FF301 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年8月31日 狀態: 新提交 呈交日期: 2025年9月2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) | 08071 | 說明 普通股 | | | | | | | | | 法定/註冊股份數目 | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | 20,000,000,000 | HKD | | 0.005 HKD | | 100,000,000 | | 增加 / 減少 (-) | | | 0 | | HKD | | 0 | | 本月底結存 | | 20,000,000,000 | HKD | | 0.005 HKD | | 100,000,000 | | 2. 股份分類 | 優先股 | 股份類別 | 其他類別 (請註明) | | 於香港聯交所上市 (註1) | | ...

Report Overview [Characteristics of the GEM Market and Disclaimer](index=2&type=section&id=GEM%E5%B8%82%E5%A0%B4%E7%89%B9%E8%89%B2%E4%B8%8E%E5%85%8D%E8%B4%A3%E5%A3%B0%E6%98%8E) This report is published on the GEM of The Stock Exchange of Hong Kong Limited, a market for small and mid-sized companies that carries higher investment risks - The GEM market serves as a listing platform for small and mid-sized companies, but investments carry **higher risks**, with securities potentially facing significant market volatility and liquidity uncertainties[4](index=4&type=chunk) - The Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this report, for which the directors of the Company collectively and individually accept full responsibility, confirming its accuracy and completeness[4](index=4&type=chunk) [Summary](index=3&type=section&id=%E6%91%98%E8%A6%81) The Group's financial performance for the six months ended June 30, 2025, shows a 28% decline in revenue from continuing operations and a consolidated loss attributable to owners of approximately HK$3.872 million Key Financial Summary for the Six Months Ended June 30, 2025 | Indicator | June 30, 2025 (HK$'000) | June 30, 2024 (HK$'000) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue from continuing operations | 13,023 | 17,971 | -28% | | Consolidated loss attributable to owners of the Company (continuing and discontinued) | 3,872 | 3,402 | +13.8% | | Basic and diluted loss per share (continuing and discontinued) | 0.08 HK cents | 0.07 HK cents | +0.01 HK cents | - The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025[6](index=6&type=chunk) Financial Statements [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=4&type=section&id=%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%E5%85%A5%E8%A1%A8) For the six months ended June 30, 2025, the Group's revenue from continuing operations was HK$13,023 thousand, a 28% decrease year-on-year, while the loss for the period narrowed to HK$3,970 thousand Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30) | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Revenue | 13,023 | 17,971 | -28% | | Gross Profit | 1,357 | 1,544 | -12.1% | | Loss before tax | (4,109) | (3,080) | +33.4% (Loss widened) | | Loss for the period | (3,970) | (4,090) | -2.9% (Loss narrowed) | | Loss from continuing operations attributable to owners of the Company | (3,940) | (2,879) | +36.8% (Loss widened) | | Profit/(loss) from discontinued operations attributable to owners of the Company | 68 | (523) | Turnaround to profit | [Consolidated Statement of Financial Position](index=6&type=section&id=%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 Group's total assets increased to HK$16,823 thousand, but net current assets decreased to HK$6,127 thousand, and total liabilities increased significantly by 94% Key Data from Consolidated Statement of Financial Position (As of June 30) | Indicator | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Non-current assets | 118 | 251 | -53% | | Current assets | 16,705 | 15,433 | +8.2% | | Current liabilities | 10,578 | 5,453 | +94% | | Net current assets | 6,127 | 9,980 | -38.6% | | Net assets | 6,245 | 10,226 | -38.9% | | Equity attributable to owners of the Company | 6,894 | 10,775 | -36% | - Trade and other receivables **surged from HK$2,107 thousand to HK$9,729 thousand**, while cash and bank balances decreased from HK$13,281 thousand to HK$6,537 thousand[10](index=10&type=chunk) [Consolidated Statement of Changes in Equity](index=8&type=section&id=%E7%B6%9C%E5%90%88%E6%AC%8A%E7%9B%8A%E8%AE%8A%E5%8B%95%E8%A1%A8) For the six months ended June 30, 2025, total equity attributable to owners of the Company decreased from HK$10,775 thousand to HK$6,894 thousand, mainly due to the loss for the period Key Data from Consolidated Statement of Changes in Equity (For the six months ended June 30) | Indicator | January 1, 2025 (HK$'000) | June 30, 2025 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Equity attributable to owners of the Company | 10,775 | 6,894 | -3,881 | | Loss for the period | - | (3,872) | - | | Other comprehensive expense for the period | - | (9) | - | [Consolidated Statement of Cash Flows](index=9&type=section&id=%E7%B6%9C%E5%90%88%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) For the six months ended June 30, 2025, the Group experienced a net cash outflow from operating activities of HK$6,762 thousand, a significant reversal from the net inflow in the prior period Key Data from Consolidated Statement of Cash Flows (For the six months ended June 30) | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Net cash (used in)/from operating activities | (6,762) | 170 | Shift from inflow to outflow | | Net cash used in investing activities | (8) | (704) | Outflow significantly reduced | | Net cash used in financing activities | — | (219) | Outflow significantly reduced | | Net decrease in cash and cash equivalents | (6,770) | (753) | Decrease significantly widened | | Cash and cash equivalents at end of period | 6,537 | 17,225 | Substantial decrease | Notes to the Interim Financial Information [Basis of Preparation and Impact of New Hong Kong Financial Reporting Standards](index=10&type=section&id=%E7%B7%A8%E8%A3%BD%E5%9F%BA%E6%BA%96%E5%8F%8A%E6%96%B0%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%E4%B9%8B%E5%BD%B1%E9%9F%BF) The unaudited consolidated financial statements for the six months ended June 30, 2025, were prepared in accordance with HKAS 34 and the GEM Listing Rules, with no material impact from new HKFRSs - The interim financial statements are prepared in accordance with Hong Kong Accounting Standard 34 and the GEM Listing Rules, using the historical cost basis[17](index=17&type=chunk) - The adoption of new and revised Hong Kong Financial Reporting Standards during the period did not have a material impact on the Group's accounting policies and reported amounts[17](index=17&type=chunk) [Revenue](index=11&type=section&id=%E6%94%B6%E7%9B%8A) For the six months ended June 30, 2025, the Group's revenue from continuing operations was HK$13,023 thousand, driven by the automotive products and smart retail services businesses Revenue from Continuing Operations (For the six months ended June 30) | Business Type | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Provision of automotive products and culture business | 8,001 | — | | Provision of smart retail services | 5,022 | 17,971 | | **Total** | **13,023** | **17,971** | [Segment Information](index=11&type=section&id=%E5%88%86%E9%A1%9E%E8%B3%87%E6%96%99) The Group's operating segments include continuing operations (smart retail, automotive products) and discontinued operations (AWS cloud services), with the automotive business contributing HK$8,001 thousand in revenue - The Group's operating segments include continuing operations (smart retail business, automotive products and culture business) and discontinued operations (AWS cloud services business)[21](index=21&type=chunk) Revenue and Profit/(Loss) by Business Segment (For the six months ended June 30) | Business Segment | 2025 Revenue (HK$'000) | 2025 Profit/(Loss) (HK$'000) | 2024 Revenue (HK$'000) | 2024 Profit/(Loss) (HK$'000) | | :--- | :--- | :--- | :--- | :--- | | Smart retail business (Continuing) | 5,022 | (239) | 17,971 | (385) | | Automotive products and culture business (Continuing) | 8,001 | (768) | — | — | | AWS cloud services business (Discontinued) | 134 | 134 | 4,570 | (1,026) | Assets and Liabilities by Business Segment (As of June 30) | Indicator | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Smart retail business segment assets | 6,028 | 1,854 | | Automotive products and culture business segment assets | 3,346 | 304 | | Consolidated assets | 16,823 | 15,684 | | Smart retail business segment liabilities | 5,343 | 1,230 | | Automotive products and culture business segment liabilities | 4,706 | 302 | | Consolidated liabilities | 10,578 | 5,458 | [Finance Costs](index=14&type=section&id=%E8%B2%A1%E5%8B%99%E6%88%90%E6%9C%AC) The Group incurred no finance costs for the six months ended June 30, 2025, compared to HK$15 thousand in the prior period Finance Costs (For the six months ended June 30) | Finance Costs | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Interest on lease liabilities | — | 15 | [Income Tax Credit](index=14&type=section&id=%E6%89%80%E5%BE%97%E7%A8%85%E6%8A%B5%E5%85%8D) For the six months ended June 30, 2025, the Group recorded an income tax credit of HK$5 thousand, primarily from deferred tax Income Tax Credit (For the six months ended June 30) | Tax Type | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Current tax | (1) | — | | Deferred tax | 6 | 16 | | **Total income tax credit** | **5** | **16** | - The corporate income tax rate for subsidiaries in China is 25%[26](index=26&type=chunk) [Loss for the Period from Continuing Operations](index=15&type=section&id=%E4%BE%86%E8%87%AA%E6%8C%81%E7%BA%8C%E7%B6%93%E7%87%9F%E6%A5%AD%E5%8B%99%E7%9A%84%E6%9C%9F%E9%96%93%E8%99%A7%E6%90%8D) The loss from continuing operations was influenced by increased net exchange losses, a significant reduction in loss allowance for receivables, and lower directors' remuneration Key Items Affecting Loss from Continuing Operations (For the six months ended June 30) | Item | 2025 (HK$'000) | 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Bank interest income | (120) | (173) | Decreased | | Net exchange loss | 524 | 219 | Loss widened | | Loss allowance on trade and other receivables | 612 | 4,846 | Substantially decreased | | Directors' remuneration | 416 | 739 | Decreased | | Employee benefit expenses (excluding directors' remuneration) | 1,509 | 1,753 | Decreased | [Discontinued Operations](index=16&type=section&id=%E5%B7%B2%E7%B5%82%E6%AD%A2%E7%B6%93%E7%87%9F%E6%A5%AD%E5%8B%99) The Group's discontinued AWS cloud services business, sold in the previous year, recorded a profit before tax of HK$134 thousand, a turnaround from a loss in the prior period - The Group disposed of its AWS cloud services business during the year ended December 31, 2024[29](index=29&type=chunk) Performance of Discontinued Operations (For the six months ended June 30) | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Revenue | 134 | 4,570 | Substantially decreased | | Profit/(loss) before tax | 134 | (1,026) | Turnaround to profit | | Total comprehensive income/(expense) for the period from discontinued operations | 134 | (1,026) | Turnaround to profit | [Loss Per Share](index=17&type=section&id=%E6%AF%8F%E8%82%A1%E8%99%A7%E6%90%8D) For the six months ended June 30, 2025, the basic and diluted loss per share attributable to owners of the Company was 0.08 HK cents, with the loss from continuing operations widening year-on-year Loss Per Share (For the six months ended June 30) | Indicator | 2025 (HK cents per share) | 2024 (HK cents per share) | Change | | :--- | :--- | :--- | :--- | | Loss per share from continuing operations | (0.08) | (0.06) | Loss widened | | Loss per share from continuing and discontinued operations | (0.08) | (0.07) | Loss widened | - The weighted average number of ordinary shares was 4,686,048 thousand, and with no dilutive potential shares outstanding, basic and diluted loss per share are identical[31](index=31&type=chunk) [Property, Plant and Equipment](index=18&type=section&id=%E7%89%A9%E6%A5%AD%E3%80%81%E5%BB%A0%E6%88%BF%E5%8F%8A%E8%A8%AD%E5%82%99) As of June 30, 2025, the net book value of the Group's property, plant and equipment was reduced to zero due to disposals Net Book Value of Property, Plant and Equipment (As of June 30) | Indicator | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Net book value at end of period/year | — | 3 | Reduced to zero | - The net book value of property, plant and equipment decreased to zero, primarily due to disposals[32](index=32&type=chunk) [Intangible Assets](index=18&type=section&id=%E7%84%A1%E5%BD%A2%E8%B3%87%E7%94%A2) As of June 30, 2025, the Group's intangible assets had a net book value of HK$118 thousand, mainly comprising network platform development costs Net Book Value of Intangible Assets (As of June 30) | Indicator | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Net book value at end of period/year | 118 | — | - Intangible assets primarily represent development costs for a network platform, with additions of HK$128 thousand and amortization of HK$10 thousand during the period[32](index=32&type=chunk) [Trade and Other Receivables](index=19&type=section&id=%E8%B2%BF%E6%98%93%E5%8F%8A%E5%85%B6%E4%BB%96%E6%87%89%E6%94%B6%E6%AC%BE%E9%A0%85) As of June 30, 2025, the Group's total trade and other receivables increased substantially to HK$9,729 thousand from HK$2,107 thousand at year-end 2024 Trade and Other Receivables (As of June 30) | Indicator | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Trade receivables, net of loss allowance | 5,145 | 17 | Substantial increase | | Deposits, other receivables and prepayments | 4,584 | 2,090 | Substantial increase | | **Total trade and other receivables** | **9,729** | **2,107** | **+361.7%** | - Trade receivables are due within 60 days from the date of invoice[33](index=33&type=chunk) [Trade and Other Payables](index=20&type=section&id=%E8%B2%BF%E6%98%93%E5%8F%8A%E5%85%B6%E4%BB%96%E6%87%89%E4%BB%98%E6%AC%BE%E9%A0%85) As of June 30, 2025, the Group's total trade and other payables increased significantly to HK$10,549 thousand, driven by rises in both trade payables and other payables Trade and Other Payables (As of June 30) | Indicator | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Total trade payables | 4,175 | 204 | Substantial increase | | Accrued salaries and other tangible benefits | 336 | 1,590 | Significant decrease | | Other payables and accruals | 6,038 | 2,292 | Substantial increase | | **Total trade and other payables** | **10,549** | **4,086** | **+158.2%** | [Related Party Transactions](index=21&type=section&id=%E9%97%9C%E9%80%A3%E6%96%B9%E4%BA%A4%E6%98%93) For the six months ended June 30, 2025, key management personnel compensation was HK$416 thousand, and the Group earned revenue of HK$409 thousand from an intermediate holding company Related Party Transactions (For the six months ended June 30) | Transaction Type | 2025 (HK$'000) | 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Key management personnel compensation | 416 | 739 | Decreased | | Revenue from provision of smart retail services to an intermediate holding company | 409 | — | New | [Interim Dividend](index=21&type=section&id=%E4%B8%AD%E6%9C%9F%E8%82%A1%E6%81%AF) The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025, consistent with the prior period - The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025[37](index=37&type=chunk) Management Discussion and Analysis [Business Review](index=22&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group's business comprises smart retail and the newly developed automotive products and culture segments, with the latter showing promising market potential in its first reporting period - The Group's business development will continue to be driven by the smart retail business, with core activities including system development, operation, and sales of software and hardware[51](index=51&type=chunk) [Smart Retail Business](index=22&type=section&id=%E6%99%BA%E6%85%A7%E9%9B%B6%E5%94%AE%E6%A5%AD%E5%8B%99) The smart retail business provides digital transformation solutions and cloud services, but its total revenue declined significantly year-on-year due to lower cloud service income and business adjustments - The smart retail business provides new retail digital transformation solutions, an integrated software service platform, and cloud services for chain retail enterprises and merchants[38](index=38&type=chunk) Smart Retail Business Revenue (For the six months ended June 30) | Business Type | 2025 (HK$'000) | 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Continuing operations | 5,022 | 17,971 | -72.1% | | Discontinued operations (AWS cloud services) | 134 | 4,570 | -97.1% | | **Total Revenue** | **5,156** | **22,541** | **-77.1%** | [Automotive Products and Culture Business](index=22&type=section&id=%E8%BB%8A%E5%93%81%E6%96%87%E5%8C%96%E6%A5%AD%E5%8B%99) The automotive products and culture business, engaged in the sale of auto-related accessories, recorded its first revenue of HK$8,001 thousand for the six months ended June 30, 2025 - The automotive products and culture business engages in the trading of various auto-related accessories and peripheral products, offering customized designs through collaboration with car manufacturers[39](index=39&type=chunk) Automotive Products and Culture Business Revenue (For the six months ended June 30) | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | | :--- | :--- | :--- | | Revenue | 8,001 | Zero | [Financial Review and Policies](index=23&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7%E5%92%8C%E8%B2%A1%E5%8B%99%E6%94%BF%E7%AD%96) For the six months ended June 30, 2025, the Group's revenue from continuing operations decreased by 28%, and the consolidated loss attributable to owners increased by 14% Financial Performance Overview (For the six months ended June 30) | Indicator | 2025 (HK$'000) | 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Revenue from continuing operations | 13,023 | 17,971 | -28% | | Loss from continuing operations attributable to owners of the Company | (3,940) | (2,879) | Loss widened | | Profit/(loss) from discontinued operations attributable to owners of the Company | 68 | (523) | Turnaround to profit | | Consolidated loss attributable to owners of the Company (continuing and discontinued) | (3,872) | (3,402) | Loss increased by 14% | - The increase in overall loss was primarily attributable to the decline in revenue from the cloud services business and the Company's business adjustments[40](index=40&type=chunk) - The Group adopts a centralized financial policy aimed at reducing overall interest expenses[41](index=41&type=chunk) [Liquidity and Gearing Ratio](index=24&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E5%8F%8A%E8%B3%87%E7%94%A2%E8%B2%A0%E5%82%B5%E6%AF%94%E7%8E%87) As of June 30, 2025, the Group's total assets and liabilities increased, while cash balances decreased significantly, resulting in a lower current ratio of approximately 1.5 and a gearing ratio of zero Liquidity and Gearing Ratio (As of June 30) | Indicator | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Total assets | 16,823 | 15,684 | +7.3% | | Total liabilities | 10,578 | 5,453 | +94% | | Cash and bank balances | 6,537 | 13,281 | -50.8% | | Current ratio | 1.5 | 2 | Decreased | | Gearing ratio | Zero | Zero | Unchanged | - The Group had **no bank borrowings or loans**, resulting in a gearing ratio of zero[42](index=42&type=chunk) [Capital Structure](index=24&type=section&id=%E8%B3%87%E6%9C%AC%E7%B5%90%E6%A7%8B) As of June 30, 2025, the Group's capital structure primarily consisted of equity attributable to owners of the Company amounting to HK$6,894 thousand, with no change in the total number of issued shares Capital Structure (As of June 30) | Indicator | June 30, 2025 (HK$'000) | December 31, 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Equity attributable to owners of the Company | 6,894 | 10,775 | -36% | | Total number of issued shares | 4,686,048,381 shares | 4,686,048,381 