Group 1 - The company reported a revenue of HKD 135 million for the six months ending June 30, 2025, representing a year-on-year decrease of 1.1% [1] - The loss attributable to shareholders narrowed to HKD 20.5 million, a reduction of 16.8% year-on-year, with a loss per share of HKD 0.02 [1] - The company's core Joint Design Manufacturing (JDM) business performed poorly due to clients' reluctance to invest in new product development, prompting a strategic shift towards Original Design Manufacturing (ODM) [1] Group 2 - The company observed rapid growth in the instant retail delivery sector in China since 2020, driven by changing consumer habits, increased food delivery during the pandemic, rising mobile phone penetration, and a growing demand for convenience [1] - In December 2024, the company decided to launch a new business segment focused on instant retail delivery systems in China [2] - The company is in the final stages of negotiations with several leading online supermarkets and large physical chain supermarkets to utilize its instant delivery system services [2] - The company plans to provide a comprehensive instant delivery system service, including dedicated electric delivery vehicles, new energy batteries, charging equipment, and smart management software [2] - The company has signed asset procurement agreements to purchase approximately 3,200 electric delivery vehicles and related components, as well as a contract for the use of smart management software [2]

Group 1 - The company reported revenue of HKD 135 million for the six months ending June 30, 2025, representing a year-on-year decrease of 1.1% [1] - Gross profit was HKD 14.56 million, showing a significant year-on-year decline of 47.3% [1] - The loss attributable to shareholders was HKD 20.50 million, an improvement compared to a loss of HKD 24.63 million in the same period last year [1] - Basic loss per share was HKD 0.02 [1]

I. Financial Summary [1.1 Overview of Key Financial Indicators](index=1&type=section&id=1.1%20%E5%85%B3%E9%94%AE%E8%B4%A2%E5%8A%A1%E6%8C%87%E6%A0%87%E6%A6%82%E8%A7%88) Revenue slightly decreased by 1.1% to HK$134,513 thousand, gross profit fell 47.3% to HK$14,564 thousand, and loss for the period narrowed 24.5% to HK$29,889 thousand | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change | | :--- | :--- | :--- | :--- | | Revenue | 134,513 | 136,075 | -1.1% | | Cost of sales | (119,949) | (108,457) | +10.6% | | Gross profit | 14,564 | 27,618 | -47.3% | | Gross profit margin (%) | 10.8% | 20.3% | -9.5 p.p.t. | | Loss for the period from continuing operations | (29,889) | (21,553) | +38.7% | | Loss for the period from discontinued operations | – | (18,049) | -100% | | Loss for the period | (29,889) | (39,602) | -24.5% | | Loss attributable to owners of the Company | (20,501) | (24,635) | -16.8% | | Loss attributable to non-controlling interests | (9,388) | (14,967) | -37.3% | | Basic and diluted loss per share (HK cents) | (2.0) | (2.4) | -16.7% | II. Condensed Consolidated Financial Statements [2.1 Condensed Consolidated Statement of Profit or Loss](index=2&type=section&id=2.1%20%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E8%A1%A8) For the six months ended June 30, 2025, the company reported revenue of HK$134,513 thousand, cost of sales of HK$119,949 thousand, resulting in a gross profit of HK$14,564 thousand, with an operating loss of HK$28,358 thousand and a loss for the period of HK$29,889 thousand | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 134,513 | 136,075 | | Cost of sales | (119,949) | (108,457) | | Gross profit | 14,564 | 27,618 | | Other income and other gains | 1,543 | 5,996 | | Selling and distribution expenses | (8,399) | (11,968) | | Administrative expenses | (18,419) | (22,599) | | Research and development expenses | (11,405) | (16,433) | | Other expenses | (6,242) | (2,741) | | Operating loss | (28,358) | (20,127) | | Finance costs | (1,531) | (1,075) | | Loss before tax | (29,889) | (21,549) | | Loss for the period from continuing operations | (29,889) | (21,553) | | Loss for the period from discontinued operations | – | (18,049) | | Loss for the period | (29,889) | (39,602) | | Loss attributable to owners of the Company | (20,501) | (24,635) | | Loss attributable to non-controlling interests | (9,388) | (14,967) | [2.2 Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=4&type=section&id=2.2%20%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) For the six months ended June 30, 2025, the company reported a loss for the period of HK$29,889 thousand, with net other comprehensive income of HK$2,579 thousand, primarily from exchange differences on translating overseas operations, resulting in a total comprehensive expense of HK$27,310 thousand | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Loss for the period | (29,889) | (39,602) | | Fair value changes of equity investments designated at fair value through other comprehensive income | 84 | (32) | | Exchange differences on translating overseas operations | 2,495 | (4,144) | | Other comprehensive income/(expense) for the period, net of tax | 2,579 | (4,176) | | Total comprehensive expense for the period | (27,310) | (43,778) | | Total comprehensive expense attributable to owners of the Company | (18,850) | (28,528) | | Total comprehensive expense attributable to non-controlling interests | (8,460) | (15,250) | [2.3 Condensed Consolidated Statement of Financial Position](index=5&type=section&id=2.3%20%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) As of June 30, 2025, the company's total non-current assets were HK$28,051 thousand, total current assets were HK$228,217 thousand, and total current liabilities were HK$220,480 thousand, resulting in net current assets of HK$7,737 thousand and net assets of HK$30,178 thousand, a significant decrease from December 31, 2024 | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Total non-current assets | 28,051 | 37,392 | | Total current assets | 228,217 | 218,526 | | Total current liabilities | 220,480 | 189,131 | | Net current assets | 7,737 | 29,395 | | Total assets less current liabilities | 35,788 | 66,787 | | Total non-current liabilities | 5,610 | 9,299 | | Net assets | 30,178 | 57,488 | | Equity attributable to owners of the Company | 73,690 | 92,540 | | Non-controlling interests | (43,512) | (35,052) | | Total equity | 30,178 | 57,488 | III. Notes to the Condensed Consolidated Financial Statements [3.1 Company Information](index=7&type=section&id=3.1%20%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99) Sky Light Holdings Limited, incorporated in the Cayman Islands on December 18, 2013, and listed on the Main Board of the Stock Exchange on July 2, 2015, is an investment holding company whose subsidiaries primarily engage in the production and distribution of home surveillance cameras, digital imaging products, and other electronic products - The company primarily engages in the production and distribution of home surveillance cameras, digital imaging products, and other electronic products[11](index=11&type=chunk)[13](index=13&type=chunk) [3.2 Basis of Preparation](index=7&type=section&id=3.2%20%E7%B7%A8%E8%A3%BD%E5%9F%BA%E6%BA%96) The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 and the Listing Rules, with accounting policies consistent with the 2024 annual report, and no early adoption of new or revised HKFRSs - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 and the Listing Rules, with accounting policies consistent with the 2024 annual report, and no early adoption of new or revised HKFRSs[12](index=12&type=chunk) [3.3 Adoption of New and Revised Hong Kong Financial Reporting