Core Viewpoint - Wanma Holdings (06928) reported a mid-year performance for 2025, showing a revenue of 148.97 million Singapore dollars, which represents a year-on-year increase of 7.8%. However, the company experienced a net loss of 194.55 million Singapore dollars, widening by 25.3% compared to the previous year, with a basic loss per share of 0.43 Singapore cents [1] Financial Performance - Revenue for the first half of 2025 reached 148.97 million Singapore dollars, marking a 7.8% increase year-on-year [1] - The net loss amounted to 194.55 million Singapore dollars, which is a 25.3% increase in losses compared to the same period last year [1] - Basic loss per share was reported at 0.43 Singapore cents [1]

Core Insights - Wanma Holdings (06928) reported a mid-year performance for 2025, with revenue of SGD 1.4897 million, representing a year-on-year increase of 7.8% [1] - The company experienced a net loss of SGD 1.9455 million, which is a 25.3% increase compared to the previous year [1] - Basic loss per share was recorded at 0.43 Singapore cents [1]

[Overview](index=1&type=section&id=Overview) The company reported a 7.8% increase in unaudited revenue for the six months ended June 30, 2025, alongside a 25.4% rise in unaudited loss and a 26.5% increase in loss per share Unaudited Financial Highlights | Metric | Six Months Ended June 30, 2025 (SGD) | Six Months Ended June 30, 2024 (SGD) | Change (%) | | :--- | :--- | :--- | :--- | | Unaudited Revenue | 1,490,000 | 1,382,000 | 7.8% | | Unaudited Loss | 1,946,000 | 1,552,000 | 25.4% | | Basic and Diluted Loss Per Share | 0.43 cents | 0.34 cents | 26.5% | [Condensed Consolidated Financial Statements](index=2&type=section&id=Condensed%20Consolidated%20Financial%20Statements) This section presents the condensed consolidated financial statements, including the statement of comprehensive income, financial position, changes in equity, and cash flows [Condensed Consolidated Statement of Comprehensive Income](index=2&type=section&id=Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) For the six months ended June 30, 2025, the Group's revenue increased by 7.8% year-on-year, but the loss for the period expanded by 25.4% due to decreased cost of sales, a shift from other income to loss, and increased selling, distribution, and administrative expenses Condensed Consolidated Statement of Comprehensive Income | Metric | 2025 (SGD) | 2024 (SGD) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 1,489,655 | 1,382,320 | 7.8% | | Cost of Sales | (801,092) | (973,022) | -17.6% | | Gross Profit | 688,563 | 409,298 | 68.2% | | Other Income, Gains and Losses, Net | (113,588) | 161,913 | -170.1% | | Selling and Distribution Expenses | (393,552) | (262,744) | 49.8% | | Administrative Expenses | (2,129,075) | (1,887,744) | 12.8% | | Loss Before Tax | (1,945,531) | (1,552,140) | 25.3% | | Loss and Total Comprehensive Expenses for the Period | (1,945,531) | (1,552,140) | 25.3% | | Basic and Diluted Loss Per Share (cents) | (0.43) | (0.34) | 26.5% | [Condensed Consolidated Statement of Financial Position](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's total assets and net assets decreased compared to December 31, 2024, primarily due to a significant reduction in cash and cash equivalents, though current liabilities also decreased substantially, maintaining healthy net current assets and current ratio Condensed Consolidated Statement of Financial Position | Metric | June 30, 2025 (SGD) | December 31, 2024 (SGD) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current Assets | 5,397,348 | 5,330,620 | 1.25% | | Current Assets | 3,610,612 | 5,879,746 | -38.6% | | Cash and Cash Equivalents | 2,387,123 | 4,928,607 | -51.6% | | Current Liabilities | 255,122 | 591,794 | -56.9% | | Trade and Other Payables | 181,008 | 550,351 | -67.1% | | Net Current Assets | 3,355,490 | 5,287,952 | -36.5% | | Total Assets Less Current Liabilities | 8,752,838 | 10,618,572 | -17.5% | | Non-current Liabilities | 79,797 | – | N/A | | Net Assets (Total Equity) | 8,673,041 | 10,618,572 | -18.3% | [Condensed Consolidated Statement of Changes in Equity](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2025, the Group's total equity decreased by **SGD 1,945,531** due to the loss for the period, leading to a further expansion of accumulated losses Condensed Consolidated Statement of Changes in Equity | Metric | June 30, 2025 (SGD) | January 1, 2024 (SGD) | Change (SGD) | | :--- | :--- | :--- | :--- | | Share Capital | 793,357 | 793,357 | 0 | | Share Premium | 12,398,264 | 12,398,264 | 0 | | Other Reserves | 200,000 | 200,000 | 0 | | Accumulated Losses | (4,718,580) | (143,019) | (4,575,561) | | Total Equity | 8,673,041 | 13,248,602 | (4,575,561) | - The **loss and total comprehensive expenses for the period** amounted to **SGD 1,945,531**, increasing accumulated losses from **SGD (2,773,049)** as of January 1, 2025, to **SGD (4,718,580)** as of June 30, 2025[7](index=7&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=5&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, the Group experienced increased cash used in operating activities, a shift from net cash inflow to outflow in investing activities, and a slight increase in cash used in financing activities, leading to a larger net decrease in cash and cash equivalents Condensed Consolidated Statement of Cash Flows | Metric | 2025 (SGD) | 2024 (SGD) | Year-on-Year Change (SGD) | | :--- | :--- | :--- | :--- | | Cash Used in Operations | (2,490,760) | (2,136,464) | (354,296) | | Net Cash From/Used in Investing Activities | (28,845) | 28,048 | (56,893) | | Net Cash Used in Financing Activities | (21,879) | (20,514) | (1,365) | | Net Decrease in Cash and Cash Equivalents | (2,541,484) | (2,128,930) | (412,554) | | Cash and Cash Equivalents at End of Period | 2,387,123 | 6,188,414 | (3,801,291) | - Cash used in operating activities increased, primarily influenced by changes in trade and other receivables, shifting from a net inflow of **SGD 350,592** in 2024 to a net outflow of **SGD (300,360)** in 2025[8](index=8&type=chunk) - Investing activities shifted from a net inflow of **SGD 28,048** in 2024 to a net outflow of **SGD (28,845)** in 2025, mainly due to the purchase of **SGD 33,055** in property, plant, and equipment in 2025[8](index=8&type=chunk) [Notes to the Condensed Consolidated Financial Information](index=7&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Information) This section provides detailed notes to the condensed consolidated financial information, covering general company details, accounting principles, estimates, financial risk management, and specific financial statement line items [1. General Information](index=7&type=section&id=1.