Core Viewpoint - China Boton (03318.HK) reported a significant decline in financial performance for the six months ending June 30, 2025, with total revenue decreasing by 15.1% year-on-year [1] Financial Performance - The total revenue for the group was approximately RMB 637.8 million, down from the previous year [1] - Gross profit decreased to approximately RMB 198.9 million, representing a 34.9% decline compared to the same period last year [1] - The net profit for the period was approximately RMB 8.7 million, a substantial decrease of 86.1% year-on-year [1]

Group 1 - The company reported a revenue of RMB 638 million for the six months ending June 30, 2025, representing a year-on-year decrease of 15.08% [1] - The company experienced a loss attributable to shareholders of RMB 8.119 million, marking a shift from profit to loss compared to the previous year [1] - The loss per share was reported at RMB 0.01 [1]

Group 1 - The company reported a revenue of RMB 638 million for the six months ending June 30, 2025, representing a year-on-year decrease of 15.08% [1] - The company experienced a loss attributable to shareholders of RMB 8.119 million, marking a shift from profit to loss compared to the previous year [1] - The loss per share was reported at RMB 0.01 [1]

[Interim Results Announcement](index=1&type=section&id=Interim%20Results%20Announcement) This report presents the unaudited interim condensed consolidated financial statements and management's discussion and analysis for the six months ended June 30, 2025 [Disclaimer](index=1&type=section&id=Disclaimer) HKEX and HKSE are not responsible for the content's accuracy or completeness and disclaim liability for any losses incurred from reliance on this announcement - HKEX is not responsible for the content, accuracy, or completeness of this announcement, and disclaims liability for any losses[1](index=1&type=chunk) [Company Information](index=1&type=section&id=Company%20Information) China Boton Group Company Limited's Board approved the unaudited interim condensed consolidated financial statements for the six months ended June 30, 2025, reviewed by the Audit Committee - China Boton Group Company Limited (Stock Code: 3318) Board approved the unaudited interim condensed consolidated financial statements for the six months ended June 30, 2025[2](index=2&type=chunk) - The interim financial statements have been reviewed by the Company's Audit Committee[2](index=2&type=chunk) [Unaudited Interim Condensed Consolidated Financial Statements](index=2&type=section&id=Unaudited%20Interim%20Condensed%20Consolidated%20Financial%20Statements) This section presents China Boton Group's unaudited interim condensed consolidated financial statements for the six months ended June 30, 2025, including the balance sheet, income statement, and comprehensive income statement [Interim Condensed Consolidated Balance Sheet](index=2&type=section&id=Interim%20Condensed%20Consolidated%20Balance%20Sheet) As of June 30, 2025, the Group's total assets slightly increased, driven by non-current asset growth, while current assets decreased; total liabilities and equity remained relatively stable Interim Condensed Consolidated Balance Sheet (RMB thousands) | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | **Assets** | | | | Non-current assets | 4,590,960 | 4,434,214 | | Current assets | 1,719,706 | 1,863,711 | | **Total Assets** | **6,310,666** | **6,297,925** | | **Equity** | | | | Attributable to owners of the Company | 3,133,854 | 3,140,955 | | Non-controlling interests | 277,609 | 268,323 | | **Total Equity** | **3,411,463** | **3,409,278** | | **Liabilities** | | | | Non-current liabilities | 1,246,529 | 1,071,645 | | Current liabilities | 1,652,674 | 1,817,002 | | **Total Liabilities** | **2,899,203** | **2,888,647** | - Non-current assets increased, primarily driven by growth in property, plant, and equipment[3](index=3&type=chunk) - Current assets decreased, mainly due to reductions in inventories, trade and other receivables, and cash and cash equivalents[3](index=3&type=chunk) [Interim Condensed Consolidated Income Statement](index=4&type=section&id=Interim%20Condensed%20Consolidated%20Income%20Statement) For the six months ended June 30, 2025, the Group's revenue and gross profit significantly declined, leading to a substantial decrease in profit for the period and a loss attributable to owners Interim Condensed Consolidated Income Statement (RMB thousands) | Indicator | Six months ended June 30, 2025 (RMB thousands) | Six months ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | Revenue | 637,753 | 750,975 | | Cost of sales | (438,894) | (445,344) | | Gross profit | 198,859 | 305,631 | | Operating profit | 33,725 | 109,237 | | Profit before income tax | 10,840 | 81,230 | | Profit for the period | 8,707 | 62,682 | | Attributable to owners of the Company | (8,119) | 44,332 | | Basic and diluted (loss)/earnings per share (RMB) | (0.01) | 0.04 | - Revenue decreased by **15.1% year-on-year**, and gross profit decreased by **34.9% year-on-year**[5](index=5&type=chunk) - Profit for the period significantly decreased by **86.1% year-on-year**, with profit attributable to owners of the Company turning into a loss[5](index=5&type=chunk) [Interim Condensed Consolidated Statement of Comprehensive Income](index=5&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) For the six months ended June 30, 2025, the Group's total comprehensive income significantly decreased, mainly due to reduced profit for the period and changes in currency translation differences, resulting in a loss attributable to owners Interim Condensed Consolidated Statement of Comprehensive Income (RMB thousands) | Indicator | Six months ended June 30, 2025 (RMB thousands) | Six months ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | Profit for the period | 8,707 | 62,682 | | Currency translation differences | 2,604 | (3,292) | | Total comprehensive income for the period | 11,311 | 59,390 | | Attributable to owners of the Company | (4,875) | 42,461 | - Total comprehensive income for the period decreased by **80.9% year-on-year**, with the portion attributable to owners of the Company turning into a loss[7](index=7&type=chunk) [Notes to the Interim Condensed Consolidated Financial Statements](index=6&type=section&id=Notes%20to%20the%20Interim%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes to the interim condensed consolidated financial statements, covering company information, accounting policies, financial risk management, key estimates, segment information, and specific balance sheet and income statement items [General Information](index=6&type=section&id=General%20Information) China Boton Group, established in Cayman Islands in 2005 and listed on HKEX, primarily produces and sells flavors, fragrances, and e-cigarette products in China and Asia, with interim financial information presented in RMB - The Group's principal business involves the production and sale of flavors, fragrances, and e-cigarette products[8](index=8&type=chunk) - The Company was incorporated in the Cayman Islands on March 9, 2005, and listed on the Hong Kong Stock Exchange on December 9, 2005[8](index=8&type=chunk)[9](index=9&type=chunk) - The interim financial information is presented in **RMB** and was approved for issue by the Board on August 22, 2025[10](index=10&type=chunk)[11](index=11&type=chunk) [Basis of Preparation and Changes in Accounting Policies](index=6&type=section&id=Basis%20of%20Preparation%20and%20Changes%20in%20Accounting%20Policies) The interim financial statements are prepared in accordance with HKAS 34 and should be read with the annual financial statements; new and revised standards adopted have no material impact - The interim financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the HKICPA[13](index=13&type=chunk) - The adoption of new and revised standards by the Group had no material impact on the financial performance and position for the current and prior periods[14](index=14&type=chunk) - Standards issued but not yet effective are not expected to have a significant impact on the entity in current or future reporting periods[15](index=15&type=chunk) [Financial Risk Management](index=7&type=section&id=Financial%20Risk%20Management) The Group faces market risks (exchange rate, interest rate), credit risk, and liquidity risk, with full details available in the annual financial statements - The Group is exposed to market risks (foreign exchange, fair value interest rate, cash flow interest rate), credit risk, and liquidity risk[16](index=16&type=chunk) - The interim financial statements should be read in conjunction with the annual financial statements for the year ended December 31, 2024, for complete financial risk management information[16](index=16&type=chunk) [Critical