06** from a loss of **RMB 0.03** per share in the prior year, with diluted earnings per share being the same as basic earnings per share due to no outstanding potential ordinary shares in both periods Summary of Earnings (Loss) Per Share | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Profit (Loss) Attributable to Owners of the Company (RMB '000) | 6,317 | (3,493) | | Weighted Average Number of Ordinary Shares in Issue | 109,602,200 | 123,421,612 | | Basic Earnings (Loss) Per Share (RMB) | 0.06 | (0.03) | - Diluted earnings (loss) per share for both periods were the same as basic earnings per share, as there were no outstanding potential ordinary shares in either period[242](index=242&type=chunk)[245](index=245&type=chunk) [13 Dividend](index=50&type=section&id=13%20DIVIDEND) For the six months ended June 30, 2025, the company neither paid nor declared any dividends, consistent with the same period last year - No dividends were paid or declared for the six months ended June 30, 2025, nor have any dividends been declared since the end of the interim reporting period (for the six months ended June 30, 2024: nil)[243](index=243&type=chunk)[246](index=246&type=chunk) [14 Plant and Equipment](index=50&type=section&id=14%20PLANT%20AND%20EQUIPMENT) For the six months ended June 30, 2025, additions to plant and equipment amounted to approximately **RMB 0.089 million**, largely consistent with the same period last year, with no disposals of plant and equipment during the period - For the six months ended June 30, 2025, additions to plant and equipment amounted to approximately **RMB 0.089 million** (same period in 2024: **RMB 0.066 million**)[244](index=244&type=chunk)[247](index=247&type=chunk) - For the six months ended June 30, 2025, there were no disposals of plant and equipment (same period in 2024: **RMB 1 thousand**)[244](index=244&type=chunk)[247](index=247&type=chunk) [15 Trade Receivables, Deposits, Other Receivables and Prepayments](index=51&type=section&id=15%20TRADE%20RECEIVABLES%2C%20DEPOSITS%2C%20OTHER%20RECEIVABLES%20AND%20PREPAYMENTS) As of June 30, 2025, net trade receivables increased to **RMB 369.2 million**, primarily aged within **180** days, while total deposits, other receivables, and prepayments amounted to **RMB 113.5 million**, with significant portions being deposits paid to external labor service providers and prepayments for O2O instant retail marketing services to online platforms; the company has strengthened credit management, leading to a decrease in impairment provisions Net Trade Receivables and Ageing Analys

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 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 呈交日期: 2025年9月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 02486 | 說明 | 普通股 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 250,000,000 | USD | | 0.0002 | USD | | 50,000 | | 增加 / 減少 (-) | | | | | | | USD | | | | 本月底結存 | | | 250,000,000 | USD | | 0.0002 | USD | | 50,000 | 本月底法定/註冊股本總額： USD 50,000 公司名稱: ...

Core Viewpoint - The company reported a significant increase in total revenue and a turnaround in profitability for the six months ending June 30, 2025, driven by strategic initiatives in the AI sector [1] Financial Performance - Total revenue reached approximately RMB 1.6313 billion, an increase of about RMB 1.2887 billion, representing a year-on-year growth of approximately 376.1% [1] - The profit attributable to equity holders improved from a loss of approximately RMB 3.5 million for the six months ending June 30, 2024, to a profit of approximately RMB 6.3 million for the same period in 2025, marking an increase of about 280.0% [1] - Earnings per share attributable to the owners of the company was RMB 0.06 [1] Strategic Initiatives - The company has strengthened its core competitiveness through proactive positioning and continuous research and development in the AI field [1] - The strategic focus on capturing market share has enabled the company to achieve breakthroughs during a challenging market downturn, effectively countering increasing competitive pressures within the industry [1] - The company has not only expanded its current operational space but also laid a solid foundation for future growth [1]

Core Insights - The company reported a significant revenue increase of 376.1% for the first half of 2025, reaching 1.631 billion RMB, compared to the previous year [1] - The company achieved a profit attributable to shareholders of 6.317 million RMB, recovering from a loss of 3.493 million RMB in the same period last year [1] - Basic earnings per share were reported at 0.06 RMB, indicating a strong turnaround in financial performance [1] Revenue Breakdown - The customized marketing solutions segment generated approximately 371.7 million RMB in revenue, an increase of about 106.9 million RMB or 40.4% compared to the same period in 2024 [1] - The task and marketing personnel matching services segment saw revenue of approximately 1.2204 billion RMB, a substantial increase of about 1.1641 billion RMB or 2,067.7% year-on-year [1] - The marketing personnel dispatch services segment reported revenue of approximately 11.5 million RMB, reflecting a decrease of 4.2% [1] - The SaaS + subscription and other services segment achieved revenue of approximately 27.6 million RMB, marking a growth of 187.5% [1]

Core Insights - The company reported a significant revenue increase of 376.1% for the first half of 2025, reaching 1.631 billion RMB, compared to the previous year [1] - The company achieved a profit attributable to shareholders of 6.317 million RMB, a turnaround from a loss of 3.493 million RMB in the same period last year [1] - Basic earnings per share were reported at 0.06 RMB [1] Revenue Breakdown - The customized marketing solutions segment generated approximately 371.7 million RMB in revenue, an increase of about 106.9 million RMB or 40.4% compared to the same period in 2024 [1] - The task and marketing personnel matching services segment saw revenue of approximately 1.2204 billion RMB, a substantial increase of about 1.1641 billion RMB or 2,067.7% year-on-year [1] - The marketing personnel dispatch services segment reported revenue of approximately 11.5 million RMB, reflecting a decrease of 4.2% [1] - The SaaS + subscription and other services segment achieved revenue of approximately 27.6 million RMB, marking a growth of 187.5% [1]