%20General%20Information) Wanma Holdings Limited is incorporated in the Cayman Islands and listed on the Main Board of the Hong Kong Stock Exchange, with its subsidiaries primarily engaged in the sale and installation of passenger vehicle leather interiors and electronic accessories, as well as the sale of electronic accessories, auto parts, and vehicles - The company was incorporated in the Cayman Islands on **January 16, 2017**, and is listed on the Main Board of the Hong Kong Stock Exchange[10](index=10&type=chunk) - Principal activities include the sale and installation of passenger vehicle leather interiors and electronic accessories, along with the sale of electronic accessories, auto parts, and vehicles[11](index=11&type=chunk) [2. Basis of Preparation](index=7&type=section&id=2.%20Basis%20of%20Preparation) These condensed consolidated financial statements are prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting' and the Listing Rules of the Stock Exchange, and should be read in conjunction with the company's consolidated financial statements for the year ended December 31, 2024 - The condensed consolidated financial information is prepared in accordance with **International Accounting Standard 34 'Interim Financial Reporting'** and the **Listing Rules of the Stock Exchange**[13](index=13&type=chunk) - Except for changes in accounting policies expected to be reflected in the 2025 annual financial statements, this interim financial report has been prepared using the same accounting policies as those adopted in the 2024 annual financial statements[13](index=13&type=chunk) [3. Changes in Accounting Policies and Disclosures](index=8&type=section&id=3.%20Changes%20in%20Accounting%20Policies%20and%20Disclosures) New and revised International Financial Reporting Standards adopted in the current period, such as the amendment to IAS 21 'Lack of Exchangeability', had no significant impact on the Group's financial statements for the current and prior periods - The accounting policies adopted are consistent with those in the 2024 annual financial statements, with only new and revised International Financial Reporting Standards effective for the first time in the current period being adopted[15](index=15&type=chunk) - The new and revised International Financial Reporting Standards had **no significant impact** on the Group's financial statements for the current and prior periods[16](index=16&type=chunk) [4. Estimates](index=8&type=section&id=4.%20Estimates) The significant judgments and estimates made by management in preparing the condensed consolidated financial information, along with the key sources of estimation uncertainty, are consistent with those applied in the consolidated financial statements for the year ended December 31, 2024 - Management is required to make judgments, estimates, and assumptions in preparing the financial information, and actual results may differ from these estimates[17](index=17&type=chunk) - The key sources of significant judgments and estimation uncertainty are the **same as those applied in the 2024 annual consolidated financial statements**[17](index=17&type=chunk) [5. Financial Risk Management](index=8&type=section&id=5.%20Financial%20Risk%20Management) The Group is exposed to market risks (including currency and interest rate risks), credit risk, and liquidity risk, with no changes in risk management policies since December 31, 2024. Fair value measurements for financial assets and liabilities utilize Level 1 and Level 3, with investment properties categorized under Level 3 - The Group is exposed to **market risk** (including currency risk and interest rate risk), **credit risk**, and **liquidity risk**[18](index=18&type=chunk) - There have been **no changes** in risk management policies since December 31, 2024[19](index=19&type=chunk) - The carrying amounts of current financial assets and liabilities approximate their fair values. Financial assets measured at fair value through profit or loss, such as investment properties, are valued using **Level 1 and Level 3** inputs, with investment properties classified under **Level 3** due to significant unobservable inputs[20](index=20&type=chunk)[21](index=21&type=chunk)[22](index=22&type=chunk) [6. Revenue and Segment Information](index=9&type=section&id=6.%20Revenue%20and%20Segment%20Information) The Group's business is divided into three segments: passenger vehicle leather interiors, passenger vehicle electronic accessories, and auto parts and vehicles, primarily operating in Singapore. As of June 30, 2025, revenue from passenger vehicle electronic accessories significantly increased, while leather interiors and auto parts and vehicles segments saw decreased revenue, resulting in a slight overall revenue growth but expanded losses across all reportable segments - The Group is divided into three main business segments: **passenger vehicle leather interiors**, **passenger vehicle electronic accessories**, and **auto parts and vehicles**, with primary customers located in Singapore[23](index=23&type=chunk) Segment Revenue | Segment | 2025 Revenue (SGD) | 2024 Revenue (SGD) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Passenger Vehicle Leather Interiors | 157,743 | 303,239 | -48.0% | | Passenger Vehicle Electronic Accessories | 1,331,912 | 956,059 | 39.3% | | Auto Parts and Vehicles | – | 123,022 | -100.0% | | **Total Segment Revenue** | **1,489,655** | **1,382,320** | **7.8%** | Reportable Segment Loss | Segment | 2025 Reportable Segment Loss (SGD) | 2024 Reportable Segment Loss (SGD) | Year-on-Year Change (SGD) | | :--- | :--- | :--- | :--- | | Passenger Vehicle Leather Interiors | (233,693) | (363,048) | 129,355 | | Passenger Vehicle Electronic Accessories | (1,759,173) | (1,074,687) | (684,486) | | Auto Parts and Vehicles | – | (138,218) | 138,218 | | **Loss Before Tax** | **(1,945,531)** | **(1,552,140)** | **(393,391)** | [7. Other Income, Gains and Losses, Net](index=12&type=section&id=7.