Standards](index=8&type=section&id=3.3%20%E6%8E%A1%E7%B4%8D%E6%96%B0%E8%A8%82%E5%8F%8A%E7%B6%93%E4%BF%AE%E8%A8%82%E9%A6%99%E6%B8%AF%E8%B2%A1%E5%8B%99%E5%A0%B1%E5%91%8A%E6%BA%96%E5%89%87) During the interim period, the Group first applied revised Hong Kong Financial Reporting Standards effective January 1, 2025, which had no significant impact on financial performance or position - The Group first applied revised Hong Kong Financial Reporting Standards effective January 1, 2025, which had no significant impact on financial performance or position[14](index=14&type=chunk) [3.4 Operating Segment Information](index=8&type=section&id=3.4%20%E7%B6%93%E7%87%9F%E5%88%86%E9%83%A8%E8%B3%87%E6%96%99) The Group's operating segments include manufacturing and selling camera products and related accessories (continuing operations) and the discontinued AI vending machine business, with revenue primarily from the EU, Hong Kong, the US, and mainland China - The Group's operations consist of manufacturing and selling camera products and related accessories (continuing operations) and the discontinued AI vending machine business[17](index=17&type=chunk) [3.4.1 Business Segments](index=9&type=section&id=3.4.1%20%E4%B8%9A%E5%8A%A1%E5%88%86%E9%83%A8) For the six months ended June 30, 2025, revenue from continuing operations of manufacturing and selling camera products and related accessories was HK$134,513 thousand, with a segment result of HK$14,564 thousand, while the AI vending machine business, now discontinued, contributed no revenue | Business Segment | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | **Continuing Operations** | | | | Revenue from manufacturing and selling camera products and related accessories | 134,513 | 136,075 | | Segment result from manufacturing and selling camera products and related accessories | 14,564 | 27,618 | | **Discontinued Operations** | | | | Revenue from AI vending machine business | – | 3,036 | | Segment result from AI vending machine business | – | 1,748 | | Total loss for the period | (29,889) | (39,602) | [3.4.2 Geographical Information](index=10&type=section&id=3.4.2%20%E5%9C%B0%E7%90%86%E4%BF%A1%E6%81%AF) As of June 30, 2025, revenue from the EU was HK$46,905 thousand, Hong Kong HK$27,693 thousand, the US HK$24,143 thousand, and mainland China HK$7,665 thousand, with non-current assets primarily located in mainland China | Region | 2025 Revenue (HK$ thousand) | 2024 Revenue (HK$ thousand) | | :--- | :--- | :--- | | European Union | 46,905 | 62,066 | | Hong Kong | 27,693 | 2,499 | | United States of America | 24,143 | 38,729 | | Mainland China | 7,665 | 26,676 | | Other countries/regions | 28,107 | 9,141 | | **Total** | **134,513** | **139,111** | | Region | Non-current Assets as of June 30, 2025 (HK$ thousand) | Non-current Assets as of December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Mainland China | 16,693 | 23,445 | | Hong Kong | 1,925 | 127 | | Other countries/regions | 2,760 | 4,938 | | **Total** | **21,378** | **28,510** | [3.4.3 Major Customer Information](index=10&type=section&id=3.4.3%20%E4%B8%BB%E8%A6%81%E5%AE%A2%E6%88%B6%E4%BF%A1%E6%81%AF) As of June 30, 2025, Customer A remained the largest customer, contributing HK$30,319 thousand in revenue, while Customers B, C, and D emerged as new major customers, and Customer F was no longer a major customer | Customer | 2025 Revenue (HK$ thousand) | 2024 Revenue (HK$ thousand) | | :--- | :--- | :--- | | Customer A | 30,319 | 32,908 | | Customer B | 24,648 | Not applicable | | Customer C | 23,921 | Not applicable | | Customer D | 16,196 | Not applicable | | Customer E | 14,604 | 25,097 | | Customer F | Not applicable | 14,592 | [3.5 Revenue](index=11&type=section&id=3.5%20%E6%94%B6%E5%85%A5) For the six months ended June 30, 2025, total revenue from continuing operations was HK$134,513 thousand, primarily from sales of industrial products (HK$133,395 thousand), with manufacturing services contributing HK$1,118 thousand, and no revenue from the discontinued AI vending machine business | Type of Goods or Services | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Sales of industrial products | 133,395 | 135,528 | | Provision of manufacturing services | 1,118 | 547 | | **Total revenue from contracts with customers** | **134,513** | **136,075** | | Revenue recognized at a point in time: goods transferred | 134,513 | 136,075 | | Revenue from discontinued AI vending machine operations | – | 3,036 | [3.6 Finance Costs](index=11&type=section&id=3.6%20%E8%9E%8D%E8%B3%87%E6%88%90%E6%9C%AC) For the six months ended June 30, 2025, total finance costs increased by 42.4% to HK$1,531 thousand, primarily due to higher interest on bank and other borrowings | Source of Interest | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Bank and other borrowings | 1,213 | 659 | | Lease liabilities | 318 | 416 | | **Total** | **1,531** | **1,075** | [3.7 Income Tax Expense](index=12&type=section&id=3.7%20%E6%89%80%E5%BE%97%E7%A8%85%E9%96%8B%E6%94%AF) For the six months ended June 30, 2025, income tax expense from continuing operations was zero, compared to HK$4 thousand in the prior period, with certain mainland China subsidiaries enjoying a preferential 15% tax rate as high-tech enterprises | Tax Type | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Current tax: China corporate income tax | – | 4 | - Mainland China subsidiaries (Sky Light Electronics (Shenzhen) Co, Ltd and Xi'an Tianrui Software Co, Ltd) enjoy a preferential corporate income tax rate of **15%** due to their high-tech enterprise qualifications[29](index=29&type=chunk) [3.8 Loss for the Period](index=13&type=section&id=3.8%20%E6%9C%9F%E5%85%A7%E8%99%A7%E6%90%8D) For the six months ended June 30, 2025, the loss for the period was HK$29,889 thousand, primarily impacted by increased cost of inventories sold, higher net inventory provisions, increased impairment losses on trade and factoring receivables, and net exchange losses | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Cost of inventories sold | 119,949 | 108,457 | | Depreciation of property, plant and equipment | 1,647 | 4,512 | | Depreciation of right-of-use assets | 4,588 | 6,437 | | Amortisation of intangible assets | 629 | 638 | | Research and development expenses | 11,405 | 16,433 | | Employee benefit expenses (excluding directors' and chief executive's emoluments) | 32,331 | 31,877 | | Provision for inventories/(reversal of provision) | 10,641 | (2,991) | | Impairment loss on trade and factoring receivables | 4,460 | 2,676 | | Net exchange loss/(gain) | 2,090 | (3,612) | | Gain on disposal of property, plant and equipment | (1,720) | (817) | - The reversal of inventory provision was primarily due to the utilization of previously provided inventories[34](index=34&type=chunk) [3.9 Dividends](index=14&type=section&id=3.9%20%E8%82%A1%E6%81%AF) The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025, consistent with the prior period - The Board does not recommend the payment of an interim dividend for 2025[35](index=35&type=chunk) [3.10 Loss Per Share](index=14&type=section&id=3.10%20%E6%AF%8F%E8%82%A1%E8%99%A7%E6%90%8D) For the six months ended June 30, 2025, basic and diluted loss per share was 2.0 HK cents, a narrowing from 2.4 HK cents in the prior period, with all losses attributable to continuing operations - No diluted adjustment was made to the basic loss per share amount due to the anti-dilutive effect of the share option scheme[36](index=36&type=chunk) [3.10.1 From Continuing and Discontinued Operations](index=15&type=section&id=3.10.1%20%E4%BE%86%E8%87%AA%E6%8C%81%E7%BA%8C%E5%8F%8A%E5%B7%B2%E7%B5%82%E6%AD%A2%E7%87%9F%E9%81%8B) For the six months ended June 30, 2025, loss attributable to owners of the Company was HK$20,501 thousand, with basic and diluted loss per share of 2.0 HK cents | Indicator | 2025 (HK$ thousand/thousand shares) | 2024 (HK$ thousand/thousand shares) | | :--- | :--- | :--- | | Loss attributable to owners of the Company for the purpose of calculating basic loss per share | (20,501) | (24,635) | | Weighted average number of ordinary shares in issue for the purpose of calculating basic loss per share | 1,008,587 | 1,008,587 | | Basic loss per share (HK cents) | (2.0) | (2.4) | | Diluted loss per share (HK cents) | (2.0) | (2.4) | [3.10.2 From Continuing Operations](index=15&type=section&id=3.10.2%20%E4%BE%86%E8%87%AA%E6%8C%81%E7%BA%8C%E7%87%9F%E9%81%8B) For the six months ended June 30, 2025, loss for the period from continuing operations attributable to owners of the Company was HK$20,501 thousand, with basic loss per share of 2.0 HK cents | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Loss for the period from continuing operations | (20,501) | (15,176) | [3.10.3 From Discontinued Operations](index=15&type=section&id=3.10.3%20%E4%BE%86%E8%87%AA%E5%B7%B2%E7%B5%82%E6%AD%A2%E7%87%9F%E9%81%8B) For the six months ended June 30, 2025, basic loss per share from discontinued operations was zero HK cents, compared to 0.9 HK cents in the prior period, reflecting the elimination of losses from discontinued businesses - For the first half of 2025, basic loss per share from discontinued operations was **zero HK cents** (2024: 0.9 HK cents)[39](index=39&type=chunk) [3.11 Trade and Factoring Receivables](index=16&type=section&id=3.11%20%E8%B2%A3%E6%98%93%E5%8F%8A%E4%BF%9D%E7%90%86%E6%87%89%E6%94%B6%E6%AC%BE%E9%A0%85) As of June 30, 2025, total trade and factoring receivables significantly decreased to HK$41,731 thousand from HK$70,012 thousand at the end of 2024, with increased impairment losses and a higher proportion of receivables overdue by more than 3 months | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Trade receivables | 52,670 | 62,005 | | Impairment loss | (24,952) | (20,192) | | **Net trade receivables** | **27,718** | **41,813** | | Factoring receivables | 14,306 | 28,751 | | Impairment loss | (293) | (552) | | **Net factoring receivables** | **14,013** | **28,199** | | **Total** | **41,731** | **70,012** | | Ageing | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within 1 month | 24,578 | 33,029 | | 1 to 2 months | 1,080 | 8,941 | | 2 to 3 months | 5,544 | 9,977 | | Over 3 months | 10,529 | 18,065 | | **Total** | **41,731** | **70,012** | [3.12 Restricted and Pledged Bank Deposits](index=17&type=section&id=3.12%20%E5%8F%97%E9%99%90%E5%88%B6%E5%8F%8A%E5%B7%B2%E6%8A%B5%E6%8A%BC%E9%8A%80%E8%A1%8C%E5%AD%98%E6%AC%BE) As of June 30, 2025, restricted and pledged bank deposits amounted to HK$2,747 thousand, largely consistent with the end of 2024, primarily used as collateral for bank financing | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Restricted and pledged bank deposits | 2,747 | 2,717 | - Restricted and pledged bank deposits are primarily used as collateral for bank financing[43](index=43&type=chunk) [3.13 Trade Payables](index=17&type=section&id=3.13%20%E8%B2%A3%E6%98%93%E6%87%89%E4%BB%98%E6%AC%BE%E9%A0%85) As of June 30, 2025, total trade payables increased to HK$76,899 thousand from HK$68,028 thousand at the end of 2024, with most payables due within one month | Ageing | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Within 1 month | 49,024 | 40,152 | | 1 to 2 months | 4,718 | 13,988 | | 2 to 3 months | 12,470 | 5,229 | | Over 3 months | 10,687 | 8,659 | | **Total** | **76,899** | **68,028** | - Trade payables are non-interest bearing and generally settled within **30 to 150 days**[44](index=44&type=chunk) [3.14 Interest-Bearing Bank and Other Borrowings](index=18&type=section&id=3.14%20%E8%A8%88%E6%81%AF%E9%8A%80%E8%A1%8C%E5%8F%8A%E5%85%B6%E4%BB%96%E5%80%9F%E6%AC%BE) As of June 30, 2025, interest-bearing bank loans increased to HK$32,876 thousand from HK$25,759 thousand at the end of 2024, all secured, denominated in USD and RMB, with effective annual interest rates ranging from 3.0% to 5.7%, and repayable within one year | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Interest-bearing bank loans (secured) | 32,876 | 25,759 | | Borrowings repayable within one year | 32,876 | 25,759 | - Bank loans are secured by life insurance policies, bank deposits, personal guarantees from controlling shareholders, corporate guarantees from subsidiaries, and directors' properties[47](index=47&type=chunk) - The effective annual interest rates for secured bank loans range from **3.0% to 5.7%** (December 31, 2024: 3.0% to 6.6%)[47](index=47&type=chunk) [3.15 Capital Commitments](index=18&type=section&id=3.15%20%E8%B3%87%E6%9C%AC%E6%89%BF%E6%93%94) As of June 30, 2025, the Group's contracted but unprovided capital commitments for the purchase of plant and machinery were HK$2,014 thousand, largely consistent with the end of 2024, with total bank facilities of HK$110,101 thousand, of which HK$32,876 thousand was utilized | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | | :--- | :--- | :--- | | Contracted but not provided for: purchase of plant and machinery | 2,014 | 2,048 | - The Group has total bank facilities of **HK$110,101 thousand** from banks in Hong Kong and China, of which **HK$32,876 thousand** was utilized at the reporting date[47](index=47&type=chunk) [3.16 Events After the Reporting Period](index=19&type=section&id=3.16%20%E6%9C%9F%E5%BE%8C%E4%BA%8B%E4%BB%B6) Subsequent to the reporting period, the company completed a convertible bond placement of up to HK$70,000,000, increased its stake in Vietnamese subsidiary JSC to 99.45% through capital injection, loan capitalization, and acquisition, and acquired assets for RMB20,000,000 to establish a new supermarket instant delivery system service business segment - The company completed a convertible bond placement with a principal amount of up to **HK$70,000,000** and an **8%** coupon rate[49](index=49&type=chunk) - Through capital injection, loan capitalization, and acquisition, the Group's shareholding in Vietnamese subsidiary JSC increased to **99.45%**[50](index=50&type=chunk) - The company acquired assets for **RMB20,000,000** (approximately **HK$22,000,000**) to establish a new business segment for supermarket instant delivery system services[51](index=51&type=chunk) IV. Management Discussion and Analysis [4.1 Business Review](index=20&type=section&id=4.1%20%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group primarily manufactures and sells camera products and related accessories, and has expanded into supermarket instant delivery system services in China, with camera business revenue slightly down and a loss recorded due to weak global demand and inventory provisions, while the instant delivery service has commenced operations - Revenue from camera products and related accessories was approximately **HK$134.5 million**, a **1.1% decrease** year-on-year, with a loss of approximately **HK$29.9 million**, primarily due to weak global consumer electronics demand and additional inventory provisions[52](index=52&type=chunk) - The Group is strategically transforming from a core Joint Design Manufacturing (JDM) business to an Original Design Manufacturing (ODM) business, with positive results achieved[53](index=53&type=chunk) - The Group has launched a new business segment for supermarket instant retail delivery system services in China and is in discussions with several top-tier online and large physical chain supermarkets[54](index=54&type=chunk) - Asset purchase agreements have been signed for approximately **3,200 electric delivery vehicles** and related accessories, and a smart management software licensing agreement has been entered into with an independent software development company[54](index=54&type=chunk) [4.1.1 