[Company Information](index=1&type=section&id=Company%20Information) [Company Overview](index=1&type=section&id=Company%20Overview) Plus Group Holdings Inc. (Stock Code: 2486) released its unaudited interim results for the six months ended June 30, 2025, on August 29, 2025 - Company Name: **Plus Group Holdings Inc.**[2](index=2&type=chunk) - Stock Code: **2486**[2](index=2&type=chunk) - Reporting Period: Six months ended **June 30, 2025**[3](index=3&type=chunk) [Financial Highlights](index=1&type=section&id=Financial%20Highlights) [Key Financial Performance](index=1&type=section&id=Key%20Financial%20Performance) During the reporting period, the company's revenue significantly increased by 376.1% to RMB 1.631 billion, gross profit grew by 68.0% to RMB 82.085 million, achieving a turnaround with a profit of RMB 7.984 million for the period | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Period-over-Period Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 1,631,270 | 342,597 | 376.1% | | Gross Profit | 82,085 | 48,856 | 68.0% | | Profit (Loss) for the Period | 7,984 | (3,767) | 311.9% | | Profit (Loss) and Total Comprehensive Income (Expense) Attributable to Owners of the Company | 6,317 | (3,493) | 280.8% | [Selected Financial Ratios](index=2&type=section&id=Selected%20Financial%20Ratios) As of June 30, 2025, the company's revenue growth rate reached 376.1%, with a current ratio maintained at 2.5 times, indicating strong growth momentum and stable short-term solvency | Indicator | As of June 30, 2025 | As of December 31, 2024 | | :--- | :--- | :--- | | Revenue Growth | 376.1% | 44.1% | | Current Ratio (times) | 2.5 | 2.5 | | Total Equity (RMB thousands) | 490,716 | 479,665 | | Cash and Cash Equivalents (RMB thousands) | 149,180 | 159,647 | | Bank Borrowings (RMB thousands) | 77,948 | 64,148 | [Operating Metrics](index=3&type=section&id=Operating%20Metrics) During the reporting period, the number of paying customers significantly increased by 358.6% to 1,064, and average monthly active touchpoints doubled by 106.5% to 64,000, reflecting rapid business expansion and improved market penetration | Operating Metric | Six months ended June 30, 2025 | Six months ended June 30, 2024 | Period-over-Period Change (%) | | :--- | :--- | :--- | :--- | | Number of Paying Customers | 1,064 | 232 | 358.6% | | Total Cumulative Points of Sale | 4,452,000 | 4,430,000 | 0.5% | | Total Cumulative Touchpoints | 734,000 | 553,000 | 32.7% | | Average Monthly Active Touchpoints | 64,000 | 31,000 | 106.5% | [Management Discussion and Analysis](index=4&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=4&type=section&id=Business%20Review) Amid global economic downturn and high inflation, the Group achieved counter-cyclical growth, with total revenue increasing by 376.1% to RMB 1.631 billion, driven by AI technology R&D and market share expansion strategies, with significant growth across all core business segments, particularly a more than 20-fold increase in task and marketer matching services - Global economic recovery slowed, and the consumer market continued to downgrade, but AI technology and new energy industries injected new growth momentum[7](index=7&type=chunk) - The Group strengthened its core competitiveness through continuous R&D and deep application in AI, and firmly executed its strategy to capture market share[7](index=7&type=chunk) - Total revenue for the reporting period was approximately **RMB 1.631 billion**, representing a year-on-year increase of approximately **376.1%**[7](index=7&type=chunk) [Customized Marketing Solutions](index=4&type=section&id=Customized%20Marketing%20Solutions) By closely collaborating with retail channel partners and deepening O2O instant retail, combined with AI empowerment, the company consolidated market share and opened new channels - Consolidated market share and opened new channels through close cooperation with retail channel partners, deep cultivation in O2O instant retail, and AI intelligent empowerment[8](index=8&type=chunk) Customized Marketing Solutions Revenue | Business Segment | 2025 Revenue (RMB thousands) | Year-on-Year Growth (%) | | :--- | :--- | :--- | | Customized Marketing Solutions | 371,700 | 40.4% | [Task and Marketer Matching Services](index=5&type=section&id=Task%20and%20Marketer%20Matching%20Services) Leveraging AI R&D and application penetration, the company built business barriers, with rapid expansion of application businesses based on AI intelligent matching mechanisms - Rapid expansion of application businesses based on AI intelligent matching mechanisms, building business barriers through AI R&D and application penetration[9](index=9&type=chunk) Task and Marketer Matching Services Revenue | Business Segment | 2025 Revenue (RMB thousands) | Year-on-Year Growth (%) | | :--- | :--- | :--- | | Task and Marketer Matching Services | 1,220,400 | 2,067.7% | [SaaS+ Subscription and Other Services](index=5&type=section&id=SaaS%2B%E8%A8%82%E9%96%B1%E5%8F%8A%E5%85%B6%E4%BB%96%E6%9C%8D%E5%8B%99) With increasingly sophisticated digital, systematic, and intelligent platforms and services, the company provides more flexible and diversified comprehensive services, injecting new growth momentum - Provided more flexible and diversified comprehensive services, injecting new growth momentum as digital, systematic, and intelligent platforms and services matured[10](index=10&type=chunk) SaaS+ Subscription and Other Services Revenue | Business Segment | 2025 Revenue (RMB thousands) | Year-on-Year Growth (%) | | :--- | :--- | :--- | | SaaS+ Subscription and Other Services | 27,600 | 187.5% | [Marketer Secondment Services](index=5&type=section&id=Marketer%20Secondment%20Services) Affected by the overall offline retail market environment, brand client investment decreased, leading to a continuous decline in revenue for this business segment - Revenue for this business segment continuously declined due to reduced brand client investment, influenced by the overall offline retail market environment[11](index=11&type=chunk) Marketer Secondment Services Revenue | Business Segment | 2025 Revenue (RMB thousands) | Year-on-Year Decrease (%) | | :--- | :--- | :--- | | Marketer Secondment Services | 11,500 | 4.2% | [Business Outlook](index=6&type=section&id=Business%20Outlook) The company will continue to focus on its core AI intelligent matching advantages, expand into new channels and markets, deepen cooperation with channel partners, leverage capital advantages to explore overseas markets, enhance O2O instant retail development, and continuously increase investment in AI technology R&D to achieve long-term sustainable growth - Fully maintained the core advantage of **AI intelligent matching**, expanding into new channels, areas, and markets to capture more market share in matching services[12](index=12&type=chunk) - Maintained close cooperation with major channel partners, improved digital joint operation mechanisms, achieved data sharing and collaborative growth, and understood market dynamics through intelligent data models and AI analysis[12](index=12&type=chunk) - Leveraged capital advantages to focus on overseas market expansion, laid out cross-border trade, and built an integrated service system encompassing import/export, supply chain, marketing promotion, channel distribution, and omni-channel