shares | No change | [Pledge of Group's Assets](index=24&type=section&id=%E6%9C%AC%E9%9B%86%E5%9C%98%E8%B3%87%E7%94%A2%E6%8A%B5%E6%8A%BC) As of June 30, 2025, the Group had no pledged assets, consistent with the position at the end of the previous year - As of June 30, 2025, the Group had **no pledged assets**[44](index=44&type=chunk) [Significant Investments, Acquisitions or Disposals of Subsidiaries, Associates or Joint Ventures](index=24&type=section&id=%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B3%87%E3%80%81%E9%87%8D%E5%A4%A7%E9%99%84%E5%B1%AC%E5%85%AC%E5%8F%B8%E3%80%81%E8%81%AF%E7%87%9F%E5%85%AC%E5%8F%B8%E6%88%96%E5%90%88%E7%87%9F%E5%85%AC%E5%8F%B8%E6%94%B6%E8%B3%BC%E6%88%96%E5%87%BA%E5%94%AE) During the six months ended June 30, 2025, the Group held no other significant investments and made no material acquisitions or disposals of subsidiaries, associates, or joint ventures - During the six months ended June 30, 2025, the Group did not hold other significant investments, nor did it conduct any material acquisitions or disposals of subsidiaries, associates, and joint ventures[45](index=45&type=chunk) [Capital Investments and Future Plans for Material Investments or Capital Assets](index=25&type=section&id=%E8%B3%87%E6%9C%AC%E6%8A%95%E8%B3%87%E5%8F%8A%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B3%87%E6%88%96%E8%B3%BC%E5%85%A5%E8%B3%87%E6%9C%AC%E8%B3%87%E7%94%A2%E4%B9%8B%E6%9C%AA%E4%BE%86%E8%A8%88%E5%8A%83) The Group made no payments for the purchase of property, plant and equipment during the period and has no specific plans for material investments or capital asset acquisitions - During the six months ended June 30, 2025, the Group did not incur any expenses for the purchase of property, plant and equipment[46](index=46&type=chunk) - As of June 30, 2025, the Group had no specific plans for material investments or the purchase of capital assets[46](index=46&type=chunk) [Foreign Exchange Fluctuation Risk](index=25&type=section&id=%E5%8C%AF%E7%8E%87%E6%B3%A2%E5%8B%95%E9%A2%A8%E9%9A%AA) The Group's sales and purchases are mainly denominated in HKD and RMB, exposing it to RMB exchange rate fluctuations, which are monitored but not hedged during the period - The Group's sales and purchases are primarily denominated in Hong Kong dollars and Renminbi[47](index=47&type=chunk) - The RMB exchange rate is subject to Chinese government controls and economic and political factors, and its fluctuations may affect the Group's performance[47](index=47&type=chunk) - The Group monitors foreign exchange risk but did not enter into any hedging transactions during the six months ended June 30, 2025[48](index=48&type=chunk) [Contingent Liabilities](index=25&type=section&id=%E6%88%96%E7%84%B6%E8%B2%A0%E5%82%B5) As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had **no significant contingent liabilities**[49](index=49&type=chunk) [Employees and Remuneration Policy](index=26&type=section&id=%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 had 8 employees, and total staff costs decreased to approximately HK$2.2 million, with a competitive remuneration policy based on performance Employee and Remuneration Information (As of June 30) | Indicator | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Number of employees | 8 | 12 | Decreased by 4 | | Total staff costs (including directors' remuneration) | Approx. HK$2.2 million | Approx. HK$2.7 million (June 30, 2024) | Decreased | - The Group offers competitive salaries and benefits to its employees, with remuneration reviewed periodically based on job performance[50](index=50&type=chunk) [Outlook](index=26&type=section&id=%E5%B1%95%E6%9C%9B) The Group's future development will be driven by the smart retail business, capitalizing on generative AI, consumption stimulus policies, and supply-side structural reforms - The Group's future business development will continue to be driven by the smart retail business, with core activities including system development, operation, and sales of software and hardware[51](index=51&type=chunk) - The popularization of generative AI technology, consumption stimulus policies, and the Chinese government's promotion of supply-side structural reforms are expected to boost future demand for smart retail services[51](index=51&type=chunk) - The Group will closely monitor its operational performance in mainland China, adjust business strategies, and explore opportunities in new quality productive forces and internet-based new retail[51](index=51&type=chunk) Shareholder and Corporate Governance Information [Interests and Short Positions of Directors and Chief Executive in Shares, Underlying Shares and Debentures of the Company or its Associated Corporations](index=27&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E6%9C%AC%E5%85%AC%E5%8F%B8%E6%9C%80%E9%AB%98%E8%A1%8C%E6%94%BF%E4%BA%BA%E5%93%A1%E6%96%BC%E6%9C%AC%E5%85%AC%E5%8F%B8%E6%88%96%E5%85%B6%E4%BB%BB%E4%BD%95%E7%9B%B8%E8%81%AF%E6%B3%95%E5%9C%98%E7%9A%84%E8%82%A1%E4%BB%BD%E3%80%81%E7%9B%B8%E9%97%9C%E8%82%A1%E4%BB%BD%E5%8F%8A%E5%82%B5%E5%88%B8%E4%B8%AD%E6%93%81%E6%9C%89%E7%9A%84%E6%AC%8A%E7%9B%8A%E5%8F%8A%E6%B7%A1%E5%80%89) As of June 30, 2025, Mr. Sun Haitao and Ms. Wu Shan held long positions in the shares of the associated corporation Vala Inc., with no other disclosable interests held by directors Directors' Long Positions in Shares of Associated Corporation VALA (As of June 30, 2025) | Director's Name | Capacity and Nature of Interest | Number of Shares | Approximate Percentage of VALA's Issued Shares | | :--- | :--- | :--- | :--- | | Mr. Sun Haitao | Discretionary trust, founder, other, beneficial owner | 308,082,736 | 18.90% | | Ms. Wu Shan | Beneficial owner | 1,689,770 | 0.10% | - 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 its associated corporations[53](index=53&type=chunk) [Interests and Short Positions of Substantial Shareholders and Other Persons in the Shares, Underlying Shares and Debentures of the Company](index=29&type=section&id=%E4%B8%BB%E8%A6%81%E8%82%A1%E6%9D%B1%E5%8F%8A%E5%85%B6%E4%BB%96%E4%BA%BA%E5%A3%AB%E6%96%BC%E6%9C%AC%E5%85%AC%E5%8F%B8%E7%9A%84%E8%82%A1%E4%BB%BD%E3%80%81%E7%9B%B8%E9%97%9C%E8%82%A1%E4%BB%BD%E5%8F%8A%E5%82%B5%E5%88%B8%E4%B8%AD%E6%93%81%E6%9C%89%E7%9A%84%E6%AC%8A%E7%9B%8A%E5%8F%8A%E6%B7%A1%E5%80%89) As of June 30, 2025, VALA and Qichen High-tech, along with their respective controlled corporations, were deemed to have a 29.00% long position in the Company's shares Long Positions of Substantial Shareholders and Other Persons in the Company's Shares (As of June 30, 2025) | Name | Capacity and Nature of Interest | Number of Shares Held Directly or Indirectly | Approximate Percentage of Issued Shares | | :--- | :--- | :--- | :--- | | VALA | Interest in a controlled corporation | 1,358,954,030 (L) | 29.00% | | 51 Credit Card (China) Inc. | Interest in a controlled corporation | 1,358,954,030 (L) | 29.00% | | Hangzhou Zhenniu Information Technology Co., Ltd. | Interest in a controlled corporation | 1,358,954,030 (L) | 29.00% | | Hangzhou Jiahao Technology Co., Ltd. | Interest in a controlled corporation | 1,358,954,030 (L) | 29.00% | | Shanghai Wuniu Network Technology Co., Ltd. | Interest in a controlled corporation | 1,358,954,030 (L) | 29.00% | | 51RENPIN.COM INC. | Beneficial owner | 1,358,954,030 (L) | 29.00% | | Mr. Zuo Lei | Beneficial owner | 511,025,000 (L) | 10.91% | | Zheng Minggao | Interest in a controlled corporation | 1,358,954,030 (L) | 29.00% | | Ningbo Qichen Investment Holding Co., Ltd. | Interest in a controlled corporation | 1,358,954,030 (L) | 29.00% | | Beijing Tongsen Capital Holding Co., Ltd. | Interest in a controlled corporation | 1,358,954,030 (L) | 29.00% | | Shandong Qichen Zhongke Investment Holding Co., Ltd. | Interest in a controlled corporation | 1,358,954,030 (L) | 29.00% | | Qichen High-tech Management Consulting Ltd. | Beneficial owner | 1,358,954,030 (L) | 29.00% | - As the Share Sale and Purchase Agreement had not been completed by June 30, 2025, both 51RENPIN.COM INC., Qichen High-tech, and their respective holding companies were deemed to have an interest in the shares under the agreement[57](index=57&type=chunk) [Compliance with the Corporate Governance Code](index=31&type=section&id=%E9%81%B5%E5%AE%88%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%AE%88%E5%89%87) The Company complied with the Corporate Governance Code during the period, except for the deviation where the roles of Chairman and Chief Executive Officer were both held by Mr. Sun - The Company has complied with all code provisions of the Corporate Governance Code as set out in Appendix C1, Part 2 of the GEM Listing Rules[59](index=59&type=chunk) - Chairman Mr. Sun Haitao also serves as the Chief Executive Officer, which deviates from code provision C.2.1 (roles of chairman and chief executive should be separate)[59](index=59&type=chunk) - The Board believes this arrangement enhances decision-making and execution efficiency and is searching for a suitable candidate to comply with the code[59](index=59&type=chunk) [Directors' Securities Transactions](index=32&type=section&id=%E8%91%A3%E4%BA%8B%E4%B9%8B%E8%AD%89%E5%88%B8%E4%BA%A4%E6%98%93) The Company has adopted a code for directors' securities transactions, and no violations were noted during the six months ended June 30, 2025 - The Company has adopted a code of conduct for securities transactions by directors on terms no less exacting than the required standard of dealings[60](index=60&type=chunk) - No incidents of non-compliance by any director with the required standard of dealings and the code were noted during the six months ended June 30, 2025[60](index=60&type=chunk) [Audit Committee](index=32&type=section&id=%E5%AF%A9%E6%A0%B8%E5%A7%94%E5%93%A1%E6%9C%83) The Audit Committee has reviewed the Group's unaudited interim results and report for the period and found them to be compliant with applicable standards and rules, with