Camera Products and Related Accessories Business](index=20&type=section&id=4.1.1%20%E7%9B%B8%E6%A9%9F%E7%94%A2%E5%93%81%E5%8F%8A%E7%9B%B8%E9%97%9C%E9%85%8D%E4%BB%B6%E6%A5%AD%E5%8B%99) Revenue from camera products and related accessories decreased by 1.1% year-on-year to HK$134.5 million, resulting in a HK$29.9 million loss and a gross profit margin decline to 10.8%, primarily due to weak global demand and HK$13.6 million in inventory provisions, as the Group transitions from JDM to ODM business - Revenue from camera products and related accessories was approximately **HK$134.5 million**, a decrease of approximately **1.1%** compared to mid-2024[52](index=52&type=chunk) - The camera business recorded a loss of approximately **HK$29.9 million**, with gross profit margin decreasing to **10.8%**, mainly due to an additional net inventory provision of approximately **HK$13.6 million**[52](index=52&type=chunk) - The Group has begun a strategic transformation towards Original Design Manufacturing (ODM) business to improve financial performance[53](index=53&type=chunk) [4.1.2 Instant Delivery System Services for Supermarkets](index=20&type=section&id=4.1.2%20%E7%82%BA%E5%95%86%E8%B6%85%E6%8F%90%E4%BE%9B%E5%8D%B3%E6%99%82%E9%85%8D%E9%80%81%E7%B3%BB%E7%B5%B1%E6%9C%8D%E5%8B%99) In December 2024, the Group decided to launch a new business segment for supermarket instant retail delivery system services in China to capitalize on the rapid growth of the instant retail delivery industry, and is currently in discussions with various supermarkets and has procured electric delivery vehicles and smart management software - The China supermarket instant retail delivery industry has grown rapidly since 2020, driven by changing consumer habits, widespread food delivery during the pandemic, increased mobile phone penetration, and growing demand for convenience[53](index=53&type=chunk) - The Group is in discussions with several top-tier internet online supermarkets and large physical chain supermarkets to provide a one-stop integrated instant delivery system service[54](index=54&type=chunk) - Approximately **3,200 electric delivery vehicles** and related accessories have been procured, and a smart management software licensing agreement has been entered into with an independent software development company[54](index=54&type=chunk) [4.2 Outlook](index=22&type=section&id=4.2%20%E5%B1%95%E6%9C%9B) Facing global economic weakness and price competition, the camera business will prioritize ODM development, with the Shenzhen factory focusing on ODM and the Vietnam factory on OEM, while the instant delivery system service is viewed as a blue ocean market with significant potential to expand business and revenue streams - The camera business will prioritize ODM development, with the Shenzhen factory primarily engaged in ODM and the Vietnam factory focused on OEM[55](index=55&type=chunk) - The Group will continue to develop innovative products, actively expand product categories, strengthen its sales team (especially in Japan and Europe), and enhance operational capabilities[57](index=57&type=chunk) - Providing instant delivery system services for supermarkets is considered a blue ocean market with immense business potential, especially given the rapid expansion of China's fresh food e-commerce market[56](index=56&type=chunk) [4.2.1 Camera Products and Related Accessories Business](index=22&type=section&id=4.2.1%20%E7%9B%B8%E6%A9%9F%E7%94%A2%E5%93%81%E5%8F%8A%E7%9B%B8%E9%97%9C%E9%85%8D%E4%BB%B6%E6%A5%AD%E5%8B%99) Due to global economic weakness and US tariffs, customers are conservative about new product development, leading the Group to prioritize ODM business, with the Shenzhen factory focusing on ODM and the Vietnam factory on OEM, expecting new ODM products to significantly contribute to second-half 2025 revenue - Global economic weakness and US tariffs have led customers to be conservative in new product development, prompting the Group to prioritize ODM business development[55](index=55&type=chunk) - The Shenzhen factory will primarily engage in ODM business, while the Vietnam factory will mainly focus on OEM business[55](index=55&type=chunk) - The Group believes that new ODM products will make a significant contribution to revenue in the second half of 2025[55](index=55&type=chunk) [4.2.2 Instant Delivery System Services for Supermarkets](index=22&type=section&id=4.2.2%20%E7%82%BA%E5%95%86%E8%B6%85%E6%8F%90%E4%BE%9B%E5%8D%B3%E6%99%82%E9%85%8D%E9%80%81%E7%B3%BB%E7%B5%B1%E6%9C%8D%E5%8B%99) The Group views providing instant delivery system services for supermarkets as a blue ocean market with significant business potential, especially given the rapid expansion of China's fresh food e-commerce market, which will help expand and diversify its business and increase revenue streams - Providing instant delivery system services for supermarkets is considered a blue ocean market with immense business potential, especially given the rapid expansion of China's fresh food e-commerce market[56](index=56&type=chunk) - The Group will expand and diversify its business and increase revenue streams by entering this new business segment[56](index=56&type=chunk) [4.3 Financial Review](index=23&type=section&id=4.3%20%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) This period's financial performance shows a slight revenue decrease, a nearly halved gross profit, and a significant drop in gross profit margin to 10.8% due to increased inventory provisions, while other income and gains substantially decreased, and selling, distribution, administrative, and R&D expenses all declined, reflecting strict cost control, but increased other expenses and finance costs led to a net loss for the period [4.3.1 Turnover](index=23&type=section&id=4.3.1%20%E7%87%9F%E6%A5%AD%E9%A1%8D) For the six months ended June 30, 2025, the Group's turnover was HK$134.5 million, a slight decrease of 1.1% year-on-year, primarily due to a significant reduction in digital imaging product shipments, with home surveillance cameras accounting for the largest share of revenue and other product revenue growing substantially | Product Category | 2025 (HK$ thousand) | % of Total Revenue | 2024 (HK$ thousand) | % of Total Revenue | Revenue Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Home surveillance cameras | 63,759 | 47.4% | 69,889 | 51.4% | (8.8)% | | Digital imaging products | 19,391 | 14.4% | 48,120 | 35.4% | (59.7)% | | Other products | 50,245 | 37.4% | 17,519 | 12.8% | 186.8% | | **Total sales of products** | **133,395** | **99.2%** | **135,528** | **99.6%** | **(1.6)%** | | Manufacturing service income | 1,118 | 0.8% | 547 | 0.4% | 104.4% | | **Total** | **134,513** | **100%** | **136,075** | **100.0%** | **(1.1)%** | | Customer Location | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | European Union | 46,905 | 62,066 | | Hong Kong | 27,693 | 2,499 | | United States | 24,143 | 38,729 | | Mainland China | 7,665 | 23,640 | | Other countries and regions | 28,107 | 9,141 | | **Total** | **134,513** | **136,075** | [4.3.2 Cost of Sales](index=24&type=section&id=4.3.2%20%E9%8A%B7%E5%94%AE%E6%88%90%E6%9C%AC) For the six months ended June 30, 2025, cost of sales increased by 10.6% to HK$119.9 million, representing 89.2% of turnover, primarily due to increased inventory provisions - Cost of sales was approximately **HK$119.9 million**, an increase of approximately **10.6%** compared to mid-2024, accounting for approximately **89.2%** of turnover (mid-2024: approximately 79.7%)[61](index=61&type=chunk) - The increase in cost of sales was primarily due to increased inventory provisions[61](index=61&type=chunk) [4.3.3 Gross Profit](index=25&type=section&id=4.3.3%20%E6%AF%9B%E5%88%A9) For