retail[12](index=12&type=chunk) - Deepened O2O instant retail development, explored innovative integration with terminal retail scenarios, and realized data asset monetization through precise marketing and intelligent distribution[12](index=12&type=chunk) - Continuously increased investment in **AI technology R&D**, deepened intelligent innovation and application iteration, and empowered full-chain business upgrades through AI-driven data insights[12](index=12&type=chunk) [Revenue Analysis](index=7&type=section&id=Revenue%20Analysis) The Group's total revenue achieved strong growth during the reporting period, reaching RMB 1.631 billion, a year-on-year increase of 376.1%, with task and marketer matching services contributing the most with over 20-fold growth, and SaaS+ subscription and other services also seeing nearly double growth - The Group's total revenue for the six months ended June 30, 2025, reached approximately **RMB 1.631 billion**, an increase of approximately **376.1%** compared to the same period in 2024[13](index=13&type=chunk) Revenue by Business Segment | Business Segment | 2025 Revenue (RMB thousands) | 2024 Revenue (RMB thousands) | Year-on-Year Growth (%) | | :--- | :--- | :--- | :--- | | Customized Marketing Solutions | 371,744 | 264,776 | 40.4% | | Task and Marketer Matching Services | 1,220,423 | 56,296 | 2,067.7% | | Marketer Secondment Services | 11,492 | 11,960 | -4.2% | | SaaS+ Subscription and Other Services | 27,611 | 9,565 | 187.5% | | **Total** | **1,631,270** | **342,597** | **376.1%** | [Customized Marketing Solutions Revenue](index=7&type=section&id=Customized%20Marketing%20Solutions%20Revenue) - Revenue was approximately **RMB 371.7 million**, a year-on-year increase of **40.4%**, primarily due to cultivation in O2O instant retail and deep cooperation with retail channel partners[14](index=14&type=chunk) [Task and Marketer Matching Services Revenue](index=8&type=section&id=Task%20and%20Marketer%20Matching%20Services%20Revenue) - Revenue was approximately **RMB 1.220 billion**, a year-on-year increase of **2,067.7%**, primarily due to the launch of a new matching business platform, with approximately **940** contracted service customers and an average customer transaction value of approximately **RMB 1.3 million**[15](index=15&type=chunk) [Marketer Secondment Services Revenue](index=8&type=section&id=Marketer%20Secondment%20Services%20Revenue) - Revenue was approximately **RMB 11.5 million**, a year-on-year decrease of **4.2%**, primarily due to the Group continuously reducing the number of seconded personnel, affected by market conditions[15](index=15&type=chunk) [SaaS+ Subscription and Other Services Revenue](index=8&type=section&id=SaaS%2B%E8%A8%82%E9%96%B1%E5%8F%8A%E5%85%B6%E4%BB%96%E6%9C%8D%E5%8B%99%E6%94%B6%E5%85%A5) - Revenue was approximately **RMB 27.6 million**, a year-on-year increase of **187.5%**, primarily due to the increasing maturity of systematic and intelligent platforms, enhanced application service capabilities, and expanded service flexibility and applicability[16](index=16&type=chunk) [Cost, Gross Profit and Gross Margin Analysis](index=8&type=section&id=Cost,%20Gross%20Profit%20and%20Gross%20Margin%20Analysis) During the reporting period, total costs significantly increased by 427.5% to RMB 1.549 billion, and gross profit grew by 67.9% to RMB 82.1 million; however, the gross margin decreased from 14.3% to 5.0% due to the company's strategy of capturing market share through low pricing - Total costs were approximately **RMB 1.549 billion**, an increase of approximately **RMB 1.255 billion** or **427.5%** compared to the same period in 2024[17](index=17&type=chunk) - The increase in costs outpaced revenue growth, primarily due to prioritizing market share capture and ensuring service quality during rapid expansion, with a corresponding reduction in profit expectations[18](index=18&type=chunk) Gross Profit and Gross Margin | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Gross Profit | 82,100 | 48,900 | 67.9% | | Gross Margin | 5.0% | 14.3% | -9.3% | - The decline in gross margin was primarily due to the task and marketer matching services business rapidly capturing market share through a low-price model, leading to a significant decrease in gross profit levels[19](index=19&type=chunk) [Expense Analysis](index=9&type=section&id=Expense%20Analysis) Administrative expenses remained largely flat, while sales and marketing expenses significantly increased by 160.0% due to the growth in task and marketer matching services; R&D expenses decreased by 58.0% as AI applications enhanced in-house operational capabilities Expense Breakdown | Expense Type | 2025 (RMB thousands) | 2024 (RMB thousands) | Year-on-Year Change (%) | Primary Reason | | :--- | :--- | :--- | :--- | :--- | | Administrative Expenses | 44,800 | 43,200 | 3.7% | Growth in task and marketer matching services, overall change not significant | | Sales and Marketing Expenses | 27,300 | 10,500 | 160.0% | Growth in task and marketer matching services | | Research and Development Expenses | 5,500 | 13,100 | -58.0% | Enhanced in-house operational capabilities by integrating AI applications | [Other Income and Expense Items](index=10&type=section&id=Other%20Income%20and%20Expense%20Items) Other income doubled due to increased government subsidies, while other (losses) net income turned from profit to loss, primarily affected by reduced social security refunds and decreased exchange gains; impairment losses on financial assets decreased, net finance income turned into cost, and income tax expense significantly rose due to increased core business profits Other Income and Other (Losses) Net Income | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | Year-on-Year Change (%) | Primary Reason | | :--- | :--- | :--- | :--- | :--- | | Other Income | 11,000 | 5,500 | 100.0% | Increased government policy subsidies received | | Other (Losses) Net Income | (500) | 10,300 | -104.9% | Significant reduction in government social security payments to alleviate COVID-19 impact, and decrease in HKD exchange gains | | Net Impairment Losses on Trade Receivables, Contract Assets and Other Receivables | (2,400) | (2,900) | -17.2% | Strengthened credit management, improved quality of trade receivables and contract assets | | Net Finance (Costs) Income | (900) | 500 | -280.0% | Central bank interest rate cuts led to lower asset yields | | Income Tax (Expense) Credit | (3,700) | 900 | 311.1% | Increased profits in core business segments, leading to higher taxable income | - Profit attributable to equity holders of the Company turned from a loss of approximately **RMB 3.5 million** in the same period of 2024 to a profit of approximately **RMB 6.3 million**, an increase of **280.0%**[28](index=28&type=chunk) [Financial Position and Liquidity](index=11&type=section&id=Financial%20Position%20and%20Liquidity) Cash