no disagreements - The Audit Committee has reviewed the Group's unaudited consolidated results and interim report for the six months ended June 30, 2025[61](index=61&type=chunk) - The Audit Committee concluded that the financial statements comply with applicable accounting standards, GEM Listing Rules, and other statutory requirements, with full disclosure and no disagreements on accounting treatments[61](index=61&type=chunk) [Changes in Information of Directors and Chief Executive](index=32&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E6%9C%AC%E5%85%AC%E5%8F%B8%E6%9C%80%E9%AB%98%E8%A1%8C%E6%94%BF%E4%BA%BA%E5%93%A1%E4%B9%8B%E4%BF%A1%E6%81%AF%E8%AE%8A%E6%9B%B4) As of the report date, the annual director's fee for Executive Director Ms. Wu Shan was changed to HK$512,000, effective January 1, 2025 - The annual director's fee of Executive Director Ms. Wu Shan has been changed to HK$512,000, effective from January 1, 2025[62](index=62&type=chunk) - Save for the above, there were no other changes in the information of the Directors and chief executive required to be disclosed pursuant to Rule 17.50A(1) of the GEM Listing Rules as of the date of this report[62](index=62&type=chunk) [Purchase, Sale or Redemption of Listed Securities](index=32&type=section&id=%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) Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the period, and no treasury shares were held - During the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[63](index=63&type=chunk) - As of June 30, 2025, the Company did not hold any treasury shares[63](index=63&type=chunk) [Change of Single Largest Shareholder](index=33&type=section&id=%E8%AE%8A%E6%9B%B4%E5%96%AE%E4%B8%80%E6%9C%80%E5%A4%A7%E8%82%A1%E6%9D%B1) Following the completion of share sale agreements, Qichen High-tech has become the Company's single largest shareholder, holding approximately 29.00% of the total issued shares - 51RENPIN.COM INC. entered into a placing agreement and a share sale and purchase agreement with Qichen High-tech and Shandong Qichen to sell a total of approximately 39.16% of the shares[64](index=64&type=chunk) - The placing agreement and the share sale and purchase agreement were completed on June 9, 2025, and July 15, 2025, respectively[65](index=65&type=chunk) - **Qichen High-tech has become the single largest shareholder** of the Company, holding approximately 29.00% of the total issued share capital[65](index=65&type=chunk) [Events After the Reporting Period](index=33&type=section&id=%E5%A0%B1%E5%91%8A%E6%9C%9F%E5%BE%8C%E4%BA%8B%E9%A0%85) No significant events occurred after the end of the reporting period and up to the date of this report - No significant events occurred after the end of the reporting period and up to the date of this report[66](index=66&type=chunk) [By Order of the Board](index=33&type=section&id=%E6%89%BF%E8%91%A3%E4%BA%8B%E6%9C%83%E5%91%BD) This report was signed on August 26, 2025, by Mr. Sun Haitao, Chairman and Executive Director of the Board - This report was signed on August 26, 2025, by Mr. Sun Haitao, Chairman and Executive Director[67](index=67&type=chunk)[68](index=68&type=chunk) - As of the report date, the Executive Directors are Mr. Sun Haitao and Ms. Wu Shan; the Independent Non-executive Directors are Mr. Fan Lei, Ms. Liu Jia, and Mr. Yu Tat Chi[68](index=68&type=chunk)

Core Viewpoint - 中彩网通控股 reported a decline in revenue and an increase in shareholder losses for the six months ending June 30, 2025, indicating financial challenges ahead [1] Financial Performance - Revenue for the period was HKD 13.023 million, representing a year-on-year decrease of 27.53% [1] - Shareholder losses amounted to HKD 3.872 million, which is a year-on-year increase of 13.82% [1] - Basic loss per share was HKD 0.08 [1]

Group 1 - The company reported interim results for the six months ending June 30, 2025, with revenue of HKD 13.023 million, representing a year-on-year decrease of 27.53% [1] - The loss attributable to shareholders was HKD 3.872 million, which expanded by 13.82% year-on-year [1] - The basic loss per share was HKD 0.08 [1]

[Company Announcements and Important Notices](index=1&type=section&id=%E5%85%AC%E5%8F%B8%E5%85%AC%E5%91%8A%E5%8F%8A%E9%87%8D%E8%A6%81%E6%8F%90%E7%A4%BA) [Announcement Statement](index=1&type=section&id=%E5%85%AC%E5%91%8A%E8%81%B2%E6%98%8E) Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited are not responsible for the content of this announcement, make no statement as to its accuracy or completeness, and accept no liability for any loss - Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited are not responsible for the content of this announcement, make no statement as to its accuracy or completeness, and accept no liability for any loss[1](index=1&type=chunk) [Interim Results Announcement](index=1&type=section&id=%E4%B8%AD%E6%9C%9F%E6%A5%AD%E7%B8%BE%E5%85%AC%E5%91%8A) The Board of Directors is pleased to announce the unaudited consolidated results for the six months ended June 30, 2025, in compliance with GEM Listing Rules, with the full interim report to be dispatched to shareholders and published online - The Board of Directors is pleased to announce the unaudited consolidated results for the six months ended June 30, 2025, in compliance with GEM Listing Rules requirements[3](index=3&type=chunk) - The printed version of the Company's 2025 interim report will be dispatched to shareholders and published on the Company's and Stock Exchange's websites in due course[3](index=3&type=chunk) [Board Members and Responsibility Statement](index=2&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E6%88%90%E5%93%A1%E5%8F%8A%E8%B2%AC%E4%BB%BB%E8%81%B2%E6%98%8E) This announcement lists the company's executive and independent non-executive directors, who collectively and individually assume full responsibility for the accuracy, completeness, and non-misleading nature of the information herein - Executive Directors are Mr Sun Haitao and Ms Wu Shan; Independent Non-executive Directors are Mr Fan Lei, Ms Liu Jia, and Mr Yu Tat Chi[4](index=4&type=chunk) - Each Director confirms that the information contained in the announcement is accurate and complete in all material respects, contains no misleading or fraudulent statements, and omits no material facts, and they collectively and individually accept full responsibility[4](index=4&type=chunk) [GEM Market Characteristics and Risk Warning](index=3&type=section&id=GEM%E5%B8%82%E5%A0%B4%E7%89%B9%E8%89%B2%E5%8F%8A%E9%A2%A8%E9%9A%AA%E6%8F%90%E7%A4%BA) The GEM market provides a listing platform for SMEs, which typically carry higher investment risks; investors should fully understand potential risks, including market volatility and uncertain liquidity, and make prudent investment decisions - GEM is positioned to provide a listing market for small and medium-sized companies, which carry higher investment risks compared to companies listed on the Main Board of the Stock Exchange[5](index=5&type=chunk) - Securities traded on GEM may be subject to greater market volatility risks than those traded on the Main Board, and there is no guarantee of a highly liquid market for GEM-traded securities[5](index=5&type=chunk) [Financial Highlights](index=4&type=section&id=%E6%91%98%E8%A6%81) [Summary of Key Financial Performance](index=4&type=section&id=%E6%91%98%E8%A6%81) For the six months ended June 30, 2025, the Group's revenue from continuing operations decreased by approximately 28% to HK$13.023 million, with the consolidated loss attributable to owners increasing by 13.8% to HK$3.872 million, resulting in a basic and diluted loss per share of 0.08 HK cents, and no interim dividend is recommended Key Financial Performance Summary | Metric | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue from continuing operations | 13,023 | 17,971 | | Consolidated loss attributable to owners | 3,872 | 3,402 | | Basic and diluted loss per share | 0.08 HK cents | 0.07 HK cents | - The Group's unaudited consolidated revenue from continuing operations decreased by approximately **28%** compared to the same period in 2024[7](index=7&type=chunk) - The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025[7](index=7&type=chunk) [Consolidated Financial Statements](index=5&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=5&type=section&id=%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%E5%85%A5%E8%A1%A8) For the six months ended June 30, 2025, the Group's loss for the period narrowed to HK$3.970 million from HK$4.090 million last year, despite a 28% decrease in revenue from continuing operations and reduced gross profit, partially offset by a turnaround to profit in discontinued operations Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue | 13,023 | 17,971 | | Cost of sales and services | (11,666) | (16,427) | | Gross profit | 1,357 | 1,544 | | Loss for the period from continuing operations | (4,104) | (3,064) | | Profit/(loss) for the period from discontinued operations | 134 | (1,026) | | Loss for the period | (3,970) | (4,090) | - The loss from continuing operations attributable to owners was **HK$3,940 thousand**, with a profit from discontinued operations of **HK$68 thousand**, totaling a loss of **HK$3,872 thousand**[10](index=10&type=chunk) [Consolidated Statement of Financial Position](index=7&type=section&id=%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 Group's total assets slightly increased to HK$16.823 million, but total liabilities significantly rose by 94% to HK$10.578 million, mainly due to a substantial increase in trade and other payables, leading to a decrease in net current assets and equity attributable to owners Consolidated Statement of Financial Position | Metric | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Non-current assets | 118 | 251 | | Current assets | 16,705 | 15,433 | | Current liabilities | 10,578 | 5,453 | | Net current assets | 6,127 | 