Accounting Estimates and Judgments](index=7&type=section&id=Critical%20Accounting%20Estimates%20and%20Judgments) Preparing interim financial statements involves management judgments, estimates, and assumptions, which may differ from actual results, with significant judgments consistent with the prior annual consolidated financial statements - The preparation of interim financial statements requires management to make judgments, estimates, and assumptions, and actual results may differ[17](index=17&type=chunk) - The significant judgments made during this period are consistent with those applied in the consolidated financial statements for the year ended December 31, 2024[17](index=17&type=chunk) [Revenue and Segment Information](index=8&type=section&id=Revenue%20and%20Segment%20Information) The Group operates in five segments: flavor enhancers, food flavors, daily use flavors, e-cigarette products, and investment properties; total revenue decreased year-on-year, primarily due to a significant decline in flavor enhancers - The Group's business is divided into five segments: flavor enhancers, food flavors, daily use flavors, e-cigarette products, and investment properties[18](index=18&type=chunk) Segment Revenue (RMB thousands) | Segment | Six months ended June 30, 2025 (RMB thousands) | Six months ended June 30, 2024 (RMB thousands) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | | Flavor enhancers | 179,463 | 308,057 | -41.7% | | Food flavors | 93,051 | 90,286 | +3.1% | | Daily use flavors | 73,115 | 69,567 | +5.0% | | E-cigarette products | 267,233 | 256,132 | +4.3% | | Investment properties | 24,891 | 26,933 | -7.6% | | **Total** | **637,753** | **750,975** | **-15.1%** | - The flavor enhancers segment's operating profit turned from profit to loss, and the e-cigarette products segment's loss widened[20](index=20&type=chunk)[22](index=22&type=chunk) [Property, Plant and Equipment and Intangible Assets](index=10&type=section&id=Property%2C%20Plant%20and%20Equipment%20and%20Intangible%20Assets) As of June 30, 2025, the Group's net book value of property, plant, and equipment increased, while intangible assets slightly decreased, with a significant increase in additions to property, plant, and equipment during the period Property, Plant and Equipment and Intangible Assets (RMB thousands) | Indicator | June 30, 2025 (RMB thousands) | January 1, 2024 (RMB thousands) | | :--- | :--- | :--- | | Net book value of property, plant and equipment at period end | 2,164,053 | 1,528,866 | | Net book value of intangible assets at period end | 1,597,156 | 1,721,629 | | Additions to property, plant and equipment (current period) | 204,622 | 72,496 | - Additions to property, plant, and equipment for the six months ended June 30, 2025, amounted to **RMB 204,622 thousands**, significantly higher than **RMB 72,496 thousands** in the same period last year[23](index=23&type=chunk) [Leases](index=10&type=section&id=Leases) As of June 30, 2025, both right-of-use assets and lease liabilities increased, along with higher depreciation and interest expenses for right-of-use assets during the period Lease Information (RMB thousands) | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Right-of-use assets | 156,771 | 152,934 | | Lease liabilities | 15,356 | 9,879 | Lease Expenses (RMB thousands) | Indicator | Six months ended June 30, 2025 (RMB thousands) | Six months ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | Depreciation expense for right-of-use assets | 5,630 | 4,227 | | Interest expense | 445 | 195 | - Lease liabilities (current and non-current) increased from **RMB 9,879 thousands** as of December 31, 2024, to **RMB 15,356 thousands** as of June 30, 2025[24](index=24&type=chunk) [Trade and Other Receivables](index=11&type=section&id=Trade%20and%20Other%20Receivables) As of June 30, 2025, both net trade receivables and other receivables decreased, primarily due to a reduction in trade receivables, particularly those less than three months old Trade and Other Receivables (RMB thousands) | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Trade receivables – net | 385,511 | 466,841 | | Other receivables – net | 489,653 | 473,222 | | **Total** | **875,808** | **938,946** | Aging Analysis of Trade Receivables (RMB thousands) | Aging of Trade Receivables | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Less than three months | 208,247 | 300,331 | | Over three months but not over one year | 153,163 | 149,314 | | Over one year | 267,746 | 265,288 | - Net trade receivables decreased from **RMB 466,841 thousands** to **RMB 385,511 thousands**, mainly due to a reduction in trade receivables aged less than three months[26](index=26&type=chunk)[27](index=27&type=chunk) - Trade bills are due within six months[27](index=27&type=chunk) [Share Capital](index=12&type=section&id=Share%20Capital) As of June 30, 2025, the Company's issued and fully paid ordinary share capital remained unchanged, with 1,080,512 thousand shares outstanding Share Capital (RMB thousands) | Indicator | June 30, 2025 (thousand shares) | Share Capital (RMB thousands) | Share Premium (RMB thousands) | Total (RMB thousands) | | :--- | :--- | :--- | :--- | :--- | | Issued ordinary shares | 1,080,512 | 101,522 | 1,292,432 | 1,393,954 | - The share capital structure remained unchanged from January 1, 2024, to June 30, 2025[29](index=29&type=chunk) [Shares Held Under Share Award Scheme](index=12&type=section&id=Shares%20Held%20Under%20Share%20Award%20Scheme) The Company adopted a share award scheme on December 11, 2023, to reward employees; as of June 30, 2025, 500,000 shares held by the trustee remained unawarded, with no shares awarded during the period - The Company adopted a share award scheme on December 11, 2023, to reward employees or service providers who have contributed to the Company and its subsidiaries[30](index=30&type=chunk) - No shares were awarded under the share award scheme for the six months ended June 30, 2025[30](index=30&type=chunk) - As of June 30, 2025, the trustee held **500,000 shares** that had not yet been awarded[30](index=30&type=chunk) [Trade and Other Payables](index=13&type=section&id=Trade%20and%20Other%20Payables) As of June 30, 2025, total trade and other payables significantly decreased, primarily due to reductions in trade payables, accrued wages, and other payables Trade and Other Payables (RMB thousands) | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Trade payables | 292,667 | 432,587 | | Payables for consolidated businesses | 150,000 | 150,000 | | Accrued wages | 14,720 | 44,447 | | Other taxes payable | 27,543 | 35,136 | | Amount due to a related party | 27,470 | — | | **Total** | **629,461** | **807,141** | Aging Analysis of Trade Payables (RMB thousands) | Aging of Trade Payables | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Less than three months | 133,881 | 290,632 | - Total trade payables decreased from **RMB 432,587 thousands** to **RMB 292,667 thousands**, with the largest decrease in trade payables aged less than three months[31](index=31&type=chunk)[32](index=32&type=chunk) - A new amount due to a related party of **RMB 27,470 thousands** is unsecured, repayable on demand, and interest-free[31](index=31&type=chunk)[32](index=32&type=chunk) [Borrowings](index=14&type=section&id=Borrowings) As of June 30, 2025, the Group's total borrowings increased, mainly driven by the growth in non-current secured bank borrowings, primarily denominated in RMB and collateralized by various assets and guarantees Borrowings (RMB thousands) | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Non-current borrowings | 1,133,013 | 955,904 | | Current borrowings | 906,648 | 894,086 | | **Total Borrowings** | **2,039,661** | **1,849,990** | Borrowings by Currency (RMB thousands) | Borrowing Currency | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | RMB | 1,804,455 | 1,605,911 | | HKD | 235,206 | 244,079 | - Total borrowings increased by **RMB 189,671 thousands**, with non-current borrowings increasing by **RMB 177,109 thousands**[33](index=33&type=chunk) - Bank borrowings are secured by property, plant and machinery, investment properties, bank deposits, land use rights, 100% equity interest in Shenzhen Boton, personal guarantees from the Chairman, and corporate guarantees[38](index=38&type=chunk) [Revenue Details](index=15&type=section&id=Revenue%20Details) The Group's revenue primarily derives from goods sales and rental income; for the six months ended June 30, 2025, both sources experienced a decline Revenue by Source (RMB thousands) | Revenue Source | Six months ended June 30, 2025 (RMB thousands) | Six months ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | Sales of goods | 612,862 | 724,042 | | Rental income | 24,891 | 26,933 | | **Total