and cash equivalents slightly decreased, primarily due to increased sales revenue not yet collected; the company has no significant asset pledges or contingent liabilities, possesses ample liquidity, and primarily meets funding needs through operating cash flow, bank borrowings, and IPO proceeds - Cash and cash equivalents decreased by **6.5%** from approximately **RMB 159.6 million** as of December 31, 2024, to approximately **RMB 149.2 million** as of June 30, 2025, primarily due to increased sales revenue not yet collected in a timely manner[29](index=29&type=chunk) - Capital expenditure remained largely flat at approximately **RMB 0.1 million** in both reporting periods[30](index=30&type=chunk) - As of June 30, 2025, the Company had no significant acquisitions or disposals of subsidiaries, associates, and joint ventures, nor any significant asset pledges or material contingent liabilities[31](index=31&type=chunk)[33](index=33&type=chunk)[36](index=36&type=chunk) - The Group primarily funds its operations with cash generated from operations, borrowings, and net proceeds from its listing, possessing ample liquidity to meet daily management and capital expenditure requirements[34](index=34&type=chunk) - As of June 30, 2025, outstanding borrowings were approximately **RMB 77.9 million**, all due within one year, with unutilized bank credit totaling **RMB 37.0 million**[34](index=34&type=chunk) - The Group's principal operations are in mainland China, with major revenues and costs settled in RMB; some monetary assets are denominated in HKD, exposing the Group to exchange rate fluctuation risks, but currently there are no foreign exchange hedging plans[35](index=35&type=chunk) [Employees and Remuneration Policy](index=12&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the Group employed 6,801 staff, a decrease from the end of 2024; the company's remuneration policy references market levels and employee performance, and includes restricted share unit and share award schemes to attract and incentivize talent, while also adopting an employee diversity policy - As of June 30, 2025, the Group employed **6,801 staff** (December 31, 2024: 7,342 staff)[37](index=37&type=chunk) - Remuneration policy references market compensation, employee performance, qualifications, and experience, and provides discretionary year-end bonuses[37](index=37&type=chunk) - Restricted Share Unit Scheme (January 13, 2022) and Share Award Scheme (June 26, 2023) have been adopted to improve incentive mechanisms, attract, and retain talent[37](index=37&type=chunk) - An employee diversity policy was adopted in July 2025, aiming to fulfill social responsibility and promote equality and inclusion[37](index=37&type=chunk) [Interim Condensed Consolidated Financial Statements](index=13&type=section&id=Interim%20Condensed%20Consolidated%20Financial%20Statements) [Interim Condensed Consolidated Statement of Comprehensive Income](index=13&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) For the six months ended June 30, 2025, the Group achieved revenue of RMB 1.631 billion, gross profit of RMB 82.085 million, and a profit for the period of RMB 7.984 million, successfully turning losses into profit, with basic earnings per share of RMB 0.06 Interim Condensed Consolidated Statement of Comprehensive Income | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Revenue | 1,631,270 | 342,597 | | Cost of Services | (1,549,185) | (293,741) | | Gross Profit | 82,085 | 48,856 | | Operating Profit (Loss) | 12,649 | (5,043) | | Profit (Loss) for the Period | 7,984 | (3,767) | | Profit (Loss) and Total Comprehensive Income (Expense) Attributable to Owners of the Company | 6,317 | (3,493) | | Basic Earnings (Loss) Per Share (RMB) | 0.06 | (0.03) | [Interim Condensed Consolidated Statement of Financial Position](index=14&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's total assets were RMB 810.9 million, and total equity was RMB 490.7 million; trade receivables and contract assets accounted for a larger proportion of current assets, while current liabilities primarily included trade and other payables and borrowings Interim Condensed Consolidated Statement of Financial Position | Item | As of June 30, 2025 (RMB thousands) | As of December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | **Assets** | | | | Total Non-current Assets | 14,125 | 10,523 | | Total Current Assets | 796,784 | 790,185 | | **Total Assets** | **810,909** | **800,708** | | **Equity** | | | | Equity Attributable to Owners of the Company | 483,872 | 477,555 | | Non-controlling Interests | 6,844 | 2,110 | | **Total Equity** | **490,716** | **479,665** | | **Liabilities** | | | | Total Non-current Liabilities | 2,476 | 1,224 | | Total Current Liabilities | 317,717 | 319,819 | | **Total Liabilities** | **320,193** | **321,043** | | **Total Equity and Liabilities** | **810,909** | **800,708** | [Notes to the Interim Financial Information](index=16&type=section&id=Notes%20to%20the%20Interim%20Financial%20Information) [General Information](index=16&type=section&id=General%20Information) Plus Group Holdings Inc. was incorporated in the Cayman Islands on September 30, 2021, and listed on the Main Board of the Hong Kong Stock Exchange in May 2023; the company primarily engages in customized marketing solutions, task and marketer matching services, and other businesses in China, with Mr. Sun Guangjun as the ultimate controlling party - The Company was incorporated in the Cayman Islands on **September 30, 2021**, and listed on the Main Board of the Hong Kong Stock Exchange in **May 2023**[42](index=42&type=chunk) - Principal businesses include customized marketing solutions, task and marketer matching services, marketer secondment services, and SaaS+ subscription and other services[42](index=42&type=chunk) - The ultimate controlling party is **Mr. Sun Guangjun**[42](index=42&type=chunk) [Basis of Preparation and Accounting Policies](index=16&type=section&id=Basis%20of%20Preparation%20and%20Accounting%20Policies) The condensed consolidated financial statements are prepared in accordance with HKAS 34 and the Listing Rules, with accounting policies consistent with the 2024 annual consolidated financial statements, and new amendments applied had no significant impact on the financial position - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[44](index=44&type=chunk) - The accounting policies adopted are consistent with those applied in the preparation of the annual consolidated financial statements for the year ended December 31, 2024[45](index=45&type=chunk) - The application of amendments to Hong Kong Financial Reporting Standards during this interim period had no significant impact on the Group's financial position and performance[46](index=46&type=chunk) [Revenue and Segment