%20Other%20Income%2C%20Gains%20and%20Losses%2C%20Net) For the six months ended June 30, 2025, the Group's other income, gains, and losses, net, shifted from a net gain of **SGD 161,913** in the prior year to a net loss of **SGD 113,588**, primarily impacted by exchange losses Other Income, Gains and Losses, Net | Metric | 2025 (SGD) | 2024 (SGD) | Year-on-Year Change (SGD) | | :--- | :--- | :--- | :--- | | Net Exchange Gains and Losses | (232,378) | 67,243 | (299,621) | | Special Employment Credit | 17,790 | 10,070 | 7,720 | | Rental Income | 99,000 | 84,600 | 14,400 | | Government Grants | 2,000 | – | 2,000 | | **Total** | **(113,588)** | **161,913** | **(275,501)** | - The shift from net exchange gains in 2024 to **net exchange losses** in 2025 was the primary reason for the significant decrease in net other income[28](index=28&type=chunk) [8. Loss Before Tax](index=12&type=section&id=8.%20Loss%20Before%20Tax) For the six months ended June 30, 2025, the Group's loss before tax increased, primarily due to significant rises in employee benefit costs, entertainment expenses, and travel expenses, partially offset by decreases in cost of inventories and legal and professional fees Loss Before Tax Components | Metric | 2025 (SGD) | 2024 (SGD) | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Cost of Inventories | 269,855 | 451,556 | -40.2% | | Employee Benefit Costs | 1,875,266 | 1,828,656 | 2.5% | | Entertainment Expenses | 171,632 | 77,892 | 120.3% | | Travel Expenses | 263,746 | 146,625 | 79.9% | | Legal and Professional Fees | 153,018 | 231,637 | -34.0% | - Total **employee benefit costs** (including directors' emoluments) increased from **SGD 1,828,656** to **SGD 1,875,266**[29](index=29&type=chunk)[30](index=30&type=chunk) [9. Dividends](index=13&type=section&id=9.%20Dividends) The company has not paid or declared any dividends since its incorporation, and the Board does not recommend paying any dividends for the six months ended June 30, 2025 - The company has **not paid or declared any dividends** since its incorporation[30](index=30&type=chunk) - The Board does **not recommend** the payment of any dividend for the six months ended June 30, 2025[31](index=31&type=chunk) [10. Loss Per Share](index=13&type=section&id=10.%20Loss%20Per%20Share) For the six months ended June 30, 2025, basic and diluted loss per share was **0.43 Singapore cents**, an increase from **0.34 Singapore cents** in the prior year, reflecting the expanded loss for the period Loss Per Share Calculation | Metric | 2025 (SGD) | 2024 (SGD) | | :--- | :--- | :--- | | Loss Attributable to Owners of the Company | 1,945,532 | 1,552,140 | | Weighted Average Number of Ordinary Shares in Issue | 450,000,000 | 450,000,000 | | Basic and Diluted Loss Per Share (Singapore cents) | 0.43 | 0.34 | - Diluted loss per share is the **same as basic loss per share** as there are no potential dilutive ordinary shares[32](index=32&type=chunk) [11. Property, Plant and Equipment](index=14&type=section&id=11.%20Property%2C%20Plant%20and%20Equipment) As of June 30, 2025, the Group's net book value of property, plant, and equipment slightly decreased, primarily because depreciation expenses exceeded new additions during the period Property, Plant and Equipment Movement | Metric | June 30, 2025 (SGD) | December 31, 2024 (SGD) | | :--- | :--- | :--- | | Net Book Value at Beginning of Period | 789,775 | N/A | | Additions | 33,055 | N/A | | Depreciation | (65,722) | N/A | | Net Book Value at End of Period | 757,108 | 789,775 | - Additions of **SGD 33,055** for machinery and motor vehicles were made during the period[33](index=33&type=chunk) [12. Right-of-Use Assets / Lease Liabilities](index=14&type=section&id=12.%20Right-of-Use%20Assets%20%2F%20Lease%20Liabilities) As of June 30, 2025, the Group's right-of-use assets and lease liabilities both significantly increased, reflecting new lease arrangements, which led to a reduction in total lease cash outflows Right-of-Use Assets and Lease Liabilities | Metric | June 30, 2025 (SGD) | December 31, 2024 (SGD) | | :--- | :--- | :--- | | Right-of-Use Assets (Leased Properties) | 119,341 | 6,362 | | Lease Liabilities (Non-current) | 79,797 | – | | Lease Liabilities (Current) | 41,468 | 6,797 | | **Total Lease Liabilities** | **121,265** | **6,797** | - Depreciation expense for right-of-use assets was **SGD 21,279**, and interest expense was **SGD 2,089**[33](index=33&type=chunk) - Total lease cash outflows for the six months ended June 30, 2025, amounted to **SGD 21,881**, a decrease from **SGD 42,771** as of December 31, 2024[34](index=34&type=chunk) [13. Investment in an Associate](index=15&type=section&id=13.%20Investment%20in%20an%20Associate) The Group's investment in associate Ocean Dragon Group Limited was fully impaired as of December 31, 2023, as the company could not ascertain its true financial position, and an ongoing investigation suggests no recoverable value Investment in an Associate | Metric | June 30, 2025 (SGD) | December 31, 2024 (SGD) | | :--- | :--- | :--- | | Share of Net Assets | 17,526 | 17,526 | | Goodwill Arising on Acquisition | 6,403,965 | 6,403,965 | | Less: Impairment Loss | (6,421,491) | (6,421,491) | | **Total** | **–** | **–** | - The Group acquired a **49% equity interest** in Ocean Dragon Group Limited in 2022, but the investment has been **fully impaired** due to the inability to ascertain its true financial position[35](index=35&type=chunk) - The company has reported the case to the **Hong Kong Police Force**, and investigations are ongoing[35](index=35&type=chunk) [14. Trade and Other Receivables](index=16&type=section&id=14.%20Trade%20and%20Other%20Receivables) As of June 30, 2025, the Group's total trade and other receivables increased, primarily due to growth in prepaid operating expenses and other receivables, while trade receivables slightly decreased Trade and Other Receivables | Metric | June 30, 2025 (SGD) | December 31, 2024 (SGD) | | :--- | :--- | :--- | | Trade Receivables | 494,634 | 584,409 | | Prepaid Operating Expenses | 361,831 | 376 | | Other Receivables | 160,752 | 132,874 | | **Total** | **1,024,288** | **723,928** | - The aging analysis of trade receivables indicates that unbilled revenue and amounts aged **1-30 days** constitute the largest proportions[38](index=38&type=chunk) - As of June 30, 2025, **no significant loss allowance** was recognized[38](index=38&type=chunk) [15. Share Capital](index=17&type=section&id=15.