9,980 | | Equity attributable to owners of the Company | 6,894 | 10,775 | - Intangible assets increased from nil to **HK$118 thousand**, primarily due to network platform development costs[11](index=11&type=chunk)[19](index=19&type=chunk) [Consolidated Statement of Changes in Equity](index=9&type=section&id=%E7%B6%9C%E5%90%88%E6%AC%8A%E7%9B%8A%E8%AE%8A%E5%8B%95%E8%A1%A8) As of June 30, 2025, the Group's total equity decreased from HK$10.226 million at the beginning of the year to HK$6.245 million, primarily due to a loss for the period of HK$3.970 million and a reduction in foreign currency translation reserve Consolidated Statement of Changes in Equity | Metric | January 1, 2025 (HK$ Thousand) | June 30, 2025 (HK$ Thousand) | | :--- | :--- | :--- | | Equity attributable to owners of the Company | 10,775 | 6,894 | | Non-controlling interests | (549) | (649) | | Total equity | 10,226 | 6,245 | - The loss for the period of **HK$3,970 thousand** is the primary reason for the decrease in equity[14](index=14&type=chunk) [Consolidated Statement of Cash Flows](index=10&type=section&id=%E7%B6%9C%E5%90%88%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) For the six months ended June 30, 2025, the Group generated a net cash outflow of HK$6.762 million from operating activities, a stark contrast to the net inflow in the prior year, with minimal cash outflow from investing activities and no net cash flow from financing activities, leading to a significant reduction in cash and bank balances to HK$6.537 million at period-end Consolidated Statement of Cash Flows | Metric | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Net cash (used in)/generated from operating activities | (6,762) | 170 | | Net cash used in investing activities | (8) | (704) | | Net cash used in financing activities | — | (219) | | Net decrease in cash and cash equivalents | (6,770) | (753) | | Cash and cash equivalents at end of period | 6,537 | 17,225 | [Notes to the Interim Financial Information](index=11&type=section&id=%E4%B8%AD%E6%9C%9F%E8%B2%A1%E5%8B%99%E8%B3%87%E6%96%99%E9%99%84%E8%A8%BB) [Basis of Preparation and Impact of New and Revised HKFRSs and HKASs](index=11&type=section&id=%E7%B7%A8%E8%A3%BD%E5%9F%BA%E6%BA%96%E5%8F%8A%E6%96%B0%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%E5%8F%8A%E9%A6%99%E6%B8%AF%E6%9C%83%E8%A8%88%E6%BA%96%E5%89%87%E4%B9%8B%E5%BD%B1%E9%9F%BF) The Group's unaudited consolidated financial statements for the six months ended June 30, 2025, are prepared in accordance with HKAS 34 and GEM Listing Rules, applying consistent accounting policies as of December 31, 2024, with no significant changes from adopting new and revised HKFRSs - The Group's unaudited consolidated financial statements for the six months ended June 30, 2025, are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the HKICPA and the applicable disclosure requirements of the GEM Listing Rules[18](index=18&type=chunk) - The adoption of these new and revised HKFRSs has not resulted in any significant changes to the Group's accounting policies or the amounts reported for the current and prior periods[18](index=18&type=chunk) [Revenue](index=12&type=section&id=%E6%94%B6%E7%9B%8A) For the six months ended June 30, 2025, the Group's revenue from continuing operations decreased by 28% to HK$13.023 million compared to the prior year, with a shift in revenue structure as new automotive cultural products contributed HK$8.001 million while smart retail services revenue significantly declined Revenue by Source (Continuing Operations) | Revenue Source (Continuing Operations) | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Provision of automotive cultural products business | 8,001 | — | | Provision of smart retail services | 5,022 | 17,971 | | **Total Revenue** | **13,023** | **17,971** | [Segment Information](index=12&type=section&id=%E5%88%86%E9%A1%9E%E8%B3%87%E6%96%99) The Group's operating segments include continuing operations (smart retail and automotive cultural products) and discontinued operations (AWS cloud services); for the six months ended June 30, 2025, smart retail revenue significantly decreased, automotive cultural products generated HK$8.001 million in new revenue, and the discontinued AWS cloud services recorded a profit of HK$134 thousand - The Group's operating segments include continuing operations (smart retail business, automotive cultural products business) and discontinued operations (AWS cloud services business)[22](index=22&type=chunk)[23](index=23&type=chunk) Revenue by Business Segment | Business Segment | Revenue for Six Months Ended June 30, 2025 (HK$ Thousand) | Revenue for Six Months Ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Smart retail business (continuing) | 5,022 | 17,971 | | Automotive cultural products business (continuing) | 8,001 | — | | AWS cloud services business (discontinued) | 134 | 4,570 | Segment Assets | Business Segment | Segment Assets as of June 30, 2025 (HK$ Thousand) | Segment Assets as of December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Smart retail business | 6,028 | 1,854 | | Automotive cultural products business | 3,346 | 304 | | AWS cloud services business | — | — | [Finance Costs](index=15&type=section&id=%E8%B2%A1%E5%8B%99%E6%88%90%E6%9C%AC) For the six months ended June 30, 2025, the Group incurred no finance costs, compared to HK$15 thousand in lease liability interest during the same period last year Finance Costs | Metric | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Interest on lease liabilities | — | 15 | [Income Tax Credit](index=15&type=section&id=%E6%89%80%E5%BE%97%E7%A8%85%E6%8A%B5%E5%85%8D) For the six months ended June 30, 2025, the Group recorded an income tax credit of HK$5 thousand, primarily from deferred tax, with no Hong Kong profits tax provision due to the absence of assessable profits, and Chinese subsidiaries subject to a 25% corporate income tax rate Income Tax Credit | Metric | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Current tax | (1) | — | | Deferred tax | 6 | 16 | | **Income tax credit** | **5** | **16** | - The Group has no assessable profits in Hong Kong, thus no Hong Kong profits tax provision; Chinese subsidiaries are subject to a corporate income tax rate of **25%**[27](index=27&type=chunk) [Loss for the Period from Continuing Operations](index=16&type=section&id=%E4%BE%86%E8%87%AA%E6%8C%81%E7%BA%8C%E7%B6%93%E7%87%9F%E6%A5%AD%E5%8B%99%E7%9A%84%E6%9C%9F%E9%96%93%E虧%E6%90%8D) For the six months ended June 30, 2025, the Group's loss from continuing operations increased to HK$4.104 million, primarily due to higher net exchange losses and increased loss allowance for trade and other receivables, despite reductions in employee benefit expenses and directors' emoluments Loss for the Period from Continuing Operations | Item | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Bank interest income | (120) | (173) | | Net exchange losses | 524 | 219 | | Employee benefit expenses (excluding directors' emoluments) | 1,509 | 1,753 | | Directors' emoluments | 416 | 739 | | Loss allowance for trade and other receivables | 612 | 4,846 | | Amortisation of intangible assets | 10 | — | [Discontinued Operations](index=17&type=section&id=%E5%B7%B2%E7%B5%82%E6%AD%A2%E7%B6%93%E7%87%9F%E6%A5%AD%E5%8B%99) The Group reclassified its AWS cloud services business as discontinued operations after its sale in 2024; for the six months ended June 30, 2025, this business recorded a profit of HK$134 thousand, a significant improvement from a loss of HK$1.026 million in the prior year, despite a substantial decrease in revenue - The AWS cloud services business was sold in 2024 and reclassified as discontinued operations[30](index=30&type=chunk) Discontinued Operations Performance | Metric | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue | 134 | 4,570 | | Profit/(loss) before tax | 134 | (1,026) | | Total comprehensive income/(expense) for the period from discontinued operations | 134 | (1,026) | [Loss Per Share](index=18&type=section&id=%E6%AF%8F%E8%82%A1%E虧%E6%90%8D) For the six months ended June 30, 2025, the basic and diluted loss per share attributable to owners of the Company increased to 0.08 HK cents from 0.07 HK cents in the prior year, with no difference between basic and diluted loss per share due to the absence of dilutive potential shares Loss Attributable to Owners | Source of Loss | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | From continuing operations | (3,940) | (2,879) | | From discontinued operations | 68 | (523) | | **Total Loss** | **(3,872)** | **(3,402)** | Loss Per Share | Metric | Six Months Ended June 30, 2025 (HK cents per share) | Six Months Ended June 30, 2024 (HK cents per share) | | :--- | :--- | :--- | | Loss per share from continuing operations | (0.08) | (0.06) | | Loss per share from continuing and discontinued operations | (0.08) | (0.07) | [Property, Plant and Equipment](index=19&type=section&id=%E7%89%A9%E6%A5%AD%E3%80%81%E5%BB%A0%E6%88%BF%E5%8F%8A%E8%A8%AD%E5%82%99) As of June 30, 2025, the Group's net book value of property, plant and equipment decreased to zero due to disposals, compared to HK$3 thousand as of December 31, 2024 Property, Plant and Equipment Net Book Value | Metric | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Net book value at end of period/year | — | 3 | - The net book value of property, plant and equipment decreased to **zero** due to disposals[33](index=33&type=chunk) [Intangible Assets](index=19&type=section&id=%E7%84%A1%E5%BD%A2%E8%B3%87%E7%94%A2) As of June 30, 2025, the Group's net book value of intangible assets increased to HK$118 thousand, primarily due to new network platform development costs of HK$128 thousand, partially offset by amortization Intangible Assets Net Book Value | Metric | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Net book value at end of period/year | 118 | — | - Intangible assets primarily