Information](index=17&type=section&id=Revenue%20and%20Segment%20Information) The Group's Chairman is identified as the chief operating decision maker, viewing the Group's business as a single operating segment; all revenue is recognized over time during the period, and all revenue and non-current assets are located in China - The Chairman of the Company views the Group's business as a **single operating segment**[47](index=47&type=chunk) Revenue by Business Segment | Business Segment | 2025 Revenue (RMB thousands) | 2024 Revenue (RMB thousands) | | :--- | :--- | :--- | | Customized Marketing Solutions | 371,744 | 264,776 | | Task and Marketer Matching Services | 1,220,423 | 56,296 | | Marketer Secondment Services | 11,492 | 11,960 | | SaaS+ Subscription and Other Services | 27,611 | 9,565 | | **Total** | **1,631,270** | **342,597** | - All of the Group's revenue was recognized over time during the period, and all revenue and non-current assets are located in China[48](index=48&type=chunk)[49](index=49&type=chunk) [Other Income and Other (Losses) Net Income](index=17&type=section&id=Other%20Income%20and%20Other%20(Losses)%20Net%20Income) Other income, primarily from government grants, increased by 100% year-on-year; other (losses) net income turned from profit to loss, mainly due to a significant reduction in government social security payment refunds to alleviate COVID-19 impacts and a decrease in exchange gains from HKD Other Income and Other (Losses) Net Income Details | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | **Other Income** | | | | Government Grants | 10,686 | 5,355 | | Others | 352 | 100 | | **Total** | **11,038** | **5,455** | | **Other (Losses) Net Income** | | | | Net Foreign Exchange (Losses) Gains | (459) | 562 | | Refund of social insurance contributions to customers | — | 9,466 | | Gains on redemption of other financial assets measured at amortized cost | — | 302 | | Others | (15) | (29) | | **Total** | **(474)** | **10,301** | - Government grants primarily included employment subsidy programs and company registration subsidies, with no unfulfilled conditions or other contingencies attached[52](index=52&type=chunk) - The social security refund in 2024 was **RMB 48,015,000**, as management believed the statute of limitations and legal liability for refund had expired[52](index=52&type=chunk) [Expenses by Nature](index=18&type=section&id=Expenses%20by%20Nature) The Group's total expenses significantly increased, primarily driven by substantial growth in labor costs and online platform promotion expenses; employee benefit expenses decreased, while travel and transportation expenses, other taxes, and levies all increased Expenses by Nature | Expense Type | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Employee Benefit Expenses (including directors' emoluments) | 124,670 | 197,795 | | Labor Costs | 1,309,147 | 120,312 | | Research and Development and Technical Service Expenses | 5,542 | 9,753 | | Office Expenses | 8,519 | 8,099 | | Activity Consumables | 3,197 | 5,091 | | Online Platform Promotion Expenses | 137,879 | — | | Travel and Transportation Expenses | 27,464 | 14,091 | | Other Taxes and Levies | 7,224 | 2,332 | | Amortization and Depreciation | 1,729 | 1,026 | | Auditor's Remuneration | 525 | 525 | | Other Expenses | 906 | 1,466 | | **Total** | **1,626,802** | **360,490** | [Net Finance Income (Costs)](index=19&type=section&id=Net%20Finance%20Income%20(Costs)) Net finance income turned from income in the same period of 2024 to costs in 2025, primarily due to decreased bank interest income and increased interest expenses on bank borrowings, trade receivables factoring, lease liabilities, and interest payable to a non-controlling shareholder Net Finance Income (Costs) | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | **Finance Income** | | | | Bank interest income | 1,351 | 1,799 | | **Finance Costs** | | | | Interest expense on bank borrowings | (1,131) | (1,024) | | Interest on factoring of trade receivables | (306) | (209) | | Interest expense on lease liabilities | (270) | (42) | | Interest expense on amount due to a non-controlling shareholder | (534) | (73) | | **Net Finance (Costs) Income** | **(890)** | **451** | [Income Tax (Expense) Credit](index=19&type=section&id=Income%20Tax%20(Expense)%20Credit) The Group's income tax turned from a credit in the same period of 2024 to an expense in 2025, primarily due to increased profits in core business segments in China; some Chinese subsidiaries enjoy preferential tax rates as high-tech enterprises or small-profit enterprises - Companies registered in the Cayman Islands and British Virgin Islands are exempt from income tax, and no Hong Kong profits tax provision was made due to no assessable profits in Hong Kong[54](index=54&type=chunk)[55](index=55&type=chunk) - China corporate income tax is provided at a rate of **25%**, but Shanghai Ruosheng Mika Information Technology Co., Ltd. enjoys a preferential tax rate of **15%** as a high-tech enterprise[57](index=57&type=chunk) - Some Chinese subsidiaries qualify as 'small-profit enterprises' and enjoy preferential income tax rates[57](index=57&type=chunk) Income Tax (Expense) Credit | Item | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Current income tax — China current tax | 6,643 | 1,898 | | Deferred tax | (2,965) | (2,753) | | **Total** | **3,678** | **(855)** | [Earnings (Loss) Per Share](index=21&type=section&id=Earnings%20(Loss)%20Per%20Share) Profit attributable to owners of the Company turned from a loss of RMB 3.493 million in the same period of 2024 to a profit of RMB 6.317 million in 2025, with basic earnings per share of RMB 0.06; diluted earnings per share were the same as basic earnings per share due to no outstanding potential ordinary shares Earnings (Loss) Per Share | Item | 2025 | 2024 | | :--- | :--- | :--- | | Profit (Loss) attributable to owners of the Company (RMB thousands) | 6,317 | (3,493) | | Weighted average number of ordinary shares in issue | 109,602,200 | 123,421,612 | | Basic earnings (loss) per share (RMB) | 0.06 | (0.03) | - Diluted earnings (loss) per share were the same as basic earnings per share for both periods, as there were no outstanding potential ordinary shares[62](index=62&type=chunk) [Dividends](index=21&type=section&id=Dividends) For the six months ended June 30, 2025, the Company neither paid nor declared any dividends - No dividends were paid or declared for the six months ended June 30, 2025[63](index=63&type=chunk) [Trade Receivables, Deposits, Other Receivables and Prepayments](index=21&type=section&id=Trade%20Receivables,%20Deposits,%20Other%20Receivables%20and%20Prepayments) Net trade receivables increased to RMB 369.2 million, with most aged within 180 days; total deposits, other receivables, and prepayments increased to RMB 113.5 million, primarily comprising deposits paid to external labor