the six months ended June 30, 2025, gross profit was HK$14.6 million, a 47.3% decrease from the prior period, with gross profit margin falling from 20.3% to 10.8%, mainly due to increased costs from inventory provisions | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Revenue | 134,513 | 136,075 | | Cost of sales | (119,949) | (108,457) | | Gross profit | 14,564 | 27,618 | | Gross profit margin | 10.8% | 20.3% | - Gross profit margin decreased from approximately **20.3%** in mid-2024 to approximately **10.8%** in mid-2025, primarily due to increased costs from inventory provisions[62](index=62&type=chunk) [4.3.4 Other Income and Other Gains](index=25&type=section&id=4.3.4%20%E5%85%B6%E4%BB%96%E6%94%B6%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%A2%9E%E7%9B%8A) For the six months ended June 30, 2025, other income and other gains significantly decreased to HK$1.5 million from HK$6.0 million in the prior period, primarily due to a reduction in net exchange gains of approximately HK$5.7 million - Other income and other gains significantly decreased to approximately **HK$1.5 million** (mid-2024: approximately **HK$6.0 million**), primarily due to a reduction in net exchange gains of approximately **HK$5.7 million**[63](index=63&type=chunk) [4.3.5 Selling and Distribution Expenses](index=26&type=section&id=4.3.5%20%E9%8A%B7%E5%94%AE%E5%8F%8A%E5%88%86%E9%8A%B7%E9%96%8B%E6%94%AF) For the six months ended June 30, 2025, selling and distribution expenses significantly decreased by 29.8% to HK$8.4 million, mainly due to a reduction in salaries and allowances of approximately HK$1.1 million and a decrease in advertising expenses of approximately HK$1.9 million - Selling and distribution expenses significantly decreased by approximately **29.8%** to approximately **HK$8.4 million** from approximately **HK$12.0 million** in mid-2024[64](index=64&type=chunk) - The decrease was primarily due to a reduction in salaries and allowances of approximately **HK$1.1 million** and a decrease in advertising expenses of approximately **HK$1.9 million**[64](index=64&type=chunk) [4.3.6 Administrative Expenses](index=26&type=section&id=4.3.6%20%E8%A1%8C%E6%94%BF%E9%96%8B%E6%94%AF) For the six months ended June 30, 2025, administrative expenses significantly decreased by 18.5% to HK$18.4 million, primarily due to a reduction in salaries and allowances of approximately HK$4.0 million and the Group's strict cost control measures - Administrative expenses significantly decreased by approximately **18.5%** to approximately **HK$18.4 million** from approximately **HK$22.6 million** in mid-2024[65](index=65&type=chunk) - The decrease was primarily due to a reduction in salaries and allowances of approximately **HK$4.0 million** and the Group's strict cost control measures[65](index=65&type=chunk) [4.3.7 Research and Development Costs](index=26&type=section&id=4.3.7%20%E7%A0%94%E7%99%BC%E6%88%90%E6%9C%AC) For the six months ended June 30, 2025, research and development costs were HK$11.4 million, a 30.6% decrease from the prior period, primarily due to a reduction in R&D staff remuneration and benefits of approximately HK$3.6 million and the Group's strict cost control - Research and development costs were approximately **HK$11.4 million**, a decrease of approximately **30.6%** from approximately **HK$16.4 million** in mid-2024[66](index=66&type=chunk) - The decrease was primarily due to a reduction in R&D staff remuneration and benefits of approximately **HK$3.6 million** and the Group's strict cost control[66](index=66&type=chunk) [4.3.8 Other Expenses](index=27&type=section&id=4.3.8%20%E5%85%B6%E4%BB%96%E9%96%8B%E6%94%AF) For the six months ended June 30, 2025, other expenses significantly increased to HK$6.2 million from HK$2.7 million in the prior period, primarily due to an increase in impairment losses on trade and factoring receivables of approximately HK$1.7 million - Other expenses significantly increased to approximately **HK$6.2 million** from approximately **HK$2.7 million** in mid-2024[67](index=67&type=chunk) - The increase was primarily due to an increase in impairment losses on trade and factoring receivables of approximately **HK$1.7 million**[67](index=67&type=chunk) [4.3.9 Finance Costs](index=27&type=section&id=4.3.9%20%E8%9E%8D%E8%B3%87%E6%88%90%E6%9C%AC) For the six months ended June 30, 2025, finance costs significantly increased by 42.4% to HK$1.5 million, primarily due to an increase in interest on bank and other borrowings of approximately HK$0.5 million - Finance costs significantly increased by approximately **42.4%** to approximately **HK$1.5 million** from approximately **HK$1.1 million** in mid-2024[68](index=68&type=chunk) - The increase was primarily due to an increase in interest on bank and other borrowings of approximately **HK$0.5 million**[68](index=68&type=chunk) [4.3.10 Net Loss](index=27&type=section&id=4.3.10%20%E8%99%A7%E6%90%8D%E6%B7%A8%E9%A1%8D) Based on the aforementioned factors, the Group recorded a net loss of approximately HK$29.9 million for the six months ended June 30, 2025, with a loss attributable to non-controlling interests of approximately HK$9.4 million - The Group recorded a loss of approximately **HK$29.9 million** for mid-2025 (loss attributable to non-controlling interests of approximately **HK$9.4 million**)[69](index=69&type=chunk) [4.4 Liquidity and Financial Resources](index=28&type=section&id=4.4%20%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E5%8F%8A%E8%B2%A1%E5%8B%99%E8%B3%87%E6%BA%90) This period saw an increase in net cash flow from operating activities, a shift from net outflow to net inflow in investing activities, and a shift from net outflow to net inflow in financing activities, resulting in a net increase in cash and cash equivalents, while the Group's gearing ratio significantly rose due to increased interest-bearing bank borrowings, capital expenditure decreased, and no significant off-balance sheet transactions occurred, with the Group facing foreign exchange risk but not engaging in hedging, and internal financial investment policies dictating low-risk investment standards [4.4.1 Cash Flow](index=28&type=section&id=4.4.1%20%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F) For the six months ended June 30, 2025, net cash generated from operating activities was HK$12.0 million, net cash generated from investing activities was HK$5.4 million, and net cash generated from financing activities was HK$0.9 million, resulting in a net increase in cash and cash equivalents of HK$18.3 million | Cash Flow Type | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Net cash generated from operating activities | 12,003 | 8,476 | | Net cash generated from/(used in) investing activities | 5,440 | (1,188) | | Net cash generated from/(used in) financing activities | 885 | (10,191) | | Net increase/(decrease) in cash and cash equivalents | 18,328 | (2,903) | | Effect of exchange rate changes | 2,666 | (4,697) | | Cash and cash equivalents at January 1 | 38,450 | 35,352 | | Cash and cash equivalents at June 30 | 59,444 | 27,752 | - Net cash generated from operating activities primarily reflects loss before tax, increase in inventories, decrease in trade receivables, and increase in other payables[70](index=70&type=chunk) - Net cash generated from investing activities primarily includes proceeds from disposal of property, plant and equipment[71](index=71&type=chunk) [4.4.2 Borrowings and Pledges of Assets](index=29&type=section&id=4.4.2%20%E5%80%9F%E6%AC%BE%E5%8F%8A%E8%B3%87%E7%94%A2%E6%8A%B5%E6%8A%BC) As of June 30, 2025, the Group had total bank facilities of HK$110.1 million, of which HK$32.9 million was utilized, with bank loans secured by life insurance