%20Share%20Capital) As of June 30, 2025, and December 31, 2024, the company's authorized share capital and issued and fully paid share capital remained unchanged Share Capital Structure | Metric | Number of Ordinary Shares | Share Capital (SGD) | Share Premium (SGD) | | :--- | :--- | :--- | :--- | | Authorized Share Capital | 10,000,000,000 | 17,822,268 | – | | Issued and Fully Paid Share Capital | 450,000,000 | 793,357 | 12,398,264 | - The share capital structure remained **stable with no changes**[39](index=39&type=chunk)[40](index=40&type=chunk) [16. Trade and Other Payables](index=17&type=section&id=16.%20Trade%20and%20Other%20Payables) As of June 30, 2025, the Group's total trade and other payables significantly decreased, primarily due to substantial reductions in accrued bonuses and accrued operating expenses Trade and Other Payables | Metric | June 30, 2025 (SGD) | December 31, 2024 (SGD) | | :--- | :--- | :--- | | Trade Payables | 14,954 | 32,229 | | Accrued Operating Expenses | 17,870 | 150,277 | | Accrued Bonuses | – | 258,750 | | Goods and Services Tax Payable | 66,480 | 47,975 | | Other Payables and Accruals | 81,704 | 61,120 | | **Total** | **181,008** | **550,351** | - The aging analysis of trade payables indicates that **all amounts are within 1 to 30 days**[41](index=41&type=chunk) [17. Related Party Transactions](index=18&type=section&id=17.%20Related%20Party%20Transactions) For the six months ended June 30, 2025, the Group had no related party transactions involving service fees received, whereas in the prior year, financial advisory service fees were paid to Hongbo Capital Limited Related Party Transactions | Transaction Type | 2025 (SGD) | 2024 (SGD) | | :--- | :--- | :--- | | Service Fees Received | – | 66,844 | - The service fees paid in 2024 were for financial advisory services provided by **Hongbo Capital Limited**, a company in which Mr. Cai Danyee is a shareholder[42](index=42&type=chunk) - Key management personnel emoluments are disclosed in **Note 8(a)**[43](index=43&type=chunk) [18. Commitments](index=18&type=section&id=18.%20Commitments) As of June 30, 2025, the Group, as lessor, had future minimum lease receivables of **SGD 57,750** under non-cancellable operating lease agreements, with a lease term of less than one year Operating Lease Commitments | Period | June 30, 2025 (SGD) | December 31, 2024 (SGD) | | :--- | :--- | :--- | | Within 1 year | 57,750 | 156,750 | | After 1 year but within 5 years | – | – | | **Total** | **57,750** | **156,750** | - The Group has entered into commercial property leases for its investment properties, with remaining lease terms of **one to two years**, and rental fees are subject to annual adjustment based on market conditions[44](index=44&type=chunk) [Management Discussion and Analysis](index=19&type=section&id=Management%20Discussion%20and%20Analysis) This section provides management's perspective on the Group's business performance, financial condition, key risks, capital structure, and future outlook [Business Review and Outlook](index=19&type=section&id=Business%20Review%20and%20Outlook) The Group faces challenges from the US-China trade war and a complex global economic environment, with persistently weak business and consumer confidence. Despite a slight increase in new car registrations in Singapore due to higher Certificate of Entitlement quotas in 2025, economic uncertainties continue to challenge the Group's operations, which remains focused on innovative products and quality services for future performance - The Group faces challenges from the **US-China trade war** and a complex and severe global economic environment, with persistently **weak business and consumer confidence**[46](index=46&type=chunk) - The **Certificate of Entitlement (COE) quota for 2025** is higher than in 2024, leading to a **slight increase** in new car registrations and demand in Singapore[46](index=46&type=chunk) - The Group will continue to focus on providing **innovative products and quality services**, confident in achieving good progress through its marketing strategies[47](index=47&type=chunk) [Financial Review](index=19&type=section&id=Financial%20Review) For the period, the Group's total revenue grew by **7.8%**, and gross profit significantly increased by **68.2%**, primarily driven by higher sales of high-margin passenger vehicle electronic accessories and changes in product mix. However, the loss for the period expanded due to exchange losses from foreign currency transactions and increased entertainment and travel expenses [Revenue](index=19&type=section&id=Revenue) Revenue increased by **7.8%** to approximately **SGD 1.49 million**, primarily driven by higher sales of passenger vehicle electronic accessories - For the six months ended June 30, 2025, total revenue was approximately **SGD 1,490,000**, an increase of approximately **SGD 108,000** or **7.8%** compared to the same period in 2024[48](index=48&type=chunk) - The increase in revenue was primarily attributable to **higher sales of passenger vehicle electronic accessories**[48](index=48&type=chunk) [Gross Profit](index=20&type=section&id=Gross%20Profit) Gross profit increased by **68.2%** to approximately **SGD 689,000**, with the gross profit margin rising to **46.2%**, driven by higher-margin electronic accessories and product mix changes - Gross profit increased by approximately **SGD 280,000** or **68.2%** from approximately **SGD 409,000** in the same period of 2024 to approximately **SGD 689,000** in the current period[49](index=49&type=chunk) - The gross profit margin increased from approximately **29.6%** in the same period of 2024 to approximately **46.2%** in the current period[49](index=49&type=chunk) - The increase in gross profit was mainly due to **higher sales and installations of high-margin electronic accessories** and a change in product mix resulting from **reduced sales of low-margin auto parts and vehicles**[49](index=49&type=chunk) [Other Income, Gains and Losses, Net](index=20&type=section&id=Other%20Income%2C%20Gains%20and%20Losses%2C%20Net_FR) Other income, gains, and losses, net, shifted from a net gain of **SGD 162,000** in 2024 to a net loss of **SGD 114,000** in 2025, primarily due to exchange losses - Other income, gains and losses, net, for the current period was a **net loss of approximately SGD 114,000**, compared to a net gain of **SGD 162,000** in the same period of 2024[50](index=50&type=chunk) - This was primarily due to **exchange losses** arising from the settlement of foreign