service providers and prepayments for online platform O2O instant retail marketing services Trade Receivables, Deposits, Other Receivables and Prepayments | Item | As of June 30, 2025 (RMB thousands) | As of December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Net trade receivables | 369,208 | 329,443 | | Impairment allowance for trade receivables | (4,333) | (1,786) | | **Aging analysis of gross trade receivables** | | | | 1 to 60 days | 238,015 | 218,551 | | 61 to 120 days | 120,862 | 100,222 | | 121 to 180 days | 14,381 | 11,955 | | Over 180 days | 283 | 501 | | **Deposits, other receivables and prepayments** | | | | Deposits paid to external labor service providers | 46,085 | 42,457 | | Prepayments for online platform O2O instant retail marketing services | 19,756 | 16,221 | | Other prepayments to suppliers | 37,241 | 32,133 | | **Total current portion** | **113,472** | **103,920** | - Standard payment terms generally range from **30 to 180 days**, with trade receivables primarily aged within **180 days** after invoice issuance[65](index=65&type=chunk) - The maximum exposure to credit risk is the carrying amount of each class of receivables mentioned above[67](index=67&type=chunk) [Contract Assets](index=23&type=section&id=Contract%20Assets) Net contract assets decreased to RMB 163.0 million, with contract assets for customized marketing solutions and marketer secondment services declining, and contract assets for task and marketer matching services also slightly decreasing Contract Assets by Business Segment | Business Segment | As of June 30, 2025 (RMB thousands) | As of December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Customized Marketing Solutions | 107,700 | 125,762 | | Task and Marketer Matching Services | 3,578 | 6,235 | | Marketer Secondment Services | 52,463 | 63,147 | | SaaS+ Subscription and Other Services | 1,404 | 4,346 | | **Contract Assets — Net** | **163,036** | **197,153** | | Impairment allowance for contract assets | (2,109) | (2,337) | - The Group's contract assets are denominated in RMB and initially recognized at the total transaction price[68](index=68&type=chunk) [Trade and Other Payables](index=23&type=section&id=Trade%20and%20Other%20Payables) Total trade and other payables increased to RMB 180.4 million; trade payables increased, while other payables (including accrued staff costs, accrued expenses, etc.) slightly decreased Trade and Other Payables | Item | As of June 30, 2025 (RMB thousands) | As of December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Trade payables | 70,778 | 51,513 | | Other payables: | | | | — Accrued staff costs | 72,931 | 84,223 | | — Accrued expenses | 13,432 | 9,278 | | — Reimbursements and refunds payable | 267 | 3,335 | | — Other taxes payable | 22,964 | 27,780 | | **Total** | **180,372** | **176,129** | | **Aging analysis of trade payables** | | | | Up to 90 days | 70,778 | 51,513 | - Trade and other payables are denominated in RMB, and their carrying amounts approximate their fair values[70](index=70&type=chunk) [Borrowings](index=24&type=section&id=Borrowings) The Group's bank borrowings increased to RMB 77.948 million, all due within one year; the weighted average annual interest rate was 2.96%, a decrease from the end of 2024; all borrowings are corporate guaranteed by a subsidiary of the Company, with some also government guaranteed Borrowings | Item | As of June 30, 2025 (RMB thousands) | As of December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Bank borrowings | 77,948 | 64,148 | | Weighted average annual interest rate | 2.96% | 3.37% | - All bank borrowings are due within one year and are corporate guaranteed by a subsidiary of the Company[71](index=71&type=chunk) - Part of the borrowings (**RMB 10,000,000**) are guaranteed by a government guarantor[71](index=71&type=chunk) - The Group has complied with the financial covenants of its borrowings[71](index=71&type=chunk) [Other Information](index=25&type=section&id=Other%20Information) [Purchase, Sale or Redemption of the Company's Securities](index=25&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20the%20Company's%20Securities) During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any listed securities; the company holds 4,891,600 treasury shares and has shareholder authorization to repurchase up to 10% of the total issued shares - Directors have been granted a general mandate by shareholders to repurchase up to **10%** of the total issued shares as of the date of the relevant resolution, amounting to **11,581,020 shares**[72](index=72&type=chunk) - During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[72](index=72&type=chunk) - As of the date of this announcement, the Company holds **4,891,600 treasury shares**[72](index=72&type=chunk) [Dividend Policy](index=25&type=section&id=Dividend%20Policy) The Board does not recommend the payment of any dividends for the six months ended June 30, 2025 - The Board does not recommend the payment of any dividends for the six months ended June 30, 2025[73](index=73&type=chunk) [Corporate Governance Code](index=25&type=section&id=Corporate%20Governance%20Code) The Company complies with all code provisions of Appendix C1 of the Listing Rules' Corporate Governance Code, except for Mr. Sun Guangjun serving as both Chairman and Chief Executive Officer, deviating from code provision C.2.1; the Board believes this arrangement ensures consistent leadership and timely decision-making, with the Board structure balancing power and authority - The Company complies with all code provisions of Appendix C1 of the Listing Rules' Corporate Governance Code, except for Mr. Sun Guangjun serving as both Chairman and Chief Executive Officer, deviating from code provision **C.2.1**[74](index=74&type=chunk) - The Board believes that Mr. Sun Guangjun's dual role as Chairman and Chief Executive Officer ensures consistent leadership and timely, effective decision-making for the Group[75](index=75&type=chunk) - The Board comprises two executive directors and three independent non-executive directors, possessing strong independent elements to ensure a balance of power and authority[75](index=75&type=chunk) [Standard Code for Securities Transactions](index=26&type=section&id=Standard%20Code%20for%20Securities%20Transactions) The Company has adopted the Standard Code for Securities Transactions by Directors of Listed Issuers in Appendix C3 of the Listing Rules, and all Directors confirmed compliance with the code during the reporting period - The Company has adopted the Standard Code for Securities Transactions by Directors of Listed Issuers in Appendix C3 of the Listing Rules[76](index=76&type=chunk) - All Directors confirmed their compliance with the requirements regarding Directors' securities transactions as set out in the Standard Code during the reporting period[76](index=76&type=chunk) [Audit