policies, bank deposits, personal guarantees from controlling shareholders, corporate guarantees from subsidiaries, and directors' properties, bearing effective annual interest rates from 3.0% to 5.7%, all repayable within one year - The Group obtained bank facilities of approximately **HK$110.1 million** from banks in Hong Kong and China, of which approximately **HK$32.9 million** was utilized[72](index=72&type=chunk) - Bank loans are secured by life insurance policies, bank deposits, personal guarantees from controlling shareholders, corporate guarantees from subsidiaries, and directors' properties[72](index=72&type=chunk) - The effective annual interest rates for secured bank loans range from **3.0% to 5.7%**, and all borrowings are repayable within one year[72](index=72&type=chunk) [4.4.3 Gearing Ratio](index=29&type=section&id=4.4.3%20%E8%B3%87%E7%94%A2%E8%B2%A0%E5%82%B5%E6%AF%94%E7%8E%87) As of June 30, 2025, the Group's gearing ratio increased significantly to 151.6% from 75.1% at the end of 2024, primarily due to an increase in interest-bearing bank borrowings - The gearing ratio increased from approximately **75.1%** as of December 31, 2024, to approximately **151.6%** as of June 30, 2025[73](index=73&type=chunk) - The increase in gearing ratio was primarily due to an increase in interest-bearing bank borrowings in mid-2025[73](index=73&type=chunk) [4.4.4 Capital Expenditure](index=29&type=section&id=4.4.4%20%E8%B3%87%E6%9C%AC%E9%96%8B%E6%94%AF) For the six months ended June 30, 2025, the Group's capital expenditure for the purchase of property, plant and equipment and intangible assets was approximately HK$2.0 million, a decrease from HK$3.5 million in the prior period - The Group made investments in the purchase of property, plant and equipment and intangible assets of approximately **HK$2.0 million** in mid-2025 (mid-2024: approximately **HK$3.5 million**)[74](index=74&type=chunk) [4.4.5 Off-Balance Sheet Transactions](index=29&type=section&id=4.4.5%20%E8%B3%87%E7%94%A2%E8%B2%A0%E5%82%B5%E8%A1%A8%E5%A4%96%E4%BA%A4%E6%98%93) As of June 30, 2025, the Group had not entered into any significant off-balance sheet transactions - The Group had not entered into any significant off-balance sheet transactions in mid-2025[75](index=75&type=chunk) [4.4.6 Foreign Exchange Risk and Exchange Rate Risk](index=30&type=section&id=4.4.6%20%E5%A4%96%E5%8C%AF%E9%A2%A8%E9%9A%AA%E5%8F%8A%E5%8C%AF%E7%8E%87%E9%A2%A8%E9%9A%AA) The Group faces transactional currency risk, with approximately 90.8% of sales denominated in currencies other than the functional currency in mid-2025, and while exchange rate fluctuations had no significant impact this period, the Group did not engage in derivative activities or use financial instruments to hedge foreign exchange risk - Approximately **90.8%** of the Group's sales are denominated in currencies other than the functional currency of the relevant operating units, exposing it to transactional currency risk[76](index=76&type=chunk) - Exchange rate fluctuations had no significant impact on the Group in mid-2025, and it did not engage in derivative activities or use financial instruments to hedge foreign exchange risk[76](index=76&type=chunk) [4.4.7 Financial Policy](index=30&type=section&id=4.4.7%20%E8%B2%A1%E6%94%BF%E6%94%BF%E7%AD%96) The Group held no investments under its financial policy in mid-2025, which dictates investment only in bank-listed lowest-risk wealth management products and debt securities rated above "BBB" or "baa" with a maturity of less than one year or readily convertible to cash, ensuring outstanding balances of wealth management products do not exceed 50% of the total cash and cash equivalents plus wealth management products - The Group had no investments under its financial policy in mid-2025[77](index=77&type=chunk) - The internal financial investment policy stipulates investment only in bank-listed lowest-risk wealth management products and debt securities rated above "BBB" or "baa", with a maturity of less than one year or readily convertible to cash[77](index=77&type=chunk) - The outstanding balance of wealth management products must not exceed **50%** of the total cash and cash equivalents plus wealth management products[77](index=77&type=chunk) [4.5 Employees and Remuneration Policy](index=31&type=section&id=4.5%20%E5%83%B1%E5%93%A1%E5%8F%8A%E8%96%AA%E9%85%AC%E6%94%BF%E7%AD%96) As of June 30, 2025, the Group's total number of employees increased to 1,014, with staff costs of approximately HK$32.3 million, a decrease from the prior period, and the Group aims to provide above-market remuneration to R&D personnel and regularly reviews its remuneration and benefits policies to attract and retain talent - As of June 30, 2025, the Group employed a total of **1,014 employees** (December 31, 2024: 764 employees)[79](index=79&type=chunk) - Staff costs (excluding directors' emoluments and contributions to pension schemes) were approximately **HK$32.3 million** in mid-2025 (mid-2024: approximately **HK$35.3 million**)[79](index=79&type=chunk) - The Group strives to provide above-market remuneration to R&D personnel and regularly reviews its remuneration and benefits policies[79](index=79&type=chunk) [4.6 Material Investments Held](index=31&type=section&id=4.6%20%E6%89%80%E6%8C%81%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B3%87) As of June 30, 2025, the Group held no material investments valued at 5% or more of the company's total assets - The Group held no investments valued at **5%** or more of the Company's total assets in mid-2025[80](index=80&type=chunk) [4.7 Future Plans for Material Investments or Capital Assets](index=31&type=section&id=4.7%20%E6%9C%89%E9%97%9C%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B3%87%E6%88%96%E8%B3%87%E6%9C%AC%E8%B3%87%E7%94%A2%E7%9A%84%E6%9C%AA%E4%BE%86%E8%A8%88%E5%8A%83) As of the date of this announcement, the Group has no future plans for material investments or capital assets - As of the date of this announcement, the Group has no plans for material investments or capital assets[81](index=81&type=chunk) [4.8 Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures](index=31&type=section&id=4.8%20%E6%B6%89%E5%8F%8A%E9%99%84%E5%B1%AC%E5%85%AC%E5%8F%B8%E3%80%81%E7%9B%B8%E8%81%AF%E5%85%AC%E5%8F%B8%E5%8F%8A%E5%90%88%E7%87%9F%E4%BC%81%E6%A5%AD%E7%9A%84%E9%87%8D%E5%A4%A7%E6%94%B6%E8%B3%BC%E5%8F%8A%E5%87%BA%E5%94%AE) As of June 30, 2025, the Group had no material acquisitions or disposals involving subsidiaries, associates, and joint ventures - The Group had no material acquisitions or disposals involving subsidiaries, associates, and joint ventures in mid-2025[82](index=82&type=chunk) V. Financial Position and Subsequent Events [5.1 Contingent Liabilities](index=32&type=section&id=5.1%20%E6%88%96%E7%84%B6%E8%B2%A0%E5%82%B5) As of June 30, 2025, the Group had no significant contingent liabilities - The Group had no significant contingent liabilities as of June 30, 2025[83](index=83&type=chunk) [5.2 Dividends](index=32&type=section&id=5.2%20%E8%82%A1%E6%81%AF) The Board does not recommend the payment of an interim dividend for mid-2025, consistent with the prior period - The Board does not recommend the payment of an interim dividend for mid-2025[84](index=84&type=chunk) [5.3 Financial Position as of June 30, 2025](index=32&type=section&id=5.3%20%E6%96%BC2025%E5%B9%B46%E6%9C%8830%E6%97%A5%E7%9A%84%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81) As of June 30, 2025, the Group's total equity was HK$30.2 million, total assets HK$256.3 million, and total liabilities HK$226.1 million, with total equity significantly decreasing from the end of 2024 | Indicator | June 30, 2025 (HK$ million) | December 31, 2024 (HK$ million) | | :--- | :--- | :--- | | Total