currency transactions and the translation of foreign currency denominated monetary assets and liabilities at period-end exchange rates[50](index=50&type=chunk) [Selling and Distribution Expenses](index=20&type=section&id=Selling%20and%20Distribution%20Expenses) Selling and distribution expenses increased by approximately **SGD 131,000** to **SGD 394,000**, mainly due to higher entertainment expenses and employee remuneration - Selling and distribution expenses increased by approximately **SGD 131,000** from approximately **SGD 263,000** in the same period of 2024 to approximately **SGD 394,000** in the current period[51](index=51&type=chunk) - The increase was mainly due to **higher entertainment expenses and employee remuneration**[51](index=51&type=chunk) [Administrative Expenses](index=20&type=section&id=Administrative%20Expenses) Administrative expenses increased by approximately **SGD 241,000** to **SGD 2.129 million**, primarily driven by higher travel expenses - Administrative expenses increased by approximately **SGD 241,000** from approximately **SGD 1,888,000** in the same period of 2024 to approximately **SGD 2,129,000** in the current period[52](index=52&type=chunk) - The increase was mainly due to **higher travel expenses**[52](index=52&type=chunk) [Loss for the Period](index=20&type=section&id=Loss%20for%20the%20Period) The loss for the period expanded to approximately **SGD 1.946 million**, primarily due to increased entertainment and travel expenses and a shift from other income to net loss from exchange differences - A loss of approximately **SGD 1,946,000** was recorded for the current period, compared to a loss of approximately **SGD 1,552,000** in the same period of 2024[53](index=53&type=chunk) - Key reasons for the increased net loss include: entertainment and travel expenses rising from approximately **SGD 0.2 million** to approximately **SGD 0.4 million**, and other income, gains and losses, net, shifting from a gain to a loss, primarily impacted by exchange losses[54](index=54&type=chunk)[55](index=55&type=chunk) [Key Risks and Uncertainties and Risk Management](index=21&type=section&id=Key%20Risks%20and%20Uncertainties%20and%20Risk%20Management) The Group faces multiple business risks, including reliance on its largest customer, maintaining reputation and customer service, technician and foreign worker supply, dependence on suppliers, and a single-market business strategy (Singapore COE quota limitations) - Key business risks include reduced or lost business with the **largest customer**, maintaining **reputation and customer service**, securing **technician and foreign worker supply**, and **reliance on suppliers** for passenger vehicle leather interiors and electronic accessories[56](index=56&type=chunk) - The Group is highly dependent on a **single market** for business development, and its operations may be significantly affected by **Certificate of Entitlement (COE) quota limitations**[56](index=56&type=chunk) [Capital Structure, Liquidity and Financial Resources](index=21&type=section&id=Capital%20Structure%2C%20Liquidity%20and%20Financial%20Resources) As of June 30, 2025, the Group's net current assets and cash and cash equivalents both decreased, but the current ratio improved due to lower trade and other payables balances. The Group has no borrowings and primarily funds operations through business revenue and available cash Capital Structure and Liquidity | Metric | June 30, 2025 (SGD) | December 31, 2024 (SGD) | | :--- | :--- | :--- | | Net Current Assets | 3,355,000 | 5,288,000 | | Cash and Cash Equivalents | 2,387,000 | 4,929,000 | | Current Ratio (times) | 14.2 | 9.9 | - The increase in the current ratio was primarily due to **lower balances of trade and other payables**[57](index=57&type=chunk) - The Group had **no borrowings** as of June 30, 2025[57](index=57&type=chunk) [Future Plans for Material Investments or Capital Assets](index=21&type=section&id=Future%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets) As of the date of this interim results announcement, the Group currently has no plans to acquire other material investments or capital assets, other than those already disclosed - The Group currently has **no plans to acquire other material investments or capital assets**[58](index=58&type=chunk) [Employee Information](index=21&type=section&id=Employee%20Information) As of June 30, 2025, the Group's total number of employees increased to **46**, including **3** executive directors. Total staff costs for the period increased, and the Group incentivizes employees through bonuses, gratuities, and promoting internal advancement Employee Headcount | Employee Category | June 30, 2025 (Number) | December 31, 2024 (Number) | | :--- | :--- | :--- | | Executive Directors | 3 | 2 | | Non-executive Directors | 1 | 1 | | Independent Non-executive Directors | 3 | 3 | | Administrative Employees | 12 | 12 | | Technicians | 27 | 27 | | **Total** | **46** | **45** | - Total staff costs (including directors' emoluments) for the current period were approximately **SGD 1,875,000**, an increase from **SGD 1,829,000** in the same period of 2024[60](index=60&type=chunk) - The Group provides **bonuses for technicians** and **gratuities for all employees**, promoting **internal advancement** to enhance employee satisfaction and customer service quality[60](index=60&type=chunk) [Material Acquisitions or Disposals of Subsidiaries and Affiliated Companies](index=22&type=section&id=Material%20Acquisitions%20or%20Disposals%20of%20Subsidiaries%20and%20Affiliated%20Companies) During the current period, the Group had no material acquisitions or disposals of subsidiaries and affiliated companies - During the current period, there were **no material acquisitions or disposals of subsidiaries and affiliated companies**[61](index=61&type=chunk) [Direct and Ultimate Controlling Parties](index=22&type=section&id=Direct%20and%20Ultimate%20Controlling%20Parties) As of June 30, 2025, the company's direct parent company is Billion Legend Company Limited, and the ultimate controlling party is Mr. Lo Wing Tak, the Executive Director and Chairman of the Board - The direct parent company is **Billion Legend Company Limited**, incorporated in the British Virgin Islands[62](index=62&type=chunk) - The ultimate controlling party is **Mr. Lo Wing Tak**, the Executive Director and Chairman of the Board[63](index=63&type=chunk) [Pledge