Revenue** | **637,753** | **750,975** | - Revenue from sales of goods decreased by **15.3% year-on-year**, and rental income decreased by **7.6% year-on-year**[36](index=36&type=chunk) [Other Income](index=15&type=section&id=Other%20Income) For the six months ended June 30, 2025, the Group's other income decreased year-on-year, mainly due to a reduction in government grants and other miscellaneous income Other Income (RMB thousands) | Income Source | Six months ended June 30, 2025 (RMB thousands) | Six months ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | Government grants | 1,239 | 1,306 | | Others | 221 | 938 | | **Total** | **1,460** | **2,244** | - Other income decreased by **34.9% year-on-year**[37](index=37&type=chunk) [Other Gains - Net](index=16&type=section&id=Other%20Gains%20-%20Net) For the six months ended June 30, 2025, the Group's other gains – net significantly decreased, primarily due to a reduction in other gains Other Gains - Net (RMB thousands) | Indicator | Six months ended June 30, 2025 (RMB thousands) | Six months ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | Fair value loss on investment properties | (400) | (400) | | Others | 583 | 2,938 | | **Total** | **183** | **2,538** | - Other gains – net decreased by **92.8% year-on-year**[39](index=39&type=chunk) [Expenses by Nature](index=16&type=section&id=Expenses%20by%20Nature) For the six months ended June 30, 2025, total expenses decreased, mainly due to lower raw materials and consumables used, employee benefit expenses, and consulting fees, despite a significant increase in advertising expenses Expenses by Nature (RMB thousands) | Expense Item | Six months ended June 30, 2025 (RMB thousands) | Six months ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | Depreciation and amortization | 58,207 | 56,326 | | Employee benefit expenses | 91,466 | 96,929 | | Raw materials and consumables used | 348,588 | 405,999 | | Advertising expenses | 6,951 | 2,448 | | Consulting fees | 15,583 | 24,107 | | **Total Expenses** | **610,050** | **637,468** | - Raw materials and consumables used decreased by **14.2% year-on-year**, and employee benefit expenses decreased by **5.6% year-on-year**[40](index=40&type=chunk) - Advertising expenses significantly increased by **183.9% year-on-year**[40](index=40&type=chunk) [Finance Income and Costs](index=17&type=section&id=Finance%20Income%20and%20Costs) For the six months ended June 30, 2025, the Group's net finance income and costs both decreased, primarily due to reduced interest income, increased exchange gains, and changes in capitalized amounts Finance Income and Costs (RMB thousands) | Indicator | Six months ended June 30, 2025 (RMB thousands) | Six months ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | Finance income – interest income | 621 | 2,306 | | Finance costs – interest expense | (34,879) | (34,456) | | Finance costs – exchange gains | 3,582 | 737 | | Finance costs – net | (22,885) | (28,007) | - Interest income decreased by **73.1% year-on-year**, while exchange gains significantly increased by **385.8% year-on-year**[42](index=42&type=chunk) - Net finance costs decreased by **18.3% year-on-year**[42](index=42&type=chunk) [Income Tax Expense](index=17&type=section&id=Income%20Tax%20Expense) For the six months ended June 30, 2025, the Group's income tax expense significantly decreased, mainly due to lower current and deferred income taxes, with some high-tech subsidiaries enjoying a preferential tax rate of 15% Income Tax Expense (RMB thousands) | Indicator | Six months ended June 30, 2025 (RMB thousands) | Six months ended June 30, 2024 (RMB thousands) | | :--- | :--- | :--- | | Current income tax | 10,570 | 31,464 | | Deferred income tax | (8,437) | (12,916) | | **Total** | **2,133** | **18,548** | - Income tax expense significantly decreased by **88.5% year-on-year**[43](index=43&type=chunk) - Certain Chinese subsidiaries, as high-tech enterprises, enjoy a preferential tax rate of **15%**[43](index=43&type=chunk) [Earnings Per Share](index=18&type=section&id=Earnings%20Per%20Share) For the six months ended June 30, 2025, profit attributable to owners of the Company turned into a loss, resulting in basic and diluted earnings per share shifting from profit to loss Earnings Per Share | Indicator | Six months ended June 30, 2025 | Six months ended June 30, 2024 | | :--- | :--- | :--- | | (Loss)/Profit attributable to owners of the Company (RMB thousands) | (8,119) | 44,332 | | Weighted average number of ordinary shares outstanding (thousand shares) | 1,080,012 | 1,080,493 | | Basic (loss)/earnings per share (RMB per share) | (0.01) | 0.04 | - Basic and diluted earnings per share turned from a profit of **RMB 0.04** in the prior period to a loss of **RMB 0.01** per share in the current period[45](index=45&type=chunk) - Diluted earnings per share are the same as basic earnings per share, as there were no potential dilutive effects in the current or prior periods[46](index=46&type=chunk) [Dividends](index=18&type=section&id=Dividends) The Board does not recommend an interim dividend for the six months ended June 30, 2025, consistent with the prior year - The Board does not recommend an interim dividend for the six months ended June 30, 2025[47](index=47&type=chunk) [Contingent Liabilities (Financial Notes)](index=18&type=section&id=Contingent%20Liabilities%20%28Financial%20Notes%29) As of June 30, 2025, the Company is involved in a legal dispute regarding the outstanding consideration of RMB 150,000,000 for the Kimree acquisition, with the outcome currently not reasonably estimable - The Company is involved in a legal dispute with one of the vendors of the Kimree acquisition, concerning outstanding consideration of **RMB 150,000,000**[48](index=48&type=chunk) - This outstanding consideration has been accrued and included in "Trade and other payables"[48](index=48&type=chunk) - The case is still in its early stages, and management cannot reasonably estimate the outcome[48](index=48&type=chunk) [Commitments](index=19&type=section&id=Commitments) As of June 30, 2025, the Group's capital commitments significantly decreased, while short-term lease-related commitments slightly declined Commitments (RMB thousands) | Commitment Type | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | Contracted but not provided for property, plant and equipment | 21,724 | 188,898 | | Short-term lease-related commitments (within one year) | 174 | 412 | - Capital commitments for property, plant, and equipment significantly decreased from **RMB 188,898 thousands** to **RMB 21,724 thousands**[49](index=49&type=chunk) [Related Party Transactions](index=19&type=section&id=Related%20Party%20Transactions) For the six months ended June 30, 2025, the Group did not enter into any significant related party transactions, consistent with the prior year - No significant related party transactions were entered into for the six months ended June 30, 2025[51](index=51&type=chunk) [Management Discussion and Analysis](index=20&type=section&id=Management%20Discussion%20and%20Analysis) This section reviews the Group's business performance, financial position, market challenges, and future outlook for the reporting period, highlighting significant declines in revenue and net profit due to business downturns and economic uncertainties [Principal Activities of the Group](index=20&type=section&id=Principal%20Activities%20of%20the%20Group) The Group primarily designs and manufactures high-quality e-cigarette products and produces, trades, and sells extracts, flavors, and fragrances globally across various industries - The Group's core businesses include e-cigarette products (disposable, rechargeable, and accessories) and flavor and fragrance products (flavor enhancers, food flavors, daily use flavors)[52](index=52&type=chunk) - E-cigarette products are primarily sold to tobacco companies, independent e-cigarette manufacturers, and customers under various brands[52](index=52&type=chunk) - Flavor products are sold to industries such as tobacco, beverages, and daily food, while fragrance products are sold to beauty products, perfumes, and soaps[52](index=52&type=chunk) [Business Review](index=20&type=section&id=Business%20Review) The reporting period saw a complex global economy, international trade disruptions, and shifting consumption patterns, leading to challenges like rising production costs and regulatory tightening, which the Group addressed through cost control and automation - The global economy is complex, with international trade severely impacted by prolonged wars and geopolitical tensions, affecting consumption patterns[53](index=53&type=chunk) - E-cigarette product production costs increased, labor costs rose, and tariff uncertainties hindered overseas