Committee](index=26&type=section&id=Audit%20Committee) The Audit Committee, composed of three independent non-executive directors, has reviewed the interim results; auditors issued qualified opinions on transactions related to two private offshore fund investments in the 2023 and 2024 consolidated financial statements due to scope limitations; the Group has taken steps to improve investment policies and communication mechanisms and initiated legal action against the fund - The Audit Committee comprises three independent non-executive directors, with Mr. Liu Wende serving as Chairman[77](index=77&type=chunk) - The interim results for the six months ended June 30, 2025, are unaudited but have been reviewed by the Audit Committee and by Rongcheng (Hong Kong) CPA Limited, the independent auditor[78](index=78&type=chunk) - The auditors issued qualified opinions on transactions related to two private offshore fund investments in the 2023 and 2024 consolidated financial statements due to insufficient appropriate audit evidence[79](index=79&type=chunk)[80](index=80&type=chunk) - The Group has revised its investment policy, established an investment committee, and initiated legal action to demand the return of outstanding guaranteed amounts from these funds[81](index=81&type=chunk) [Use of Proceeds from Listing](index=29&type=section&id=Use%20of%20Proceeds%20from%20Listing) The Company listed in May 2023, with net proceeds of approximately HKD 206.7 million; as of June 30, 2025, HKD 148.2 million has been utilized, primarily for enhancing sales and marketing capabilities, repaying bank borrowings, and working capital; funds for strengthening core technological capabilities and basic R&D will be gradually used until December 31, 2027 - Total net proceeds from the listing were approximately **HKD 206.7 million**[82](index=82&type=chunk) Use of Proceeds from Listing | Use of Proceeds | Revised Net Proceeds (HKD millions) | Actual Net Amount Used as of June 30, 2025 (HKD millions) | Unused Net Amount as of June 30, 2025 (HKD millions) | Expected Timeline | | :--- | :--- | :--- | :--- | :--- | | Strengthening the Company's core technological capabilities and basic R&D | 66.1 | 13.5 | 52.6 | Gradually utilized until December 31, 2027 | | Enhancing the Company's sales and marketing capabilities | 66.1 | 60.2 | 5.9 | Gradually utilized until December 31, 2027 | | Repaying the Company's bank borrowings | 15.5 | 15.5 | — | Fully utilized as of June 30, 2023 | | Working capital | 59.0 | 59.0 | — | Fully utilized as of June 30, 2025 | | **Total** | **206.7** | **148.2** | **58.5** | | [Significant Events After Reporting Period](index=30&type=section&id=Significant%20Events%20After%20Reporting%20Period) The Group had no significant subsequent events after June 30, 2025, and up to the date of this announcement - The Group had no significant subsequent events after June 30, 2025, and up to the date of this announcement[83](index=83&type=chunk) [Publication of Interim Results and 2025 Interim Report](index=30&type=section&id=Publication%20of%20Interim%20Results%20and%202025%20Interim%20Report) The interim results announcement has been published on the HKEX website and the Company's website, and the 2025 interim report containing all information required by the Listing Rules will be dispatched to shareholders and published on the websites in due course - The interim results announcement has been published on the HKEX website (www.hkexnews.hk) and the Company's website (www.plscn.com)[84](index=84&type=chunk) - The Company's interim report for the six months ended June 30, 2025, containing all information required by the Listing Rules, will be dispatched to shareholders and published on the aforementioned websites in due course[84](index=84&type=chunk) [Definitions](index=30&type=section&id=Definitions) [Definition of Terms](index=30&type=section&id=Definition%20of%20Terms) This section provides definitions for key terms and abbreviations used in the report, including company names, regulatory bodies, financial reporting standards, business models, and geographical areas, to ensure clear understanding of the report content - “The Company” refers to **Plus Group Holdings Inc.**, an exempted company incorporated in the Cayman Islands on **September 30, 2021**, whose shares are listed on the Main Board of the Stock Exchange (Stock Code: **2486**)[85](index=85&type=chunk) - “The Group” refers to the Company and its subsidiaries[85](index=85&type=chunk) - “Reporting Period” refers to the six months ended **June 30, 2025**[86](index=86&type=chunk) - “SaaS” refers to **Software as a Service**, a cloud-based software licensing and delivery model[86](index=86&type=chunk)

[Supplemental Announcement Overview](index=1&type=section&id=Supplemental%20Announcement%20to%20the%202024%20Annual%20Report) This announcement provides supplementary information to the 2024 Annual Report regarding the use of listing proceeds and the share award scheme [Purpose of the Announcement](index=1&type=section&id=Purpose%20of%20the%20Announcement) This announcement supplements the 2024 Annual Report with additional details on the use of listing proceeds and the share award scheme to meet disclosure requirements - This announcement is a supplement to the 2024 Annual Report, primarily providing additional information on **"Use of Proceeds from Listing"** and **"Share Award Scheme"**[3](index=3&type=chunk) [Use of Proceeds from Listing](index=1&type=section&id=Use%20of%20Proceeds%20from%20Listing) The Group adjusted the allocation of net proceeds, reallocating funds from strategic investments to sales, marketing, and working capital to support joint venture expansion [Net Proceeds Utilization](index=2&type=section&id=(i)%20Amount%20of%20Proceeds%20Carried%20Forward%20as%20of%20January%201,%202024) As of December 31, 2024, HK$88.1 million of the HK$206.7 million net proceeds has been used, with HK$62.0 million for strategic investments reallocated Net Proceeds Utilization (As of December 31, 2024) | Use of Proceeds | Original Total (HK$ Million) | Actual Net Amount Used as of Dec 31, 2024 (HK$ Million) | Unused Net Amount as of Dec 31, 2024 (HK$ Million) | Revised Item Percentage (%) | Revised Item Net Amount (HK$ Million) | | :--- | :--- | :--- | :--- | :--- | :--- | | Enhancing Core Technological Capabilities and Basic R&D | 66.1 | 7.0 | 59.1 | 32.0% | 66.1 | | Seeking Strategic Investments, Acquisitions, and Collaborations | 62.0 | — | — | — | — | | Enhancing Sales and Marketing Capabilities | 42.4 | 24.9 | 41.2 | 32.0% | 66.1 | | Repaying Bank Loans | 15.5 | 15.5 | — | 7.5% | 15.5 | | Working Capital | 20.7 | 40.7 | 18.3 | 28.5% | 59.0 | | **Total** | **206.7** | **88.1** | **118.6** | **100.0%** | **206.7** | - Total net proceeds from listing amounted to approximately **HK$206.7 million**, with **HK$88.1 