of Group Assets](index=22&type=section&id=Pledge%20of%20Group%20Assets) As of June 30, 2025, leased properties with a carrying amount of approximately **SGD 311,000** have been pledged to secure the Group's bank financing - Leased properties with a total carrying amount of approximately **SGD 311,000** have been pledged to provide security for the Group's bank financing[64](index=64&type=chunk) [Foreign Exchange Risk](index=22&type=section&id=Foreign%20Exchange%20Risk) The Group is exposed to foreign exchange risk from HKD, USD, and MYR; a 10% depreciation or appreciation of foreign currencies against SGD would decrease/increase profit after tax by **SGD 177,000** for the period. The Group currently has no foreign currency hedging policy - The Group's foreign exchange risk primarily arises from **HKD, USD, and MYR**[65](index=65&type=chunk) - A **10% depreciation or appreciation** of foreign currencies against SGD would result in a decrease/increase in profit after tax of **SGD 177,000** for the current period[65](index=65&type=chunk) - The Group currently has **no foreign currency hedging policy**, but management will continue to monitor and take appropriate measures when necessary[65](index=65&type=chunk) [Other Information](index=23&type=section&id=Other%20Information) This section includes additional disclosures on material investments, contingent liabilities, events after the reporting period, and corporate governance details [Material Investments Held by the Group](index=23&type=section&id=Material%20Investments%20Held%20by%20the%20Group) During the current period, the Group held no material investments - During the current period, the Group **held no material investments**[66](index=66&type=chunk) [Contingent Liabilities](index=23&type=section&id=Contingent%20Liabilities) During the current period, the Directors were not aware of any significant contingent liabilities - During the current period, the Directors were **not aware of any significant contingent liabilities**[67](index=67&type=chunk) [Events After the Reporting Period](index=23&type=section&id=Events%20After%20the%20Reporting%20Period) Subsequent to the reporting period, the company proposed a rights issue to allot up to **225,000,000** rights shares at **HKD 0.18** per share on the basis of one rights share for every two existing shares, aiming to raise a maximum of approximately **HKD 40.5 million**. The rights issue is currently ongoing - The company proposed a rights issue to allot up to **225,000,000** rights shares at a subscription price of **HKD 0.18** per share on the basis of **one rights share for every two existing shares**[68](index=68&type=chunk) - The rights issue is expected to raise gross proceeds of up to approximately **HKD 40.5 million** (before expenses)[68](index=68&type=chunk) - The rights issue is **currently ongoing and has not yet been completed**[68](index=68&type=chunk) [Corporate Governance and Other Information](index=23&type=section&id=Corporate%20Governance%20and%20Other%20Information) During the period, the company's Board of Directors underwent several changes, with multiple independent non-executive directors resigning and new members appointed. Mr. Lo Wing Tak, Executive Director and Chairman, is considered the ultimate controlling party. The company has complied with the Corporate Governance Code and Listing Rules, and directors confirmed adherence to the Model Code for Securities Transactions. The Board does not recommend an interim dividend, and the Audit Committee has reviewed the interim results [Changes in Directors' Information](index=23&type=section&id=Changes%20in%20Directors%27%20Information) The Board of Directors experienced multiple changes, including resignations and appointments of independent non-executive directors, and new roles for executive directors - Mr. Cheng Wai Hei, Mr. Lam Chi Wing, and Ms. Li Jia Yao resigned as **Independent Non-executive Directors** and from their respective committee positions on **June 30, 2025**[70](index=70&type=chunk)[71](index=71&type=chunk)[72](index=72&type=chunk) - Mr. Lo Wing Tak was appointed as the **Chairman of the Nomination Committee** on **June 30, 2025**, and as the **Authorised Representative** of the company on **July 31, 2025**[71](index=71&type=chunk) - Mr. Yuan Qinghua was appointed as an **Executive Director** on **June 30, 2025**[71](index=71&type=chunk) - Mr. Liu Wuhui, Mr. Ma Zhangkai, and Ms. Zhu Xiaoxin were appointed as **Independent Non-executive Directors** and to their respective committee positions on **June 30, 2025**[72](index=72&type=chunk) - Mr. Zi Chen and Mr. Cai Danyee resigned as **Executive Director** and **Non-executive Director** and Authorised Representative, respectively, on **July 31, 2025**[72](index=72&type=chunk)[73](index=73&type=chunk) [Directors' and Chief Executive's Interests and/or Short Positions in the Shares, Underlying Shares and Debentures of the Company or Any Specified Undertaking or Any Other Associated Corporation](index=25&type=section&id=Directors%27%20and%20Chief%20Executive%27s%20Interests%20and%2For%20Short%20Positions%20in%20the%20Shares%2C%20Underlying%20Shares%20and%20Debentures%20of%20the%20Company%20or%20Any%20Specified%20Undertaking%20or%20Any%20Other%20Associated%20Corporation) Mr. Lo Wing Tak holds a significant interest in the company's shares through a controlled corporation and beneficial ownership, with no other directors or chief executives holding disclosable interests Directors' and Chief Executive's Interests | Director's Name | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Company's Shareholding | | :--- | :--- | :--- | :--- | | Mr. Lo Wing Tak | Interest in controlled corporation (Billion Legend) | 230,000,000 (L) | 51.11% | | Mr. Lo Wing Tak | Beneficial owner | 100,000 (L) | 0.02% | - Save as disclosed above, no other director or chief executive had any disclosable interests or short positions in the shares, underlying shares, or debentures of the company or any of its associated corporations[75](index=75&type=chunk) [Substantial Shareholders' Interests and/or Short Positions in the Shares and Underlying Shares of the Company](index=26&type=section&id=Substantial%20Shareholders%27%20Interests%20and%2For%20Short%20Positions%20in%20the%20Shares%20and%20Underlying%20Shares%20of%20the%20Company) Mr. Lo Wing Tak and Billion Legend Company Limited are substantial shareholders, with