equity | 30.2 | 57.5 | | Total assets | 256.3 | 255.9 | | Total liabilities | 226.1 | 198.4 | [5.4 Events After Reporting Period](index=32&type=section&id=5.4%20%E5%A0%B1%E5%91%8A%E6%9C%9F%E5%BE%8C%E4%BA%8B%E9%A0%85) Subsequent to the reporting period, the company completed a convertible bond placement of up to HK$70,000,000, increased its stake in Vietnamese subsidiary JSC to 99.45% through capital injection, loan capitalization, and acquisition, and acquired assets for RMB20,000,000 to establish a new supermarket instant delivery system service business segment [5.4.1 Placement of Convertible Bonds Under General Mandate](index=32&type=section&id=5.4.1%20%E6%A0%B9%E6%93%9A%E4%B8%80%E8%88%AC%E6%8E%88%E6%AC%8A%E9%85%8D%E5%94%AE%E5%8F%AF%E6%8F%9B%E8%82%A1%E5%82%B5%E5%88%B8) The company entered into a new placement agreement with a placing agent to complete a convertible bond placement with a principal amount of up to HK$70,000,000 and an 8% coupon rate, following the termination of a previous 5% coupon rate placement agreement - The company entered into a new placing agreement with Funderstone Securities Limited to complete a convertible bond placement with a principal amount of up to **HK$70,000,000** and an **8%** coupon rate[87](index=87&type=chunk) - A previous placing agreement with a principal amount of up to **HK$70,000,000** and a **5%** coupon rate was terminated[86](index=86&type=chunk) [5.4.2 Discloseable Transaction Regarding JSC Equity](index=33&type=section&id=5.4.2%20%E6%9C%89%E9%97%9CJSC%E8%82%A1%E6%9C%AC%E7%9A%84%E9%A0%88%E4%BA%88%E6%8A%AB%E9%9C%B2%E4%BA%A4%E6%98%93) Through SL Vietnam's capital injection into JSC (US$1,000,000), Sky Light Imaging's loan capitalization into JSC (US$11,000,000), and SL Vietnam's acquisition of JSC joint venture partner shares (US$100,000), the Group's shareholding in JSC increased to 99.45% - SL Vietnam injected **US$1,000,000** into JSC, subscribing for **2,495,500** new JSC shares[90](index=90&type=chunk) - Sky Light Imaging capitalized **US$11,000,000** of outstanding loans, subscribing for **5,046,285** new JSC shares[90](index=90&type=chunk) - SL Vietnam acquired **2,348,675** JSC shares from a JSC joint venture partner for **US$100,000**, after which the Group will hold **99.45%** of JSC's total issued share capital[89](index=89&type=chunk)[90](index=90&type=chunk) [5.4.3 Discloseable Transaction for Asset Acquisition](index=34&type=section&id=5.4.3%20%E9%A0%88%E4%BA%88%E6%8A%AB%E9%9C%B2%E4%BA%A4%E6%98%93%E6%94%B6%E8%B3%BC%E8%B3%87%E7%94%A2) A wholly-owned indirect subsidiary of the company acquired 3,200 electric delivery vehicles, 4,000 sets of new energy batteries, and 160 sets of new energy charging equipment for RMB20,000,000 (approximately HK$22,000,000) to establish a new business segment for supermarket instant delivery system services - A wholly-owned indirect subsidiary of the company acquired **3,200 electric delivery vehicles**, **4,000 sets of new energy batteries**, and **160 sets of new energy charging equipment** for **RMB20,000,000** (approximately **HK$22,000,000**)[92](index=92&type=chunk) - This acquisition aims to establish a new business segment for the Group's supermarket instant delivery system services[92](index=92&type=chunk) VI. Other Information [6.1 Purchase, Sale or Redemption of Listed Securities](index=34&type=section&id=6.1%20%E8%B3%BC%E8%B2%B7%E3%80%81%E5%87%BA%E5%94%AE%E6%88%96%E8%B4%96%E5%9B%9E%E4%B8%8A%E5%B8%82%E8%AD%89%E5%88%B8) As of June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities, and the company held no treasury shares - Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[93](index=93&type=chunk) - As of June 30, 2025, the company held no treasury shares[94](index=94&type=chunk) [6.2 Corporate Governance Code](index=35&type=section&id=6.2%20%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%AE%88%E5%89%87) The company has adopted the principles and code provisions of the Corporate Governance Code under Appendix C1 of the Listing Rules, and has complied with all applicable code provisions during this period, except for code provision C.2.1 regarding the separation of roles for Chairman and Chief Executive Officer, which the Board believes benefits unified leadership and business prospects - The company has adopted the principles and code provisions of the Corporate Governance Code under Appendix C1 of the Listing Rules[95](index=95&type=chunk) - The company deviates from code provision C.2.1, with Mr Deng Rongfang serving concurrently as Chairman of the Board and Chief Executive Officer[96](index=96&type=chunk) - The Board believes Mr Deng's dual role provides strong and unified leadership, with sufficient safeguards to ensure a balance of power on the Board[96](index=96&type=chunk) [6.3 Standard Code for Securities Transactions by Directors](index=35&type=section&id=6.3%20%E8%91%A3%E4%BA%8B%E9%80%B2%E8%A1%8C%E8%AD%89%E5%88%B8%E4%BA%A4%E6%98%93%E7%9A%84%E6%A8%99%E6%BA%96%E5%AE%88%E5%89%87) The company has adopted the Standard Code for Securities Transactions by Directors as set out in Appendix C3 of the Listing Rules, with all directors confirming full compliance during this period, and written guidelines for employees with inside information have been established, with no non-compliance found - The company has adopted the Standard Code for Securities Transactions by Directors as set out in Appendix C3 of the Listing Rules, and directors confirm full compliance[97](index=97&type=chunk) - The company has established written guidelines for employees who may possess inside information regarding securities transactions, with no non-compliance found during this period[98](index=98&type=chunk) [6.4 Audit Committee](index=36&type=section&id=6.4%20%E5%AF%A9%E6%A0%B8%E5%A7%94%E5%93%A1%E6%9C%83) The Audit Committee, comprising three independent non-executive directors with Ms Lo Wan Man as chairperson, has reviewed these interim results and is satisfied they are prepared in accordance with applicable accounting standards, with no disagreements on accounting treatments - The Audit Committee comprises three independent non-executive directors, with Ms Lo Wan Man as chairperson[99](index=99&type=chunk) - The Committee has reviewed these interim results, is satisfied they are prepared in accordance with applicable accounting standards, and has no disagreements on accounting treatments[99](index=99&type=chunk) [6.5 Publication of Interim Results and Interim Report](index=36&type=section&id=6.5%20%E5%88%8A%E7%99%BC%E4%B8%AD%E6%9C%9F%E6%A5%AD%E7%B8%BE%E5%8F%8A%E4%B8%AD%E6%9C%9F%E5%A0%B1%E5%91%8A) This 2025 interim results announcement has been published on the HKEXnews website and the company's website, and the interim report will be dispatched to shareholders and available on the aforementioned websites in due course - This 2025 interim results announcement has been published on the HKEXnews website and the company's website[100](index=100&type=chunk) - The company's 2025 interim report will be dispatched to shareholders and available on the aforementioned websites in due course[100](index=100&type=chunk) VII. Acknowledgement [7.1 Board's Appreciation](index=37&type=section&id=7.1%20%E8%91%A3%E4%BA%8B%E6%9C%83%E8%87%B4%E8%AC%9D) The Board extends its gratitude to all stakeholders and business partners for their unwavering support, and to the directors, management, and employees for their dedication and contributions to the business's progress - The Board thanks all stakeholders, business partners, directors, management, and employees for their support and contributions to the business's progress[101](index=101&type=chunk)

SKY LIGHT HOLDINGS LIMITED ( ) ( ) ( ) 2025 8 29 ( ) 2025 6 30 6 ( ) 2025 8 19 ( 3882) ...