expansion[53](index=53&type=chunk) - The Group's total revenue decreased by **15.1% year-on-year** to **RMB 637.8 million**, gross profit decreased by **34.9% year-on-year** to **RMB 198.9 million**, and net profit for the period significantly decreased by **86.1% year-on-year** to **RMB 8.7 million**[53](index=53&type=chunk) [Segment Revenue Breakdown](index=21&type=section&id=Segment%20Revenue%20Breakdown) For the six months ended June 30, 2025, flavor enhancers revenue significantly declined by 41.7%, while food flavors, daily use flavors, and e-cigarette products saw slight increases, and investment property revenue decreased marginally Segment Revenue Breakdown (RMB millions) | Segment | 2025 Revenue (RMB millions) | % of Total Revenue | 2024 Revenue (RMB millions) | % of Total Revenue | % Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Flavor enhancers | 179.5 | 28.1% | 308.1 | 41.0% | -41.7% | | Food flavors | 93.1 | 14.6% | 90.3 | 12.0% | +3.1% | | Daily use flavors | 73.1 | 11.5% | 69.6 | 9.3% | +5.0% | | E-cigarette products | 267.2 | 41.9% | 256.1 | 34.1% | +4.3% | | Investment properties | 24.9 | 3.9% | 26.9 | 3.6% | -7.4% | | **Total** | **637.8** | **100.0%** | **751.0** | **100.0%** | **-15.1%** | - The **41.7% significant decrease** in flavor enhancers revenue was the primary reason for the overall revenue decline[54](index=54&type=chunk) - E-cigarette products became the largest revenue contributing segment, accounting for **41.9%**[54](index=54&type=chunk) [Flavor Enhancers Business Review](index=21&type=section&id=Flavor%20Enhancers%20Business%20Review) Flavor enhancers revenue significantly decreased by 41.7% due to intense competition, rising raw material costs, stricter regulations, and changing consumer demand, leading to higher production costs and lower profit margins - Flavor enhancers revenue was approximately **RMB 179.5 million**, a significant **41.7% year-on-year decrease**[56](index=56&type=chunk) - Challenges include intense industry competition, increased costs of natural raw materials, stricter government safety regulations, and changing consumer demand[56](index=56&type=chunk) - The Group will allocate resources to improve product quality, competitiveness, and diversify overseas markets[56](index=56&type=chunk) [Food Flavors Business Review](index=21&type=section&id=Food%20Flavors%20Business%20Review) Food flavors revenue slightly increased by 3.1% to approximately RMB 93.1 million, as the Group maintained stable income in a competitive market by continuously developing new flavors - Food flavors revenue was approximately **RMB 93.1 million**, a slight **3.1% year-on-year increase**[57](index=57&type=chunk) - The Group maintained stable revenue in a competitive market by developing new flavors[57](index=57&type=chunk) [Daily Use Flavors Business Review](index=22&type=section&id=Daily%20Use%20Flavors%20Business%20Review) Daily use flavors revenue increased by 5.0% to approximately RMB 73.1 million, driven by the acquisition of new customers and continued support from long-term partners - Daily use flavors revenue was approximately **RMB 73.1 million**, a **5.0% year-on-year increase**[58](index=58&type=chunk) - Revenue growth is attributed to an increase in new customers and continued support from long-term cooperative clients[58](index=58&type=chunk) [E-cigarette Products Business Review](index=22&type=section&id=E-cigarette%20Products%20Business%20Review) E-cigarette product revenue slightly increased by 4.3% to approximately RMB 267.2 million, benefiting from diversified local customers and an extensive marketing network, with management anticipating improved business in the second half through collaborations - E-cigarette product revenue was approximately **RMB 267.2 million**, a slight **4.3% year-on-year increase**[59](index=59&type=chunk) - Revenue growth benefited from diversified local customers and an extensive marketing network[59](index=59&type=chunk) - Management is negotiating collaborations with major companies, expecting enhanced synergies and improved business in the second half of the year[59](index=59&type=chunk) [Investment Properties Business Review](index=22&type=section&id=Investment%20Properties%20Business%20Review) Investment property revenue decreased by 7.4% to approximately RMB 24.9 million, primarily due to lease terminations by some tenants amid a challenging property market in Shenzhen, China - Investment property revenue was approximately **RMB 24.9 million**, a **7.4% year-on-year decrease**[60](index=60&type=chunk) - The revenue reduction is due to the challenging property market in Shenzhen, leading to lease terminations by some tenants[60](index=60&type=chunk) [Gross Profit Analysis](index=22&type=section&id=Gross%20Profit%20Analysis) For the six months ended June 30, 2025, the Group's gross profit was approximately RMB 198.9 million, a significant 34.9% year-on-year decrease Gross Profit (RMB millions) | Indicator | Six months ended June 30, 2025 (RMB millions) | Six months ended June 30, 2024 (RMB millions) | % Change | | :--- | :--- | :--- | :--- | | Gross profit | 198.9 | 305.6 | -34.9% | - Gross profit significantly decreased by **34.9%**, reflecting declining revenue and challenges in cost control[61](index=61&type=chunk) [Net Profit for the Period Analysis](index=22&type=section&id=Net%20Profit%20for%20the%20Period%20Analysis) The Group's net profit for the period was approximately RMB 8.7 million, a substantial 86.1% year-on-year decrease, with the net profit margin falling to approximately 1.4% Net Profit for the Period (RMB millions) | Indicator | Six months ended June 30, 2025 (RMB millions) | Six months ended June 30, 2024 (RMB millions) | % Change | | :--- | :--- | :--- | :--- | | Net profit for the period | 8.7 | 62.7 | -86.1% | | Net profit margin | 1.4% | 8.3% | -6.9 percentage points | - Net profit significantly decreased by **86.1%**, and the net profit margin dropped from **8.3% to 1.4%**[62](index=62&type=chunk) [Other Income Analysis](index=22&type=section&id=Other%20Income%20Analysis) For the six months ended June 30, 2025, other income was RMB 1.5 million, a 34.9% year-on-year decrease, mainly due to reduced auxiliary business income not classified under principal segments Other Income (RMB millions) | Indicator | Six months ended June 30, 2025 (RMB millions) | Six months ended June 30, 2024 (RMB millions) | % Change | | :--- | :--- | :--- | :--- | | Other income | 1.5 | 2.2 | -34.9% | - Other income decreased by **34.9%**, primarily due to a reduction in other auxiliary business income[63](index=63&type=chunk) [Other Gains - Net Analysis](index=23&type=section&id=Other%20Gains%20-%20Net%20Analysis) For the six months ended June 30, 2025, other gains – net were approximately RMB 0.2 million, a significant decrease from RMB 2.5 million in the prior year, mainly due to the absence of gains from derecognition of Chinese subsidiaries Other Gains - Net (RMB millions) | Indicator | Six months ended June 30, 2025 (RMB millions) | Six months ended June 30, 2024 (RMB millions) | | :--- | :--- | :--- | | Other gains – net | 0.2 | 2.5 | - Other gains – net significantly decreased, mainly due to the absence of gains from the derecognition of Chinese subsidiaries in the current period[64](index=64&type=chunk) [Expenses Analysis](index=23&type=section&id=Expenses%20Analysis) Selling and marketing expenses increased by 5.5% year-on-year due to higher advertising costs, while administrative expenses decreased by 13.2% due to lower employee benefits, consulting, and office expenses Expenses (RMB millions) | Expense Item | Six months ended June 30, 2025 (RMB millions) | Six months ended June 30, 2024 (RMB millions) | % Change | | :--- | :--- | :--- | :--- | | Selling and marketing expenses | 24.9 | 23.6 | +5.5% | | Administrative expenses | 146.3 | 168.5 | -13.2% | - Selling and marketing expenses as a percentage of total revenue increased from **3.1% to 3.9%**[65](index=65&type=chunk) - The reduction in administrative expenses is primarily due to decreases in employee benefit expenses, consulting fees, and office expenses[65](index=65&type=chunk) [Net Finance Costs Analysis](index=23&type=section&id=Net%20Finance%20Costs%20Analysis) For the six months ended June 30, 2025, net finance costs were approximately RMB 22.9 million, an 18.3% year-on-year decrease, primarily attributable to lower loan interest rates on borrowings Net Finance Costs (RMB millions) | Indicator | Six months ended June 30, 2025 (RMB millions) | Six months ended June 30, 2024 (RMB millions) | % Change | | :--- | :--- | :--- | :--- | | Net finance costs | 22.9 | 28.0 | -18.3% | - Net finance costs decreased primarily due to lower loan interest rates on borrowings[66](index=66&type=chunk) [Corporate Culture](index=23&type=section&id=Corporate%20Culture) The