refer to network platform development costs, with **HK$128 thousand** added during the period[33](index=33&type=chunk) [Trade and Other Receivables](index=20&type=section&id=%E8%B2%BF%E6%98%93%E5%8F%8A%E5%85%B6%E4%BB%96%E6%87%89%E6%94%B6%E6%AC%BE%E9%A0%85) As of June 30, 2025, the Group's total trade and other receivables significantly increased to HK$9.729 million from HK$2.107 million at the end of 2024, with a particularly notable rise in trade receivables aged 0 to 60 days Trade and Other Receivables Aging Analysis | Aging | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | 0 to 30 days | 3,169 | — | | 31 to 60 days | 1,481 | 16 | | 61 to 90 days | 495 | 1 | | Over 90 days | — | — | | **Total trade receivables** | **5,145** | **17** | | Deposits, other receivables and prepayments | 4,584 | 2,090 | | **Total trade and other receivables** | **9,729** | **2,107** | [Trade and Other Payables](index=21&type=section&id=%E8%B2%BF%E6%98%93%E5%8F%8A%E5%85%B6%E4%BB%96%E6%87%89%E4%BB%98%E6%AC%BE%E9%A0%85) As of June 30, 2025, the Group's total trade and other payables more than doubled to HK$10.549 million from HK$4.086 million at the end of 2024, primarily driven by an increase in other payables and accrued expenses Trade and Other Payables Aging Analysis | Aging | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | 0 to 30 days | 1,255 | — | | 31 to 60 days | 1,518 | — | | 61 to 90 days | 1,195 | — | | Over 90 days | 207 | 204 | | **Total trade payables** | **4,175** | **204** | | Accrued salaries and other staff benefits | 336 | 1,590 | | Other payables and accrued expenses | 6,038 | 2,292 | | **Total trade and other payables** | **10,549** | **4,086** | [Related Party Transactions](index=22&type=section&id=%E9%97%9C%E9%80%A3%E6%96%B9%E4%BA%A4%E6%98%93) For the six months ended June 30, 2025, key management personnel remuneration was HK$416 thousand, a decrease from the prior year, and new revenue of HK$409 thousand was generated from providing smart retail services to an intermediate holding company Related Party Transactions | Type of Transaction | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Key management personnel remuneration | 416 | 739 | | Provision of smart retail services to an intermediate holding company | 409 | — | [Interim Dividend](index=22&type=section&id=%E4%B8%AD%E6%9C%9F%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 year - The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025[38](index=38&type=chunk) [Management Discussion and Analysis](index=23&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) [Business Review](index=23&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group's business review indicates that smart retail remains core, despite a decline in continuing revenue, while the new automotive cultural products business shows strong performance, contributing new growth, with overall revenue affected by cloud service business adjustments - The Group's business development will continue to be driven by its smart retail business, with core operations including system development, operation, and software and hardware sales services[52](index=52&type=chunk) [Smart Retail Business](index=23&type=section&id=%E6%99%BA%E6%85%A7%E9%9B%B6%E5%94%AE%E6%A5%AD%E5%8B%99) As a comprehensive supplier, the smart retail business offers digital transformation solutions and cloud services; for the six months ended June 30, 2025, continuing smart retail business revenue was HK$5.022 million, a significant decrease from the prior year, with total revenue (including discontinued AWS cloud services) reduced due to declining cloud service income and business adjustments - The smart retail business is positioned as a comprehensive smart retail supplier, providing new retail digital transformation solutions and integrated operation service platforms[39](index=39&type=chunk) Smart Retail Business Revenue | Metric | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue from continuing smart retail business | 5,022 | 17,971 | | Revenue from discontinued AWS cloud services business | 134 | 4,570 | | **Total revenue from smart retail business** | **5,156** | **22,541** | - The year-on-year decrease in revenue is primarily due to a decline in cloud service business income and business adjustments[39](index=39&type=chunk) [Automotive Cultural Products Business](index=23&type=section&id=%E8%BB%8A%E5%93%81%E6%96%87%E5%8C%96%E6%A5%AD%E5%8B%99) The Group's automotive cultural products business recorded HK$8.001 million in revenue for the six months ended June 30, 2025, demonstrating strong market potential by offering customized designs in collaboration with car manufacturers and ensuring efficient supply through partner network platforms to meet growing consumer demand for automotive accessories and related products - The automotive cultural products business recorded revenue of **HK$8,001 thousand** in H1 2025, demonstrating good market potential[40](index=40&type=chunk) - This business provides customized designs in collaboration with car manufacturers, including products like backpacks and cameras, and ensures efficient supply by placing orders through these manufacturers' network platforms[40](index=40&type=chunk) [Financial Review and Financial Policy](index=24&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7%E5%92%8C%E8%B2%A1%E5%8B%99%E6%94%BF%E7%AD%96) For the six months ended June 30, 2025, the Group's revenue from continuing operations decreased by 28%, and the consolidated loss attributable to owners increased by 14% to HK$3.872 million, mainly due to declining cloud service income and business adjustments, while the Group maintains a centralized financial policy to reduce interest expenses Financial Performance Summary | Metric | Six Months Ended June 30, 2025 (HK$ Thousand) | Six Months Ended June 30, 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Consolidated revenue from continuing operations | 13,023 | 17,971 | Decrease 28% | | Consolidated loss attributable to owners (total) | 3,872 | 3,402 | Increase 13.8% | - The increase in loss is primarily attributable to the decline in cloud service business income and the Company's business adjustments[41](index=41&type=chunk) - The Group adopts a centralized financial policy for cash and financial management and is committed to reducing the Group's overall interest expenses[42](index=42&type=chunk) [Liquidity and Gearing Ratio](index=25&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E5%8F%8A%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 total assets increased to HK$16.823 million, but total liabilities significantly rose to HK$10.578 million, causing the current ratio to decrease from 2.0 to 1.5, with cash and bank balances more than halved, while the Group has no bank borrowings or loans, maintaining a zero gearing ratio Liquidity and Gearing Ratios | Metric | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Total assets | 16,823 | 15,684 | Increase 7.3% | | Total liabilities | 10,578 | 5,453 | Increase 94% | | Cash and bank balances | 6,537 | 13,281 | Decrease 50.8% | | Current ratio | 1.5 | 2.0 | Decrease 25% | | Gearing ratio | 0 | 0 | No change | [Capital Structure](index=25&type=section&id=%E8%B3%87%E6%9C%AC%E7%B5%90%E6%A7%8B) As of June 30, 2025, the Group's capital structure shows equity attributable to owners of HK$6.894 million, a decrease from HK$10.775 million at the end of 2024, with the total number of issued shares remaining unchanged at 4,686,048,381 Equity Attributable to Owners | Metric | June 30, 2025 (HK$ Thousand) | December 31, 2024 (HK$ Thousand) | Change | | :--- | :--- | :--- | :--- | | Equity attributable to owners of the Company | 6,894 | 10,775 | Decrease 36% | - As of June 30, 2025, the total number of issued shares of the Company was **4,686,048,381** shares, with a par value of **HK$0.005** per share, consistent with December 31, 2024[44](index=44&type=chunk) [Pledge of the Group's Assets](index=25&type=section&id=%E6%9C%AC%E9%9B%86%E5%9C%98%E8%B3%87%E7%94%A2%E6%8A%B5%E6%8A%BC) As of June 30, 2025, the Group had no assets pledged, consistent with the situation as of December 31, 2024 - As of June 30, 2025, the Group had no assets pledged[45](index=45&type=chunk) [Material Investments, Acquisitions or Disposals of Major Subsidiaries, Associates or Joint Ventures](index=25&type=section&id=%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B3%87%E3%80%81%E9%87%8D%E5%A4%A7%E9%99%84%E5%B1%AC%E5%85%AC%E5%8F%B8%E3%80%81%E8%81%AF%E7%87%9F%E5%85%AC%E5%8F%B8%E6%88%96%E5%90%88%E7%87%9F%E5%85%AC%E5%8F%B8%E6%94%B6%E8%B3%BC%E6%88%96%E5%87%BA%E5%94%AE) For the six months ended June 30, 2025, the Group held no other material investments and did not undertake any material acquisitions or disposals of subsidiaries, associates, or joint ventures - For the six months ended June 30, 2025, the Group held no other material investments and did not undertake any material acquisitions or disposals of subsidiaries, associates, or joint ventures[46](index=46&type=chunk) [Capital Commitments and Future Plans for Material Investments or Capital Asset Purchases](index=26&type=section&id=%E8%B3%87%E6%9C%AC%E6%8A%95%E8%B3%87%E5%8F%8A%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B3%87%E6%88%96%E8%B3%BC%E5%85%A5%E8%B3%87%E6%9C%AC%E8%B3%87%E7%94%A2%E4%B9%8B%E6%9C%AA%E4%BE%86%E8%A8%88%E5%8A%83) For the six months ended June 30, 2025, the Group made no payments for property, plant, and equipment purchases, and as of that date, had no specific future plans for material investments or capital asset acquisitions - For the six months ended June 30, 2025, the Group made no payments for the purchase of property, plant and equipment[47](index=47&type=chunk) - As of June 30, 2025, there were no specific plans for material investments or capital asset purchases[47](index=47&type=chunk) [Exchange Rate Fluctuation Risk](index=26&type=section&id=%E5%8C%AF%E7%8E%87%E6%B3%A2%E5%8B%95%E9%A2%A8%E9%9A%AA) The