FF301 本月底法定/註冊股本總額： HKD 20,000,000 第 1 頁 共 10 頁 v 1.1.1 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: 天彩控股有限公司 (於開曼群島註冊成立之有限公司) 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) | 03882 | 說明 | 天彩控股 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,000,000 | HKD | | 0.01 | HKD | | 20,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | ...

Core Viewpoint - Tian Cai Holdings (03882.HK) is in advanced negotiations with several leading online supermarkets and large physical chain supermarkets to utilize its instant delivery system services in certain regions of China [1] Group 1: Business Development - The company will provide a comprehensive instant delivery system service that includes dedicated electric delivery vehicles, new energy batteries, new energy charging equipment, and corresponding smart management software [1] - An independent software development company has been contracted to provide smart management software, which will cover all regions in China [1] Group 2: Operational Efficiency - The instant delivery system service will be offered through an online platform established by the independent software development company, connecting the company with delivery riders [1] - Delivery riders will rent electric delivery vehicles and related accessories through the online platform, which will also enhance order fulfillment efficiency by optimizing delivery routes [1] Group 3: Revenue Model - Riders will earn service fees directly from the delivery platform for each completed instant retail delivery order, while also paying monthly rental and charging fees for the electric delivery vehicles through the online platform [1] - The smart management software is a SaaS-based fleet management system that includes features such as AI scheduling for electric delivery vehicles, energy consumption management, and automated settlement of rental and charging fees [2]

Group 1 - The company has announced a new business segment focused on providing an instant delivery system service for chain supermarkets and hypermarkets [1] - The company is in advanced negotiations with several leading online supermarkets and large physical chain supermarkets to utilize its instant delivery system service in certain regions of China [2] - The instant delivery system service will include a comprehensive solution for supermarkets and delivery personnel, featuring dedicated electric delivery vehicles, new energy batteries, charging equipment, and corresponding smart management software [2] Group 2 - The company has signed a licensing agreement with an independent software development company for smart management software, which will be used across all regions in China [3] - The online platform will allow delivery personnel to rent electric delivery vehicles and related accessories, optimizing delivery efficiency through features such as AI scheduling and route optimization [3] - The smart management software operates on a SaaS platform and includes functionalities like energy consumption management and automated settlement of rental and charging fees [3][4] Group 3 - The company has entered into a procurement contract with a supplier for a total amount of RMB 20 million, involving 3,200 sets of electric delivery vehicles and related accessories [5] - The procurement will ensure that the vehicles meet the company's specified functionality, quality, and safety standards for rental by delivery personnel [5] Group 4 - The company is in in-depth discussions with several financing leasing companies to arrange financial leasing for the electric delivery vehicles once they are registered with the relevant government departments [6] - The board believes that providing instant delivery system services to supermarkets represents a blue ocean market, particularly with the rapid expansion of the domestic fresh e-commerce market [6] - The company anticipates that this new business segment will significantly diversify its operations and increase revenue sources [6]

Core Viewpoint - Tian Cai Holdings (03882) has announced a capital injection and loan capitalization agreement with JSC, which will significantly increase its stake in JSC and improve JSC's capital structure [1][2] Group 1: Capital Injection Agreement - On July 7, 2025, Tian Cai Holdings' indirect non-wholly owned subsidiary SL Vietnam agreed to subscribe for new shares in JSC, representing 26.89% of JSC's total issued share capital as of the announcement date, with a total subscription price of $1 million for general working capital [1] - After the completion of the capital injection, SL Vietnam's stake in JSC will be 21.19% of the total issued share capital [1] Group 2: Loan Capitalization Agreement - On July 16, 2025, SL Imaging, a wholly-owned subsidiary of Tian Cai Holdings, entered into a loan capitalization agreement with JSC, agreeing to subscribe for capitalized shares representing 54.38% of JSC's total issued share capital as of the announcement date, with a total issuance price of $11 million to capitalize unpaid loan principal [1] - Following the completion of the loan capitalization, SL Imaging will hold 30.00% of JSC's total issued share capital [1] Group 3: Share Purchase Agreement - After the completion of the capital injection and loan capitalization, SL Vietnam will enter into a share purchase agreement with the seller (a joint venture partner of JSC), agreeing to purchase shares representing 25.31% of JSC's total issued share capital as of the announcement date, for a consideration of $100,000 [2] - Upon completion of all transactions, Tian Cai Holdings will hold 99.45% of JSC's total issued share capital, with 69.45% held through SL Vietnam and 30.00% through SL Imaging [2] Group 4: Strategic Implications - The capital injection and loan capitalization will enhance JSC's capital structure and improve its debt-to-equity ratio, enabling JSC to expand its production facilities and capacity in Vietnam amid U.S. tariff issues [2]

Core Viewpoint - The company, Tian Cai Holdings, is engaging in significant capital transactions involving its indirect non-wholly owned subsidiary, JSC, to enhance its operational capacity and financial stability in response to market conditions, particularly the U.S. tariff situation [1][3]. Group 1: Capital Injection and Share Issuance - On July 7, 2025, SL Vietnam, an indirect non-wholly owned subsidiary of the company, entered into a capital injection agreement with JSC, agreeing to subscribe for new shares representing 26.89% of JSC's total issued share capital as of the announcement date, with a total subscription price of $1,000,000 for general working capital [1]. - Following the completion of the capital injection, SL Imaging, a wholly-owned subsidiary, will also enter into a loan capitalization agreement with JSC, agreeing to subscribe for capitalized shares representing 54.38% of JSC's total issued share capital as of the announcement date, with a total issuance price of $11,000,000 to capitalize outstanding loan principal [1][3]. Group 2: Ownership Structure Post Transactions - After the completion of the capital injection and loan capitalization, SL Vietnam will enter into a purchase agreement to acquire shares from the seller, which will result in the company holding 99.45% of JSC's total issued share capital, with 69.45% held through SL Vietnam and 30.00% through SL Imaging [2]. - As of the announcement date, the group holds 73.70% of JSC's issued share capital, with the seller and independent third parties holding 25.31% and 0.99%, respectively [2]. Group 3: Financial Impact and Strategic Goals - The capital injection and loan capitalization are expected to improve JSC's capital structure and debt ratio, thereby enhancing its ability to expand production facilities and capacity in Vietnam amid U.S. tariff challenges [3].

Group 1 - The company is in discussions with several leading online supermarkets and large physical chain supermarkets to provide instant delivery system services in specific regions [1] - The company will offer a comprehensive instant delivery system service that includes dedicated electric delivery vehicles, new energy batteries, new energy charging equipment, and corresponding intelligent management software [1] - A memorandum of understanding has been signed with an independent third-party service provider regarding the licensing of intelligent management software, which is a SaaS-based fleet management system [1] Group 2 - The company is negotiating with multiple OEM or ODM manufacturers for electric delivery vehicles, new energy batteries, and new energy charging equipment to procure logistics hardware that meets specified functional, quality, and safety standards [1] - The board believes that providing instant delivery system services to supermarkets represents a blue ocean market with significant commercial potential [2] - By entering the instant delivery system service sector, the company aims to diversify its business and increase revenue sources [2]