Group upholds its "Four New and Five Hearts" corporate culture, with core values of "high technology, high quality, high starting point, and high standards," aiming to enhance competitiveness and embark on internationalization - The Group's corporate culture embodies "Four New" (new brand, new culture, new strength, new image) and "Five Hearts" (attentiveness, dedication, meticulousness, sincerity, care)[67](index=67&type=chunk) - Core values are "high technology, high quality, high starting point, and high standards," aiming to enhance competitiveness and embark on an international journey[67](index=67&type=chunk) [Business Outlook](index=24&type=section&id=Business%20Outlook) The Group anticipates a slow global economic recovery in the second half of 2025, driven by emerging economies, and plans to actively regain domestic market share, accelerate globalization, and capture high-value-added markets through technological cooperation and production enhancements, while committing to green economy and sustainability - The global economy is expected to recover slowly and unevenly in the second half of 2025, with growth driven by emerging economies such as India and Southeast Asia[68](index=68&type=chunk) - The Group will actively regain domestic market share, accelerate globalization, and drive existing business growth in overseas markets through localization and technological cooperation[68](index=68&type=chunk) - The Group is committed to long-term goals such as green economy, carbon reduction, and enhancing resilience to maintain sustainable development[68](index=68&type=chunk) [Financial Review](index=24&type=section&id=Financial%20Review) As of June 30, 2025, the Group's net current assets and current ratio improved, but the gearing ratio increased, while maintaining a prudent financial management approach Financial Ratios (RMB millions) | Indicator | June 30, 2025 (RMB millions) | December 31, 2024 (RMB millions) | | :--- | :--- | :--- | | Net current assets | 67.0 | 46.7 | | Current ratio | 1.04 | 1.03 | | Gearing ratio | 59.8% | 54.3% | - Net current assets increased, primarily due to a reduction in trade and other payables[69](index=69&type=chunk) - The gearing ratio (total borrowings divided by total equity) increased from **54.3% to 59.8%**[70](index=70&type=chunk) [Funding](index=25&type=section&id=Funding) The Group can finance acquisitions through bank borrowings or equity fundraising and is confident in achieving its operational and expansion plans with funds generated from business operations - The Group can obtain financing for its acquisitions through bank borrowings or equity fundraising[71](index=71&type=chunk) - The Group is confident in having sufficient funds to achieve its operational and expansion plans[71](index=71&type=chunk) [Capital Structure](index=25&type=section&id=Capital%20Structure) During the reporting period, the Company's share capital consisted of ordinary shares, with the total number of issued shares remaining at 1,080,512,146 - The Company's share capital consists of ordinary shares, with the total number of issued shares remaining at **1,080,512,146**[72](index=72&type=chunk) [Foreign Exchange and Interest Rate Risk](index=25&type=section&id=Foreign%20Exchange%20and%20Interest%20Rate%20Risk) For the six months ended June 30, 2025, the Group recorded a net foreign exchange gain of approximately RMB 3.6 million; its primary business is RMB-denominated, with some transactions and borrowings in USD and HKD, and interest rate risk is not hedged but deemed insignificant Foreign Exchange Net Gain (RMB millions) | Indicator | Six months ended June 30, 2025 (RMB millions) | Six months ended June 30, 2024 (RMB millions) | | :--- | :--- | :--- | | Foreign exchange net gain | 3.6 | 0.7 | - Net foreign exchange gain significantly increased year-on-year; the primary business is denominated in **RMB**, with some transactions and borrowings in **USD** and **HKD**[73](index=73&type=chunk) - The Group does not hedge interest rate risk, and the Board believes it will not have a significant impact[73](index=73&type=chunk) [Pledged Assets of the Group](index=25&type=section&id=Pledged%20Assets%20of%20the%20Group) As of June 30, 2025, the Group pledged equity interests in certain subsidiaries, properties in Shenzhen and Huizhou, land use rights, bank deposits, and Hong Kong properties as collateral for borrowings - Pledged assets include equity interests in certain subsidiaries, various buildings, warehouses, investment properties, land use rights in Shenzhen and Huizhou, bank deposits, and Hong Kong properties[74](index=74&type=chunk) - Chairman Mr. Wang Mingfan provided personal guarantees[38](index=38&type=chunk) [Capital Expenditure](index=25&type=section&id=Capital%20Expenditure) For the six months ended June 30, 2025, the Group's investments in fixed assets and construction in progress significantly increased, while capital commitments substantially decreased, all funded by internal and financing sources Capital Expenditure (RMB millions) | Indicator | Six months ended June 30, 2025 (RMB millions) | Six months ended June 30, 2024 (RMB millions) | | :--- | :--- | :--- | | Investment in fixed assets and construction in progress | 241.6 | 75.3 | | Capital commitments for fixed assets | 21.7 | 188.9 | - Investments in fixed assets and construction in progress significantly increased by **220.8% year-on-year**[75](index=75&type=chunk) - Capital commitments for fixed assets significantly decreased from **RMB 188.9 million** to **RMB 21.7 million**[75](index=75&type=chunk) [Interim Dividend](index=25&type=section&id=Interim%20Dividend) The Board does not recommend an interim dividend for the six months ended June 30, 2025, consistent with the prior year - The Board does not recommend an interim dividend for the six months ended June 30, 2025[76](index=76&type=chunk) [Employees and Remuneration Policy](index=26&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the Group had 1,112 employees globally, offering competitive remuneration, retirement plans, share option schemes, and benefits, with performance-based bonuses, adhering to social security and provident fund regulations Employee Information | Indicator | June 30, 2025 | 2024 | | :--- | :--- | :--- | | Number of employees | 1,112 | 1,259 | - The number of employees decreased by **11.7% year-on-year**[77](index=77&type=chunk) - The Group offers comprehensive and competitive remuneration, retirement plans, share option schemes, and benefits, with discretionary bonuses based on performance[77](index=77&type=chunk) [Significant Investments](index=26&type=section&id=Significant%20Investments) For the six months ended June 30, 2025, the Group made a significant investment in a construction project on land in Huizhou, China, with a planned investment of approximately RMB 400 million to expand its e-cigarette products segment - The Group made a significant investment in a construction project located in Zhongkai High-tech Zone, Huizhou, China[78](index=78&type=chunk) - A planned investment of approximately **RMB 400 million** in fixed assets on this land aims to expand the e-cigarette products segment[78](index=78&type=chunk) [Contingent Liabilities (Management Discussion)](index=26&type=section&id=Contingent%20Liabilities%20%28Management%20Discussion%29) As of June 30, 2025, the Group had no significant contingent liabilities other than the legal dispute involving the vendor of the Kimree acquisition - The Group has no significant contingent liabilities, except for the legal dispute involving the vendor of the Kimree acquisition[79](index=79&type=chunk) [Land Resumption in Shenzhen](index=26&type=section&id=Land%20Resumption%20in%20Shenzhen) Shenzhen Boton Flavors & Fragrances Co., Ltd. received a letter from Shenzhen Nanshan government regarding the proposed acquisition of its land for a high-speed rail hub; compensation has been offered, and preliminary discussions suggest no significant operational impact - Shenzhen Boton Flavors & Fragrances Co., Ltd. received a letter from Shenzhen Nanshan government regarding the proposed acquisition of its land in Shenzhen for a high-speed rail hub construction[80](index=80&type=chunk) - Relevant departments have provided compensation proposals, but detailed information is not yet available[80](index=80&type=chunk)[81](index=81&type=chunk) - Preliminary discussions indicate that the land resumption (if implemented) will not have a significant impact on Shenzhen Boton's operations[81](index=81&type=chunk) [Legal Proceedings Against Vendor of an Acquisition](index=27&type=section&id=Legal%20Proceedings%20Against%20Vendor%20of%20an%20Acquisition) As of June 30, 2025, the Group is involved in four legal proceedings against the vendors of the