million** utilized and **HK$118.6 million** remaining as of December 31, 2024[4](index=4&type=chunk)[5](index=5&type=chunk) - **HK$62.0 million** under "seeking strategic investments, acquisitions, and collaborations" has been fully reallocated, resulting in zero actual usage for this item[5](index=5&type=chunk) [Reasons for Changes and Delays in Use of Proceeds and Benefits](index=3&type=section&id=(ii)%20Reasons%20for%20Changes%20and%20Delays%20in%20Use%20of%20Net%20Proceeds%20and%20Benefits) The Board reallocated funds from strategic investments to sales, marketing, and working capital to support joint venture expansion, enhancing flexibility and reducing risk - The Board has decided to change the use of the unutilized portion of net proceeds from listing to adapt to business development and customer needs[6](index=6&type=chunk) - The changes aim to utilize financial resources more effectively, maintain a lower gearing ratio, and incur less interest expense, aligning with the overall interests of the Group and shareholders[7](index=7&type=chunk) - The delay in the utilization schedule of net proceeds is primarily due to business development adjustments and the strategy of forming joint ventures instead of acquisitions[7](index=7&type=chunk) [Changes in Enhancing Core Technological Capabilities and Basic R&D](index=3&type=section&id=(a)%20Changes%20to%20'Enhancing%20the%20Group's%20Core%20Technological%20Capabilities%20and%20Basic%20R%26D') Expanded the scope of **HK$60.5 million** unutilized funds for R&D to allow flexible adjustments, maintaining total investment - Expanded the scope of **HK$60.5 million** unutilized funds under "enhancing core technological capabilities and basic R&D" to allow for more flexible adjustments to technical capabilities and R&D plans[6](index=6&type=chunk) - The total amount and intensity of investment for this item will remain unchanged[6](index=6&type=chunk) [Changes in Seeking Strategic Investments, Acquisitions, and Collaborations](index=3&type=section&id=(b)%20Changes%20to%20'Seeking%20Strategic%20Investments,%20Acquisitions,%20and%20Collaborations') Reallocated **HK$62.0 million** from strategic investments to sales, marketing, and working capital, shifting to joint ventures for market expansion - Reallocated **HK$62.0 million** originally for "seeking strategic investments, acquisitions, and collaborations" to "enhancing sales and marketing capabilities" and "working capital"[6](index=6&type=chunk) - The Group's strategy has shifted to forming joint ventures with business partners to expand into new markets and business areas, rather than pursuing acquisitions[6](index=6&type=chunk) - Forming joint ventures requires less initial investment capital and allows for sharing operational risks with business partners, considered a more prudent approach than acquisitions[6](index=6&type=chunk) [Changes in Enhancing Sales and Marketing Capabilities](index=4&type=section&id=(c)%20Changes%20to%20'Enhancing%20the%20Group's%20Sales%20and%20Marketing%20Capabilities') An additional **HK$23.7 million** was allocated to sales and marketing to support new joint ventures' efforts - An additional **HK$23.7 million** was allocated to "enhancing sales and marketing capabilities" to support sales and marketing efforts after the establishment of joint ventures[7](index=7&type=chunk) [Changes in Working Capital](index=4&type=section&id=(d)%20Changes%20to%20'Working%20Capital') An additional **HK$38.3 million** was allocated to working capital for new joint ventures and to enhance financial flexibility - An additional **HK$38.3 million** was allocated to "working capital", primarily for the working capital of newly established joint ventures[7](index=7&type=chunk) - Aims to enhance the Group's financial resource utilization flexibility and provide more buffer to cope with future economic uncertainties[7](index=7&type=chunk) [Share Award Scheme](index=4&type=section&id=Share%20Award%20Scheme) The Share Award Scheme, funded by existing shares, outlines the vesting conditions, purchase price determination, and remaining term for awarded shares [Scheme Overview and Disclosure Requirements](index=4&type=section&id=Scheme%20Overview%20and%20Disclosure%20Requirements) The Share Award Scheme, funded by existing shares, adheres to Listing Rule 17.01(1)(b) and requires specific disclosures - The Share Award Scheme is established under Listing Rule 17.01(1)(b) and funded solely by existing shares[9](index=9&type=chunk) - This announcement provides additional information on the scheme to comply with disclosure requirements under Listing Rules 17.09(6) to 17.09(9)[9](index=9&type=chunk) [Vesting Period for Awarded Shares](index=5&type=section&id=(i)%20Vesting%20Period%20for%20Awards%20Granted%20Under%20the%20Share%20Award%20Scheme) The Board grants awards to eligible participants with vesting dates and conditions specified in the award letter - The Board may grant awards to eligible participants at any time, with vesting dates and conditions specified in the award letter[10](index=10&type=chunk) - Grantees must accept awards within the timeframe specified in the award letter, otherwise the awards will be forfeited[10](index=10&type=chunk) [Basis for Determining Purchase Price of Awarded Shares and Payment](index=5&type=section&id=(ii)%20Basis%20for%20Determining%20Purchase%20Price%20of%20Awarded%20Shares,%20and%20Payment%20Period%20for%20Acceptance%20Amount) The trustee purchases awarded shares at market price; participants pay the full consideration using personal funds before vesting - The trustee will purchase awarded shares in the secondary market at market trading prices[10](index=10&type=chunk) - Eligible participants must use personal legal funds to pay the award consideration (if any), and the company will not provide any form of financial assistance[11](index=11&type=chunk) - Participants must pay the full purchase price (if any) via wire transfer before the vesting conditions are met[11](index=11&type=chunk) [Remaining Term of the Scheme](index=6&type=section&id=(iii)%20Remaining%20Term%20of%20the%20Share%20Award%20Scheme%20as%20of%20December%2031,%202024) As of December 31, 2024, the Share Award Scheme has a remaining term of **8.5 years** - As of December 31, 2024, the remaining term of the Share Award Scheme is **8.5 years**[12](index=12&type=chunk)

Core Viewpoint - The company, Puluoshi Group Holdings (02486.HK), has announced a board meeting scheduled for August 29, 2025, to consider and approve its interim results for the six months ending June 30, 2025, and to discuss potential dividend payments [1] Group 1 - The board meeting will take place on August 29, 2025 [1] - The meeting will focus on the approval of the interim results for the six months ending June 30, 2025 [1] - The company will also consider the proposal for dividend payments, if any [1]