Group's sales and purchases are primarily denominated in HKD and RMB; RMB exchange rates are subject to Chinese government controls and various economic and political factors, whose fluctuations may impact the Group's results, and while the Group monitors foreign exchange risk, it undertook no hedging transactions for the six months ended June 30, 2025 - The Group's sales and purchases are primarily denominated in Hong Kong Dollars and Renminbi. Renminbi is not freely convertible, and its future exchange rate may fluctuate significantly from current or past rates due to controls imposed by the Chinese government[48](index=48&type=chunk) - The Group monitors its foreign exchange risk and considers hedging significant currency exposures when necessary. For the six months ended June 30, 2025, the Group did not enter into any hedging transactions[49](index=49&type=chunk) [Contingent Liabilities](index=26&type=section&id=%E6%88%96%E7%84%B6%E8%B2%A0%E5%82%B5) As of June 30, 2025, the Group had no material contingent liabilities, consistent with the situation as of December 31, 2024 - As of June 30, 2025, the Group had no material contingent liabilities[50](index=50&type=chunk) [Employees and Remuneration Policy](index=27&type=section&id=%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 employee count decreased to 8, with total staff costs, including directors' emoluments, approximately HK$2.2 million, a decrease from the prior year, and the Group offers competitive remuneration and benefits, reviewed annually based on performance Employee Statistics | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Number of employees | 8 | 12 | Staff Costs | Metric | Six Months Ended June 30, 2025 (HK$ Million) | Six Months Ended June 30, 2024 (HK$ Million) | | :--- | :--- | :--- | | Total staff costs (including directors' emoluments) | 2.2 | 2.7 | - The Group provides competitive salaries and benefits to its employees, with remuneration determined based on job performance within a regularly reviewed salary and bonus system[51](index=51&type=chunk) [Outlook](index=27&type=section&id=%E5%B1%95%E6%9C%9B) The Group's future business development will continue to be driven by its smart retail business, focusing on system development, operation, and software and hardware sales services, anticipating increased demand for smart retail services due to the popularization of generative AI and consumption boosting policies, while closely monitoring operational performance, adjusting strategies, concentrating resources on high-growth potential units, and exploring new productive forces and internet new retail opportunities, and implementing cost-saving measures - The Group's business development will continue to be driven by its smart retail business, with core operations including smart retail business system development, operation, and software and hardware sales services[52](index=52&type=chunk) - The popularization of generative artificial intelligence and other technologies, coupled with consumption boosting policies and the Chinese government's promotion of supply-side structural reforms, are expected to stimulate future demand for smart retail services[52](index=52&type=chunk) - The Group will closely monitor its operational performance in mainland China, continuously adjust its business strategies, concentrate resources on operating units with greater growth potential, and explore various industry opportunities such as new productive forces and internet new retail, while also implementing cost-saving measures[52](index=52&type=chunk) [Other Information](index=28&type=section&id=%E5%85%B6%E4%BB%96%E4%BF%A1%E6%81%AF) [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company or its Associated Corporations](index=28&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E6%9C%AC%E5%85%AC%E5%8F%B8%E6%9C%80%E9%AB%98%E8%A1%8C%E6%94%BF%E4%BA%BA%E5%93%A1%E6%96%BC%E6%9C%AC%E5%85%AC%E5%8F%B8%E6%88%96%E5%85%B6%E4%BB%BB%E4%BD%95%E7%9B%B8%E8%81%AF%E6%B3%95%E5%9C%98%E7%9A%84%E8%82%A1%E4%BB%BD%E3%80%81%E7%9B%B8%E9%97%9C%E8%82%A1%E4%BB%BD%E5%8F%8A%E5%82%B5%E5%88%B8%E4%B8%AD%E6%93%81%E6%9C%89%E7%9A%84%E6%AC%8A%E7%9B%8A%E5%8F%8A%E6%B7%A1%E5%80%89) As of June 30, 2025, Mr Sun Haitao held approximately 18.90% equity interest in Vala Inc. (formerly 51 Credit Card Inc.), and Ms Wu Shan held approximately 0.10%, through discretionary trusts, founder status, and beneficial ownership, with no other directors or chief executives holding disclosable interests in associated corporations' shares Directors' and Chief Executive's Interests in Associated Corporations | Name of Director | Name of Associated Corporation | Capacity and Nature of Interest | Number of Shares | Approximate Percentage of Issued Shares | | :--- | :--- | :--- | :--- | :--- | | Mr Sun Haitao | Vala Inc. | Discretionary trust capable of influencing how the trustee exercises its discretion | 108,159,464 | 6.64% | | | | Founder | 50,355,000 | 3.09% | | | | Other | 120,969,142 | 7.42% | | | | Beneficial owner | 28,599,130 | 1.75% | | **Total** | | | **308,082,736** | **18.90%** | | Ms Wu Shan | Vala Inc. | Beneficial owner | 1,689,770 | 0.10% | - Save as disclosed above, as at June 30, 2025, no other Director or chief executive of the Company had any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations as recorded in the register required to be kept under Section 352 of the SFO[54](index=54&type=chunk) [Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company](index=30&type=section&id=%E4%B8%BB%E8%A6%81%E8%82%A1%E6%9D%B1%E5%8F%8A%E5%85%B6%E4%BB%96%E4%BA%BA%E5%A3%AB%E6%96%BC%E6%9C%AC%E5%85%AC%E5%8F%B8%E7%9A%84%E8%82%A1%E4%BB%BD%E3%80%81%E7%9B%B8%E9%97%9C%E8%82%A1%E4%BB%BD%E5%8F%8A%E5%82%B5%E5%88%B8%E4%B8%AD%E6%93%81%E6%9C%89%E7%9A%84%E6%AC%8A%E7%9B%8A%E5%8F%8A%E6%B7%A1%E5%80%89) As of June 30, 2025, VALA and its associated companies, along with Qichen High-tech and its associated companies, were deemed to hold approximately 29.00% of the Company's issued share capital due to an uncompleted share purchase agreement, with Mr Zuo Lei holding 10.91% of shares, all interests required to be recorded in the company's register under the SFO Substantial Shareholders' Interests | Name | Capacity and Nature of Interest | Number and Class of Shares | Approximate Percentage of Issued Shares | | :--- | :--- | :--- | :--- | | VALA | Interest in controlled corporation | 1,358,954,030 (L) | 29.00% | | 51RENPIN.COM INC. | Beneficial owner | 1,358,954,030 (L) | 29.00% | | Mr Zuo Lei | Beneficial owner | 511,025,000 (L) | 10.91% | | Qichen High-tech Management Consulting Ltd. | Beneficial owner | 1,358,954,030 (L) | 29.00% | - As the completion of the share purchase agreement had not occurred as of June 30, 2025, 51RENPIN.COM INC., Qichen High-tech, and their respective holding companies are deemed to have interests in the shares under the SFO[58](index=58&type=chunk) [Compliance with Corporate Governance Code](index=32&type=section&id=%E9%81%B5%E5%AE%88%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%AE%88%E5%89%87) For the six months ended June 30, 2025, the Company applied and complied with all code provisions of the Corporate Governance Code in Appendix C1 of the GEM Listing Rules, except for the deviation from code provision C.2.1 where Mr Sun Haitao holds both Chairman and Chief Executive Officer roles, an arrangement the Board believes enhances decision-making efficiency, and the Company is actively seeking a suitable candidate to comply with the code - The Company has applied and complied with all code provisions of the Corporate Governance Code set out in Part 2 of Appendix C1 to the GEM Listing Rules for the six months ended June 30, 2025, save for the deviation from code provision C.2.1 where the roles of Chairman and Chief Executive Officer are performed by the same individual, Mr Sun Haitao[60](index=60&type=chunk) - The Board believes that combining the roles of Chairman and Chief Executive Officer can enhance the Company's decision-making and execution efficiency, effectively seizing business opportunities. The Company is still looking for a suitable candidate to fill the vacancy of Chief Executive Officer[60](index=60&type=chunk) [Directors' Securities Transactions](index=33&type=section&id=%E8%91%A3%E4%BA%8B%E4%B9%8B%E8%AD%89%E5%88%B8%E4%BA%A4%E6%98%93) The Company has adopted a code of conduct for directors' securities transactions no less stringent than the Model Code; for the six months ended June 30, 2025, the Company is unaware of any director having breached the Model Code or the Company's code - The Company has adopted a code of conduct for directors' securities transactions on terms no less exacting than the required standard of dealings set out in the Model Code for Securities Transactions by Directors of Listed Issuers[61](index=61&type=chunk) - The Company has made specific enquiries of all Directors and is not aware of any non-compliance with the required standard of dealings set out in the Model Code and the Company's code for the six months ended June 30, 2025[61](index=61&type=chunk) [Audit Committee](index=33&type=section&id=%E5%AF%A9%E6%A0%B8%E5%A7%94%E5%93%A1%E6%9C%83) The Company's Audit Committee has reviewed the Group's unaudited consolidated results and interim report for the six months ended June 30, 2025, confirming compliance with applicable accounting standards, GEM Listing Rules, and other statutory requirements, with adequate disclosures and no disagreements on accounting treatments adopted - The Company's Audit Committee has reviewed the Group's unaudited consolidated results and interim report for the six months ended June 30, 2025[62](index=62&type=chunk) - The Committee is of the opinion that the financial statements comply with applicable accounting standards, the GEM Listing Rules and other statutory requirements, and that adequate disclosures have been made. The Audit