Kimree acquisition, including claims for breach of non-compete clauses, fiduciary duties, and misrepresentation, with outcomes remaining uncertain - The Group is involved in **four legal proceedings** against the vendors of the Kimree acquisition, including Mr. Liu Qiuming and Mr. Xiang Zhiyong[82](index=82&type=chunk) - The lawsuits include claims for breach of non-compete clauses, breach of fiduciary duties, and misrepresentation regarding the terms of the acquisition agreement[82](index=82&type=chunk)[83](index=83&type=chunk) - Some cases are still ongoing, with uncertain outcomes, and the Company is seeking legal advice on whether the relevant claims are time-barred[82](index=82&type=chunk)[83](index=83&type=chunk) [Supplemental Agreement - Profit Guarantee Extension](index=28&type=section&id=Supplemental%20Agreement%20-%20Profit%20Guarantee%20Extension) The Group signed a supplemental agreement extending the profit guarantee arrangement for the sale of certain equity interests in Boton Flavors & Fragrances Co., Ltd. until March 31, 2026, requiring a minimum 5% net profit growth, which constitutes a discloseable connected transaction - The Group signed a supplemental agreement extending the profit guarantee arrangement for Boton Flavors & Fragrances Group until **March 31, 2026**[85](index=85&type=chunk) - The new guarantee requires Boton Flavors & Fragrances Group's net profit to grow by no less than **5%** from January 1, 2025, to March 31, 2026[85](index=85&type=chunk) - This supplemental agreement constitutes a connected transaction and is subject to reporting and announcement requirements under the Listing Rules[85](index=85&type=chunk) [Other Information](index=29&type=section&id=Other%20Information) This section covers information on the Company's listed securities transactions, the operations of its Audit, Remuneration, and Nomination Committees, corporate governance practices, and the publication arrangements for the interim results report [Purchase, Sale or Redemption of Listed Securities](index=29&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20Listed%20Securities) For the six months ended June 30, 2025, neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the reporting period[86](index=86&type=chunk) [Audit Committee](index=29&type=section&id=Audit%20Committee) The Audit Committee, comprising four independent non-executive directors, reviews and oversees the Group's financial reporting, risk management, and internal control systems, and has reviewed the unaudited interim condensed consolidated financial statements - The Audit Committee comprises **four independent non-executive directors**, with Mr. Wu Guanyun as Chairman[87](index=87&type=chunk) - The Committee's responsibilities include reviewing and overseeing the Group's financial reporting process, risk management, and internal control systems[87](index=87&type=chunk) - The Committee has reviewed the Group's unaudited interim condensed consolidated financial statements for the six months ended June 30, 2025[87](index=87&type=chunk) [Remuneration Committee](index=29&type=section&id=Remuneration%20Committee) The Remuneration Committee, consisting of four independent non-executive directors and one executive director, is responsible for considering and approving remuneration arrangements for the Group's senior employees, including salaries, bonuses, and long-term incentive plans - The Remuneration Committee comprises **four independent non-executive directors** (Chairman Mr. Wu Guanyun) and **one executive director** (Mr. Wang Mingfan)[88](index=88&type=chunk) - The Committee aims to consider and approve remuneration arrangements for the Group's senior employees, including terms for salaries, bonus schemes, and other long-term incentive plans[88](index=88&type=chunk) [Nomination Committee](index=29&type=section&id=Nomination%20Committee) The Nomination Committee, composed of four independent non-executive directors and two executive directors, reviews the Board's structure, size, and diversity, and makes recommendations on director appointments and succession planning - The Nomination Committee comprises **four independent non-executive directors** (Chairman Mr. Liang Weimin) and **two executive directors** (Mr. Wang Mingfan and Ms. Wang Xinyi)[89](index=89&type=chunk) - The Committee's responsibilities include reviewing the Board's structure, size, and diversity, and making recommendations to the Board on director appointments and succession planning[89](index=89&type=chunk) [Corporate Governance](index=29&type=section&id=Corporate%20Governance) The Company's Board is committed to maintaining high corporate governance standards for transparency and stakeholder protection, complying with all Code Provisions of Appendix C1 of the Listing Rules, except for the separation of Chairman and CEO roles - The Company is committed to maintaining good corporate governance standards to enhance corporate transparency and protect stakeholders' interests[90](index=90&type=chunk) - During the reporting period, the Company complied with all Code Provisions of Appendix C1 of the Listing Rules' Corporate Governance Code, except for Code Provision C.2.1[90](index=90&type=chunk) - Mr. Wang Mingfan serves concurrently as the Company's Executive Director, Chief Executive Officer, and Chairman, with the Board believing the current structure provides strong and continuous leadership[91](index=91&type=chunk) [Standard Code for Securities Transactions by Directors](index=30&type=section&id=Standard%20Code%20for%20Securities%20Transactions%20by%20Directors) The Company adopted the Standard Code for Securities Transactions by Directors of Listed Issuers, and all directors confirmed compliance during the reporting period - The Company has adopted the Standard Code as set out in Appendix C3 of the Listing Rules as its code of conduct for directors' securities transactions[92](index=92&type=chunk) - All directors confirmed compliance with the required standards set out in the Standard Code during the reporting period[92](index=92&type=chunk) [Publication of Interim Results and Interim Report](index=30&type=section&id=Publication%20of%20Interim%20Results%20and%20Interim%20Report) This results announcement has been published on the HKEX and Company websites, and the 2025 interim report will be dispatched to shareholders and published on these websites in due course - This results announcement has been published on the HKEX website (www.hkexnews.hk) and the Company's website (www.boton.com.hk)[93](index=93&type=chunk) - The 2025 interim report will be dispatched to shareholders and published on the aforementioned websites in due course[93](index=93&type=chunk) [Board of Directors Composition](index=30&type=section&id=Board%20of%20Directors%20Composition) As of the announcement date, the Board comprises three executive directors, one non-executive director, and four independent non-executive directors - As of the announcement date, the Executive Directors are Mr. Wang Mingfan, Mr. Li Qinglong, and Ms. Wang Xinyi[95](index=95&type=chunk) - The Non-executive Director is Ms. Yin Shuzhen[95](index=95&type=chunk) - The Independent Non-executive Directors are Mr. Wu Guanyun, Mr. Liang Weimin, Mr. Zhou Xiaoxiong, and Mr. Qiu Haobo[95](index=95&type=chunk)

香港交易及結算所有限公 司 及香港聯合交易所有限公司對本公告之內容概不 負 責，對其準確性或完整性 亦 不發表任何聲明，並明確表示概不就因本公告全部 或任何部分內容而 產 生或因倚賴該等內容而引致 之 任何損失承擔任何責任 。 承董 事 會 命 中 國 波頓集團 有限 公 司 主 席 王 明 凡 香港 ， 二零 二 五年 八 月 十 一 日 截 至 本公告日期， 執行董事為王明凡先生、李慶龍先生及 王心怡 女 士 ，非執行 董事為尹淑貞女士，獨立非執行董事為吳冠雲先生、梁偉民先生、周小雄先生 及邱浩波先生 。 China Boton Group Company Limited 中 國 波 頓 集 團 有 限 公 司 (在 開 曼 群 島 註 冊 成 立 的 有 限 公 司) (股份代號：3318) 董事會會議通知 中國 波 頓集 團 有限 公司 （「 本公司 」）董 事會（「 董事會 」）宣 佈， 將 於二 零 二 五 年 八月 二十 二 日（星 期 五 ）召開 董 事會 會 議，藉以（ 其中 包括 ）考 慮 及批 准 本公 司 及其 附 屬公 司截 至 二零 二 五年 六月 三 十日 止 六個 月 的中 期 ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準確性或完整性亦不發表 任何聲明，並明確表示概不就因本公告全部或任何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何 責任。 China Boton Group Company Limited （在開曼群島註冊成立的有限公司） （股份代號：3318） 關連交易 有關出售波頓香料股權的補充協議 茲提述日期為二零二零年六月十二日之該公告，內容有關（其中包括）賣方出售波頓香料約 30%股權及買方於股權轉讓協議項下的利潤保證。 新保證 於二零二五年八月一日，訂約方訂立補充協議，據此，買方各自保證，波頓香料集團自二零 二五年一月一日至二零二六年三月三十一日的淨利潤增長將不低於5%。 上市規則之涵義 買方為本公司之關連人士，因此新保證構成上市規則項下之關連交易。由於適用百分比率超 過0.1%但低於5%，補充協議及新保證須遵守上市規則第14A章項下之申報及公告規定，惟 獲豁免遵守獨立股東批准及通函規定。 緒言 有關期間已於二零二四年十二月三十一日屆滿。雖然收入保證未能達成，但淨利潤保證已圓滿 實現。波頓香料集團之淨利潤自二零二零至二零二四財政 ...

FF301 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7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 中國波頓集團有限公司 (於開曼群島註冊成立的有限公司) 呈交日期: 2025年8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) | 03318 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 1,600,000,000 | HKD | | 0.1 HKD | | 160,000,000 | | 增加 / 減少 (-) | | | 0 | | | HKD | | 0 | | 本月底結存 | | | 1,600,000,000 | HKD | | 0.1 HKD | | 160,000,000 | 本 ...