Mr. Lo beneficially owning Billion Legend, which holds over **51%** of the company's shares Substantial Shareholders' Interests | Name | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Company's Shareholding | | :--- | :--- | :--- | :--- | | Mr. Lo Wing Tak | Interest in controlled corporation | 230,000,000 (L) | 51.11% | | Mr. Lo Wing Tak | Beneficial owner | 100,000 (L) | 0.02% | | Billion Legend | Beneficial owner | 230,000,000 (L) | 51.11% | - The entire issued share capital of Billion Legend Company Limited is legally and beneficially owned by Mr. Lo Wing Tak, who is therefore deemed to be interested in the shares held by Billion Legend[77](index=77&type=chunk) [Share Option Scheme](index=26&type=section&id=Share%20Option%20Scheme) The company adopted a share option scheme in **2017** with a ten-year validity, but no options have been granted under the scheme as of **June 30, 2025** - The company adopted a share option scheme on **June 23, 2017**, with a validity period of **ten years**[78](index=78&type=chunk) - No share options have been granted under the share option scheme from its effective date up to **June 30, 2025**[78](index=78&type=chunk) [Competition and Conflicts of Interest](index=26&type=section&id=Competition%20and%20Conflicts%20of%20Interest) No directors, major shareholders, or management shareholders were engaged in any business directly or indirectly competing with the Group, nor did they have any other conflicts of interest during the period - During the current period, none of the company's directors, major shareholders, or management shareholders, or any of their respective associates, engaged in any business that directly or indirectly competes or may compete with the Group's business, or had any other conflicts of interest with the Group[79](index=79&type=chunk) [Directors' Rights to Acquire Shares or Debentures](index=27&type=section&id=Directors%27%20Rights%20to%20Acquire%20Shares%20or%20Debentures) Aside from the share option scheme, no arrangements existed during the period for directors to acquire benefits through shares or debentures of the company or any other body corporate - Save for the share option scheme, neither the company nor any associated corporation entered into any arrangements during the current period that would enable directors to acquire benefits by acquiring shares or debentures of the company or any other body corporate[80](index=80&type=chunk) - No directors, their spouses, or children under the age of 18 had any rights to subscribe for shares or debentures of the company, nor did they exercise any such rights[80](index=80&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=27&type=section&id=Purchase%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) Neither the company nor its subsidiaries redeemed, purchased, or sold any of the company's shares during the period up to the announcement date - Neither the company nor any of its subsidiaries redeemed, purchased, or sold any of the company's shares during the current period up to the date of this announcement[81](index=81&type=chunk) [Compliance with Corporate Governance](index=27&type=section&id=Compliance%20with%20Corporate%20Governance) The company complied with all code provisions of the Corporate Governance Code for the six months ended June 30, 2025, with executive directors fulfilling the CEO's role to ensure efficient decision-making - For the six months ended June 30, 2025, the company has **complied with all code provisions** of the Corporate Governance Code as set out in Appendix C1 Part 2 of the Listing Rules[82](index=82&type=chunk) - The company has **not appointed a Chief Executive Officer**, with the role and functions performed by the Executive Directors, an arrangement the Board believes ensures prompt and effective decision-making with adequate checks and balances[83](index=83&type=chunk) [Compliance with Listing Rules](index=27&type=section&id=Compliance%20with%20Listing%20Rules) The company has consistently complied with the requirements of the Listing Rules for the six months ended June 30, 2025 - For the six months ended June 30, 2025, the company has **complied with the requirements of the Listing Rules**[84](index=84&type=chunk) [Standard Code for Securities Transactions by Directors](index=28&type=section&id=Standard%20Code%20for%20Securities%20Transactions%20by%20Directors) The company adopted the Model Code for Securities Transactions by Directors, and all directors confirmed their compliance with its required standards during the period - The company has adopted the **Model Code for Securities Transactions by Directors of Listed Issuers** as set out in Appendix C3 of the Listing Rules[85](index=85&type=chunk) - All Directors confirmed that they have **complied with the required standards** set out in the Model Code throughout the current period and up to the date of this announcement[85](index=85&type=chunk) [Interim Dividend](index=28&type=section&id=Interim%20Dividend) The Board of Directors does not recommend the payment of an interim dividend for the current period - The Board does **not recommend** the payment of an interim dividend for the current period[86](index=86&type=chunk) [Audit Committee](index=28&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors chaired by Mr. Liu Wuhui, reviewed the unaudited condensed consolidated interim results and found them compliant with applicable standards and rules - The Audit Committee is composed of **three Independent Non-executive Directors**, with **Mr. Liu Wuhui** serving as Chairman[87](index=87&type=chunk) - The Audit Committee has reviewed the Group's unaudited condensed consolidated interim results for the current period and is of the opinion that they comply with applicable accounting standards, the Listing Rules, and other applicable legal requirements, and that adequate disclosures have been made[87](index=87&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的內容概不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示，概 不 就 因 本 公 告 全部或任何部分內容而產生或因依賴該等內容而引致的任何損失承擔任何責 任。 本 公 告 僅 供 參 考，並 不 構 成 收 購、購 買 或 認 購 本 公 司 任 何 證 券 之 邀 請 或 要 約。 TOMO HOLDINGS LIMITED 萬 馬 控 股 有 限 公 司 (股份代號：6928) （於開曼群島註冊成立的有限公司） 延遲寄發 供股的經修訂預期時間表 鑑 於 供 股 章 程 文 件 延 遲 寄 發，建 議 供 股 的 預 期 時 間 表 及 相 關 交 易 安 排 預 期 修 訂 如 下： 事 件 香港日期及時間 | 寄 件（包 | 發 | 供 | 股 | 章 | 程 | 文 | 括 | 暫 | 定 | 配 | 額 | 通 | 知 | 書 | 及 | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ...