Financial Performance - For the fiscal year ending December 31, 2024, the company reported total revenue of RMB 1,652,996, a decrease of 20% compared to RMB 2,063,746 in 2023[5] - The gross profit for the same period was RMB 597,906, down 25% from RMB 798,110 in the previous year[5] - The operating profit decreased to RMB 149,049, representing a decline of 40% from RMB 249,029 in 2023[5] - The net profit attributable to the company's owners was RMB 18,381, a significant drop of 87% compared to RMB 146,370 in the prior year[5] - Total revenue for the year ended December 31, 2024, was RMB 1,652,996 million, a decrease from RMB 2,063,746 million in 2023, representing a decline of approximately 19.9%[23] - The operating profit for the year 2024 was RMB 149,049 million, compared to RMB 249,029 million in 2023, indicating a decrease of about 40.2%[22] - The net profit attributable to the company's owners for 2024 was RMB 18,381 million, a sharp decline from RMB 146,370 million in 2023, representing a decrease of about 87.5%[30] - Net profit for the year was approximately RMB 63.3 million, a significant decrease of 55.0% compared to RMB 140.6 million in 2023[47] Assets and Liabilities - The total assets increased to RMB 6,297,925, up from RMB 6,006,867 in 2023, reflecting a growth of approximately 4.8%[8] - The company's total liabilities rose to RMB 2,888,647, an increase of 9.8% from RMB 2,630,640 in the previous year[9] - As of December 31, 2024, the group's net current assets were approximately RMB 46,700,000, a decrease from RMB 100,600,000 in 2023, primarily due to reduced cash and increased short-term borrowings[68] - The total equity of the group as of December 31, 2024, was approximately RMB 3,409,300,000, an increase from RMB 3,376,200,000 in 2023, attributed to an increase in other reserves[69] - The total borrowings amounted to approximately RMB 1,850,000,000 as of December 31, 2024, compared to RMB 1,555,300,000 in 2023, resulting in a debt-to-equity ratio of 54.3%, up from 46.1% in 2023[69] Cash Flow and Expenses - The cash and cash equivalents decreased to RMB 282,721, down from RMB 349,794, indicating a decline of 19.1%[8] - The total expenses for sales, marketing, and administrative costs in 2024 were RMB 1,438,245 million, a decrease from RMB 1,717,020 million in 2023, representing a reduction of about 16.2%[25] - The company reported a net financial cost of RMB 63,820 million for 2024, compared to RMB 65,558 million in 2023, showing a slight improvement of about 2.7%[22] - The depreciation and amortization expenses for 2024 were RMB 120,795 million, down from RMB 132,071 million in 2023, indicating a decrease of approximately 8.5%[25] Revenue Breakdown - The revenue from external customers in China for 2024 was RMB 1,363,798 million, down from RMB 1,416,963 million in 2023, reflecting a decline of approximately 3.7%[24] - The electronic cigarette and flavor enhancer segments contributed approximately 75.1% of total revenue, down from 81.0% in 2023[47] - The revenue from the electronic cigarette segment was RMB 639.6 million, a decrease of 29.1% from RMB 901.6 million in 2023[49] - The revenue for flavor enhancers was approximately RMB 602 million, a decrease of 21.7% compared to RMB 768.6 million in the previous year[50] - The food flavor segment recorded revenue of approximately RMB 190.4 million, an increase of 4.6% from RMB 182 million last year, supported by existing customers[51] Strategic Initiatives - The company plans to continue focusing on the manufacturing and sales of flavors, fragrances, and electronic cigarette products in China and Asia[11] - The company plans to actively restore and enhance its domestic market share while accelerating globalization, particularly in developing countries[66] - The company established a new marketing team and developed new strategies to promote products and expand into international markets[46] - The company aims to implement advanced production technologies in its factories to capture high-value markets and enhance productivity[66] - The group plans to expand its electronic cigarette product division as part of its strategic initiatives[77] Legal and Governance - The company is involved in four legal lawsuits related to the acquisition of Kimree, Inc., including claims against sellers for breaching non-competition agreements[84] - A legal case regarding a remaining payment of RMB 150,000,000 related to the Kimree acquisition is still in its early stages, with no further actions taken by the plaintiff as of the announcement date[85] - The board of directors does not recommend any dividend payment for the year ending December 31, 2024, consistent with the previous year[86] - The company has adopted high standards of corporate governance and has complied with all provisions of the corporate governance code, except for the separation of roles between the chairman and CEO[91] - The audit committee reviewed the effectiveness of the internal control systems and risk management for the year ending December 31, 2024[92] Employment and Operations - The group employed 1,245 staff as of December 31, 2024, down from 1,334 in 2023, due to changes in the employment structure[76] - The company implemented strict cost control measures and new automation technologies to reduce production costs amid rising expenses[46] Other Financial Metrics - The company reported a basic and diluted earnings per share of RMB 0.02, down from RMB 0.14 in 2023, a decrease of 85.7%[5] - The company’s other comprehensive income for the year was RMB 828, compared to RMB 4,453 in the previous year, reflecting a decline of 81.4%[6] - Other income decreased to approximately RMB 3.4 million from RMB 5.4 million, mainly due to reduced government subsidies[60] - The group recorded a net foreign exchange loss of approximately RMB 300,000 in 2024, a decrease from RMB 4,400,000 in 2023[73]

Financial Performance - For the six months ended June 30, 2024, the company reported revenue of RMB 750,975,000, a decrease of 6.7% compared to RMB 805,245,000 in the same period of 2023[6] - Gross profit for the same period was RMB 305,631,000, down from RMB 328,105,000, reflecting a gross margin decline[6] - Operating profit decreased to RMB 109,237,000 from RMB 139,670,000, indicating a decline of 21.8% year-over-year[6] - The net profit attributable to the company's owners was RMB 44,332,000, down 32.2% from RMB 65,355,000 in the previous year[6] - The company's profit for the six months ended June 30, 2024, was RMB 62,682 thousand, a decrease of 27% compared to RMB 85,888 thousand in the same period of 2023[7] - Total comprehensive income for the period was RMB 59,390 thousand, down 40% from RMB 99,231 thousand year-on-year[7] - The company's net cash generated from operating activities increased to RMB 18,422 thousand, compared to RMB 8,371 thousand in the previous year, representing a 120% increase[11] - The company reported a foreign exchange loss of RMB 3,292 thousand for the period, compared to a gain of RMB 13,343 thousand in the previous year[7] - Basic earnings per share for the six months ended June 30, 2024, were RMB 0.04, down from RMB 0.06 in the same period of 2023[44] Assets and Liabilities - Total assets as of June 30, 2024, were RMB 5,869,289,000, a decrease from RMB 6,006,867,000 at the end of 2023[4] - Total liabilities decreased to RMB 2,458,964,000 from RMB 2,630,640,000, reflecting a reduction of 6.5%[4] - Cash and cash equivalents were reported at RMB 319,895,000, down from RMB 349,794,000, indicating a decrease of 8.5%[3] - The company’s inventory increased slightly to RMB 338,727,000 from RMB 330,619,000, showing a growth of 2.0%[3] - Accounts receivable as of June 30, 2024, totaled RMB 646,884 thousand, a decrease of 11.1% from RMB 728,106 thousand as of December 31, 2023[26] - The net amount of accounts receivable after expected credit loss provisions was RMB 396,950 thousand, down 18.4% from RMB 486,662 thousand as of December 31, 2023[26] - The total liabilities as of June 30, 2024, amounted to RMB 730,123 thousand, a decrease of 12.5% from RMB 834,593 thousand as of December 31, 2023[30] - The total equity as of June 30, 2024, was RMB 1,393,954 thousand, reflecting an increase from RMB 1,292,432 thousand as of December 31, 2023[28] Revenue Segmentation - The segment revenue breakdown includes RMB 313,993 thousand from flavor enhancers, RMB 90,286 thousand from food flavors, and RMB 256,132 thousand from electronic cigarette products[19] - The revenue from the electronic cigarette segment was approximately RMB 256.1 million, a significant decline of 21.6% from RMB 326.5 million in the prior year[57] - The flavor enhancer segment generated revenue of approximately RMB 308.1 million, slightly increasing by 0.7% from RMB 306 million in the previous year[53] - The food flavor segment reported revenue of approximately RMB 90.3 million, an increase of 3.4% from RMB 87.3 million in the same period last year[55] - The daily flavor segment's revenue was approximately RMB 69.6 million, up 12.3% from RMB 62 million in the previous year[56] - The investment property segment saw revenue of approximately RMB 26.9 million, an increase of 15.0% from RMB 23.4 million in the previous year[58] Expenses and Costs - Employee benefits expenses increased to RMB 96,929,000, up 11.5% from RMB 87,114,000[39] - Depreciation and amortization expenses decreased to RMB 56,326,000, down 18.2% from RMB 68,855,000[39] - Sales and marketing expenses were approximately RMB 23.6 million, representing about 3.1% of total revenue, a decrease of 33.3% compared to RMB 35.4 million in the same period last year[63] - Administrative expenses for the same period were approximately RMB 168.5 million, accounting for about 22.4% of total revenue, an increase of 2.2% from RMB 164.9 million year-on-year[63] - The net financial cost for the six months ended June 30, 2024, was RMB (28,007,000), an improvement from RMB (34,373,000) in the same period of 2023[41] Strategic Plans and Developments - The company plans to focus on new product development and market expansion strategies in the upcoming quarters[6] - The company plans to continue expanding its market presence in China and Asia, focusing on the production and sales of flavors, fragrances, and electronic cigarette products[12] - The group plans to implement new strategies in the second half of 2024, including corporate restructuring and establishing new product branding teams to adapt to the growing e-cigarette market[66] - The group has obtained production licenses for e-cigarette oil and products, ensuring compliance with national standards[66] Corporate Governance and Compliance - The company has maintained the same accounting policies as the previous fiscal year, ensuring consistency in financial reporting[14] - The company has not adopted any new accounting standards that would significantly impact its financial performance for the current or future reporting periods[15] - The company continues to evaluate its accounting estimates and judgments, which may affect reported asset and liability amounts[17] - The audit committee, composed of four independent non-executive directors, has reviewed the unaudited interim condensed consolidated financial statements for the six months ending June 30, 2024[91] - The remuneration committee is responsible for considering and approving the remuneration arrangements for senior employees, including salary and bonus plans[92] - The nomination committee reviews the board's structure and diversity, making recommendations for appointments and succession planning[93] - The company has adhered to the corporate governance code throughout the reporting period, except for the separation of the roles of chairman and CEO[94] - All directors confirmed compliance with the standard code of conduct for securities trading during the six-month period ending June 30, 2024[95] Shareholder Information - Major shareholders include Mr. Wang Mingfan with 729,456,226 shares (67.51% of issued share capital), Chuanghua Limited with 348,320,509 shares (32.24%), and Full Ashley Enterprises Limited with 19,318,234 shares (1.79%)[88] - The company has adopted a new share option plan effective from December 12, 2023, allowing for the issuance of up to 10% of the issued shares, which totals 108,051,214 shares[83] - The company has adopted a share incentive plan approved by shareholders on December 11, 2023, allowing for the issuance of ordinary shares at a par value of HKD 0.10 to eligible employees without payment at the time of grant or vesting[85] - As of June 30, 2024, there are 396,000 shares held by the trustee under the share incentive plan that have not yet been granted, with no shares granted during the reporting period[85] - The board does not recommend the distribution of interim dividends for the six months ending June 30, 2024[74] Legal and Regulatory Matters - The company completed the sale of a 51% stake in Mons Co., Ltd. and Boton Medical Co., Ltd. to an independent third party in August 2023[22] - There are ongoing legal proceedings related to the acquisition of Kimree, Inc., involving claims against former sellers for breaching non-competition agreements[79] - The company’s wholly-owned subsidiary in Shenzhen is in discussions regarding compensation for land expropriation by the government for public interest, with no specific compensation amount disclosed yet[78] - As of June 30, 2024, the company reported no significant contingent liabilities[77]

Financial Performance - For the six months ended June 30, 2024, the company reported revenue of RMB 750,975,000, a decrease of 6.7% compared to RMB 805,245,000 for the same period in 2023[5]. - The gross profit for the same period was RMB 305,631,000, reflecting a gross margin of approximately 40.7%, down from RMB 328,105,000 in 2023[5]. - Operating profit decreased to RMB 109,237,000, compared to RMB 139,670,000 in the previous year, indicating a decline of 21.8%[5]. - The net profit attributable to the owners of the company for the period was RMB 44,332,000, down 32.2% from RMB 65,355,000 in 2023[5]. - The total comprehensive income for the period was RMB 59,390,000, down from RMB 99,231,000 in 2023, reflecting a decline of 40.2%[6]. - Basic earnings per share for the period were RMB 0.04, compared to RMB 0.06 for the same period in 2023, reflecting a decrease in profit attributable to owners of the company to RMB 44,332,000 from RMB 65,355,000[35]. - The company reported a fair value loss of RMB 400,000 on investment properties, compared to a gain of RMB 6,200,000 in the same period of 2023[29]. Assets and Liabilities - Total assets as of June 30, 2024, were RMB 5,869,289,000, a decrease from RMB 6,006,867,000 at the end of 2023[3]. - Total liabilities decreased to RMB 2,458,964,000 from RMB 2,630,640,000, representing a reduction of 6.5%[3]. - Cash and cash equivalents amounted to RMB 319,895,000, down from RMB 349,794,000, indicating a decrease of 8.6%[2]. - The net accounts receivable as of June 30, 2024, is 396,950, a decrease from 486,662 as of December 31, 2023[19]. - Total borrowings as of June 30, 2024, amount to 1,522,939, a slight decrease from 1,555,257 as of December 31, 2023[26]. - The company's total borrowings were approximately RMB 1.52 billion as of June 30, 2024, with a debt-to-equity ratio of 44.7%, down from 46.1% as of December 31, 2023[58]. Revenue Segmentation - Total revenue for the six months ended June 30, 2024, was $999.615 million, with a segment revenue of $807.925 million from five divisions[15]. - Revenue from the electronic cigarette segment was approximately RMB 256.1 million, a significant decline of 21.6% from RMB 326.5 million in the previous year due to intense market competition[47]. - Revenue from the flavor enhancer segment was approximately RMB 308.1 million, slightly increasing by 0.7% from RMB 306 million year-on-year[44]. - Revenue from the food flavor segment was approximately RMB 90.3 million, an increase of 3.4% from RMB 87.3 million in the previous year[45]. - Revenue from the daily flavor segment was approximately RMB 69.6 million, up 12.3% from RMB 62 million year-on-year[46]. - Revenue from investment properties increased by 15.0% to approximately RMB 26.9 million from RMB 23.4 million in the previous year[48]. Operational Highlights - The company continues to focus on the production and sales of flavors, fragrances, and electronic cigarette products in China and Asia[7]. - The operating profit for the electronic cigarette segment was a loss of $15.034 million, while the total operating profit across all segments was $109.237 million[15]. - The company plans to launch new electronic cigarette products in the second half of 2024 to restore growth momentum in this segment[47]. - New strategies will be implemented in the second half of 2024, including corporate restructuring and the establishment of new product branding teams to adapt to the evolving electronic cigarette market[56]. - The company has made a significant investment in a construction project on land in Huizhou, Guangdong, with a total fixed asset investment planned at approximately RMB 400 million[67]. Financial Management and Risks - The company faced financial risks including market risk, credit risk, and liquidity risk, which are detailed in the annual financial statements[11]. - The net financial costs for the period were $28.007 million, indicating a need for ongoing financial management[15]. - The net financial cost for the six months ended June 30, 2024, was RMB 28,007,000, a reduction from RMB 34,373,000 in the previous year[32]. - The company recorded a foreign exchange net gain of approximately RMB 700,000 for the six months ended June 30, 2024, compared to a foreign exchange loss of RMB 1.4 million in the same period of 2023[61]. Corporate Governance - The company adheres to high corporate governance standards, complying with all provisions of the Corporate Governance Code, except for the separation of the roles of Chairman and CEO[75]. - All directors confirmed compliance with the standard code of conduct for securities trading during the six-month period ending June 30, 2024[76]. - The Audit Committee, consisting of four independent non-executive directors, reviewed the unaudited interim consolidated financial statements for the six months ending June 30, 2024[72]. - The Remuneration Committee is responsible for considering and approving the compensation arrangements for senior employees, including salary and bonus plans[73]. - The Nomination Committee reviews the board's structure and diversity, making recommendations for director appointments and succession planning[74]. Legal and Regulatory Matters - The company is involved in two legal lawsuits related to the acquisition of Kimree, Inc. and its subsidiaries, with ongoing proceedings against the sellers for breaching non-competition clauses[70]. - The company is in discussions regarding compensation for land acquisition by the Shenzhen government, which is intended for public interest projects[69]. - The company has no significant contingent liabilities other than those disclosed in the management discussion and analysis section[68]. Employee and Operational Changes - The company has a total of 1,080,512 shares issued and fully paid as of June 30, 2024[21]. - The company has a total of 1,259 employees as of June 30, 2024, down from 1,981 employees as of December 31, 2023[66].