Group 1 - The Hong Kong Securities and Futures Commission (SFC) and the Hong Kong Stock Exchange (HKEX) have taken disciplinary action against two former directors of Wanma Holdings Limited for failing to cooperate with investigations [1][2] - The HKEX publicly reprimanded former executive director Ma Xiaoqiu and former independent non-executive director Jin Lailin, stating they are unsuitable to hold any director or senior management positions in Wanma Holdings or its subsidiaries [1][2] - The SFC is investigating potential violations of the Securities and Futures Ordinance by Wanma Holdings and related individuals, having issued notices to Ma and Jin for relevant information, which they did not respond to [1][2] Group 2 - The HKEX is also investigating whether Ma and Jin fulfilled their responsibilities under the Listing Rules, with the Listing Committee determining that they severely violated these rules [2] - The SFC emphasized that non-cooperation with regulatory investigations undermines regulatory effectiveness and investor protection, highlighting the serious consequences for directors who neglect their fundamental responsibilities [2][3] - The HKEX maintains a zero-tolerance policy towards non-cooperation in investigations, ensuring appropriate sanctions for non-compliant directors [3]

Core Viewpoint - The Hong Kong Securities and Futures Commission (SFC) and the Hong Kong Stock Exchange (HKEX) have taken disciplinary action against two former directors of Wanma Holdings Limited for failing to cooperate with investigations, highlighting their strategic collaboration to enhance regulatory efficiency and ensure fair outcomes in market supervision [1][2]. Group 1: Disciplinary Action - The HKEX publicly reprimanded former executive director Ma Xiaoqiu and former independent non-executive director Jin Lailin of Wanma Holdings, declaring them unsuitable to serve as directors or senior management in the company or its subsidiaries [1][2]. - The SFC is investigating potential violations of the Securities and Futures Ordinance by Wanma Holdings and related individuals, having issued notices to Ma and Jin for information related to the investigation, which they did not respond to [1][2]. Group 2: Regulatory Responsibilities - The HKEX is examining whether Ma and Jin fulfilled their responsibilities under the Listing Rules, with the Listing Committee determining that both violated these rules, constituting serious misconduct [2]. - The SFC emphasized that non-cooperation with regulatory investigations undermines regulatory effectiveness and investor protection, indicating serious consequences for directors who neglect their fundamental responsibilities [2][3]. Group 3: Commitment to Market Integrity - The HKEX is committed to maintaining the quality of issuers and the market, ensuring the protection of public investors' interests, and has a zero-tolerance policy for non-cooperation in investigations [3]. - The collaboration between the SFC and HKEX aims to uphold the highest standards of market integrity and maintain investor confidence in the Hong Kong financial market [2][3].

香港聯合交易所有限公司 (香港交易及結算所有限公司全資附屬公司) THE STOCK EXCHANGE OF HONG KONG LIMITED (A wholly-owned subsidiary of Hong Kong Exchanges and Clearing Limited) 紀律行動聲明 聯交所對萬馬控股有限公司（股份代號：6928）兩名前董事的紀律行動 制裁 (1) 前執行董事兼主席馬小秋女士；及 (2) 前獨立非執行董事金來林先生。 香港聯合交易所有限公司（聯交所） 向萬馬控股有限公司（該公司）下列前董事作出董事不適合性聲明及譴責： （下文各稱該董事或合稱該兩名董事） 董事不適合性聲明是指聯交所認為，該兩名董事均不適合擔任該公司或其任何附屬公司的 董事或高級管理階層職務。 實況概要 根據《上市規則》第 3.09C 及 3.20 條，該兩名董事有責任(i)在上巿科或證券及期貨事務監 察委員會（證監會）所進行的任何調查中給予合作；(ii)及時及坦白地答覆向其提出的任何 問題；及(iii)在不再出任董事的日期起計三年內向聯交所提供其最新的聯絡資料，否則聯交 所或證監會向其紀錄中的最後所知地址發出的 ...

Group 1 - The core point of the article is that Wanma Holdings (06928) experienced a significant drop in stock price, falling over 30% to 0.335 HKD, with a trading volume of 1.3203 million HKD [1] - Wanma Holdings announced a proposed rights issue to raise up to 225 million shares at a subscription price of 0.18 HKD, representing a discount of 62.11% compared to the closing price on August 4 [1] - The total amount to be raised is 40.5 million HKD, with a net amount of 39.5 million HKD expected [1] Group 2 - The net proceeds from the rights issue will be allocated as follows: approximately 57.0% for enhancing, expanding, and developing the automotive trading business; about 25.8% for improving electronic components and interior business; around 7.6% for increased operational costs due to business expansion and reserved for market risk; and approximately 9.5% for general working capital [1] - The expected utilization of the funds is projected to occur before March 2026 [1]

Group 1 - Wanma Holdings (06928) experienced a significant decline, dropping over 30%, with a current price of 0.335 HKD and a trading volume of 1.3203 million HKD [1] - The company announced a proposed rights issue to issue up to 225 million shares at a subscription price of 0.18 HKD, representing a discount of 62.11% compared to the closing price on August 4 [1] - The total amount to be raised is 40.5 million HKD, with a net amount of 39.5 million HKD expected [1] Group 2 - Approximately 57.0% of the net proceeds will be used to enhance, expand, and develop the automotive trading business [1] - About 25.8% of the funds will be allocated to improve the electronic components and interior business [1] - Around 7.6% will cover increased operating costs due to business expansion and serve as a reserve for market risk, while approximately 9.5% will be used for general working capital, expected to be utilized by March 2026 [1]

Core Viewpoint - Wanma Holdings' board has proposed a rights issue, offering 1 new share for every 2 shares held at a subscription price of HKD 0.18 per share, aiming to raise approximately HKD 40.5 million [1] Summary by Categories Rights Issue Details - The company plans to issue up to 225 million rights shares [1] - If fully subscribed and after deducting expenses, the estimated net proceeds will be approximately HKD 39.5 million [1] Allocation of Proceeds - Approximately 57.0% of the net proceeds will be used for enhancing and developing the automotive trading business [1] - About 25.8% will be allocated to improving the electronic components and interior business [1] - Approximately 7.6% will be used for operational costs related to business expansion and as a market risk reserve [1] - The remaining 9.5% will be utilized for general working capital of the group [1]