Committee had no disagreements with the accounting treatments adopted[62](index=62&type=chunk) [Changes in Information of Directors and Chief Executive](index=33&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E6%9C%AC%E5%85%AC%E5%8F%B8%E6%9C%80%E9%AB%98%E8%A1%8C%E6%94%BF%E4%BA%BA%E5%93%A1%E4%B9%8B%E4%BF%A1%E6%81%AF%E8%AE%8A%E6%9B%B4) For the six months ended June 30, 2025, and up to the report date, Ms Wu Shan's annual director's emolument as an executive director changed to HK$512 thousand, effective January 1, 2025, with no other changes in information of directors and chief executive requiring disclosure under the GEM Listing Rules - Ms Wu Shan's annual director's emolument as an executive director has been changed to **HK$512 thousand**, effective January 1, 2025[63](index=63&type=chunk) [Purchase, Sale or Redemption of Listed Securities](index=33&type=section&id=%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) For the six months ended June 30, 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities, and as of that date, 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 for the six months ended June 30, 2025[64](index=64&type=chunk) - As of June 30, 2025, the Company did not hold any treasury shares[64](index=64&type=chunk) [Change in Single Largest Shareholder](index=34&type=section&id=%E8%AE%8A%E6%9B%B4%E5%96%AE%E4%B8%80%E6%9C%80%E5%A4%A7%E8%82%A1%E6%9D%B1) On January 24, 2025, the Company was informed of the signing of a share purchase agreement and placing agreement involving the sale of approximately 29.00% of shares by 51RENPIN.COM INC. and VALA, and the placing of up to 10.16% of shares; these transactions completed in June and July 2025, resulting in Qichen High-tech becoming the Company's single largest shareholder with approximately 29.00% of the issued shares - On January 24, 2025, 51RENPIN.COM INC. and VALA entered into a share purchase agreement with Qichen High-tech and Shandong Qichen Zhongke Investment Holding Co., Ltd. for the disposal of **1,358,954,030** shares (representing approximately **29.00%** of the total issued shares)[65](index=65&type=chunk) - A placing agreement was also entered into, where 51RENPIN.COM INC. agreed to place up to **476,009,183** shares (representing approximately **10.16%** of the total issued shares) to investors through a placing agent[65](index=65&type=chunk) - The placing agreement and the share purchase agreement were completed on June 9, 2025, and July 15, 2025, respectively. As a result, Qichen High-tech has become the Company's single largest shareholder, holding approximately **29.00%** of the total issued shares[66](index=66&type=chunk) [Events After Reporting Period](index=34&type=section&id=%E5%A0%B1%E5%91%8A%E6%9C%9F%E5%BE%8C%E4%BA%8B%E9%A0%85) No material events occurred after the reporting period and up to the date of this report - No material events occurred after the end of the period and up to the date of this report[67](index=67&type=chunk)

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部 分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 中彩網通控股有限公司 主席兼執行董事 孫海濤 2025年8月14日 於本公告日期，執行董事為孫海濤先生及吳珊女士；及獨立非執行董事為范磊先 生、劉佳女士及余達志先生。 董事會會議日期 中彩網通控股有限公司（「本公司」）之董事（「董事」）會（「董事會」）謹此宣佈，董事會 會議將於2025年8月26日（星期二）舉行，藉以（其中包括）考慮及批准：本公司及其 附屬公司截至2025年6月30日止六個月之未經審核中期業績及其刊發，以及考慮派 發中期股息（如有）。 承董事會命 本公告的資料乃遵照《香港聯合交易所有限公司的GEM證券上市規則》而刊載，旨 在提供有關本公司的資料；董事願就本公告的資料共同及個別地承擔全部責任。各 董事在作出一切合理查詢後，確認就其所知及所信，本公告所載資料在各重要方面 均屬準確完備，沒有誤導或欺詐成分，且並無遺漏任何事項，足以令致本公告或其 所載任何陳述產生誤導。 自刊發日期起計，本公告將至 ...

FF301 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 中彩網通控股有限公司 (於開曼群島註冊成立之有限公司) 呈交日期: 2025年8月4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) | 08071 | 說明 普通股 | | | | | | | | | 法定/註冊股份數目 | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | 20,000,000,000 | HKD | | 0.005 HKD | | 100,000,000 | | 增加 / 減少 (-) | | | 0 | | HKD | | 0 | | 本月底結存 | | 20,000,000,000 | HKD | | 0.005 HKD | | 100,000,000 | | 2. 股份分類 ...

Economic and Market Conditions - In 2024, the Group faced intensified global economic and geopolitical challenges, impacting businesses worldwide[19]. - The overall market environment remains challenging, necessitating continuous adjustments to business strategies[19]. - The Group expects significant growth in market demand for smart retail services and automotive peripheral products driven by advancements in generative artificial intelligence and the trade-in policy for consumer goods in the PRC[59]. Business Strategy and Operations - The Group strategically disposed of its overseas cloud services business to focus on domestic smart retail services and the newly developed automotive culture business, enhancing competitiveness[20]. - The Group will explore business opportunities in other smart retail systems and services beyond cloud solutions[20]. - The strategic adjustment to focus on domestic operations is aimed at laying a solid foundation for future growth[20]. - The Group will continue to monitor market development trends and formulate flexible business strategies to capture new opportunities[21]. - The Group resolved to sell its AWS cloud services business for a cash consideration of USD600,000, completing the disposal on 31 August 2024[28]. - The Group will continue to implement cost-saving measures and focus resources on businesses with growth potential while exploring new opportunities to maintain a competitive edge[59]. Financial Performance - For the year ended 31 December 2024, the Group's consolidated revenue amounted to approximately HK$29,109,000, representing a year-on-year increase of approximately 32% compared to HK$22,011,000 in 2023[37]. - The Group's smart retail business recorded total revenue of approximately HK$28,940,000 for the year ended 31 December 2024, an increase from approximately HK$22,011,000 in 2023, with an operating loss of approximately HK$3,438,000[31]. - The domestic cloud services business generated revenue of approximately HK$26,749,000 for the year ended 31 December 2024, compared to approximately HK$16,231,000 in 2023, with an operating loss of approximately HK$3,928,000[30]. - The discontinued AWS cloud services business recorded revenue of approximately HK$2,191,000 for the year ended 31 December 2024, down from approximately HK$5,780,000 in 2023, with an operating profit of approximately HK$490,000[30]. - The Group's automotive culture business, operational since 9 November 2023, recorded revenue of approximately HK$169,000 and an operating profit of approximately HK$2,000 by 31 December 2024[32]. - The Group's loss attributable to owners decreased by approximately 25% to approximately HK$7,598,000 for the year ended 31 December 2024, compared to approximately HK$10,108,000 in 2023[39]. - The Group's discontinued operations, including the lottery and AWS cloud services businesses, achieved a profit attributable to owners of approximately HK$2,524,000 for the year ended 31 December 2024, compared to a loss of approximately HK$104,000 in 2023[38]. Assets and Liabilities - As of December 31, 2024, the Group's total assets were approximately HK$15,684,000, down from approximately HK$32,777,000 in 2023, while total liabilities decreased to approximately HK$5,458,000 from approximately HK$15,657,000[45]. - The Group's current ratio improved to approximately 3 as of December 31, 2024, compared to approximately 2 in 2023[51]. - The Group had no bank borrowings or facilities as of December 31, 2024, maintaining a gearing ratio of nil[46]. Employee and Director Information - The total staff cost, including total Director's remuneration, for the year ended December 31, 2024, was approximately HK$6,472,000, a decrease from approximately HK$11,162,000 in 2023[64]. - The annual Director's fee for Ms. Wu Shan has been changed to HK$512,000 effective from January 1, 2025[153]. - The company ensures that the remuneration of directors is monitored regularly to remain competitive and appropriate[159]. - The interests of directors and chief executives in the shares of associated corporations were disclosed as required by the Securities and Futures Ordinance[164]. Dividend Policy - A dividend policy was adopted by the Board to allow shareholders to participate in profits while preserving liquidity for future growth opportunities[87]. - The Board does not recommend paying any dividends for the year ended 31 December 2024, consistent with 2023, where no dividends were paid[89][93]. - As of 31 December 2024, the Company did not have any reserves available for distribution, similar to the situation in 2023[116][122]. - The Group regularly reviews its dividend policy to ensure it aligns with financial performance and shareholder interests[92][94]. Environmental Commitment - The Group's commitment to environmental protection is reflected in its efforts to reduce greenhouse gas emissions, with the Board satisfied with the performance during the year ended 31 December 2024[96][100]. - The Group's business activities complied with applicable environmental policies throughout the year ended 31 December 2024[97][101]. Audit and Compliance - The consolidated financial statements for the year ended December 31, 2024, were audited by Baker Tilly Hong Kong Limited[199]. - Baker Tilly Hong Kong Limited will retire as the auditor at the conclusion of the AGM on June 26, 2025, with Loyal Honour CPA Limited proposed as the new auditor[200]. - The Audit Committee reviewed the financial statements and accounting principles prior to recommending them to the Board for approval for the year ended 31 December 2024[104][110]. - The Company has complied with all disclosure requirements in accordance with the GEM Listing Rules[185]. Share Capital and Ownership - As of December 31, 2024, the total number of issued Shares was 4,686,048,381[1]. - The total number of shares held by substantial shareholders in 51 Credit Card is 1,834,963,213, accounting for 39.16% of the issued shares[175]. - Mr. Zuo Lei is a beneficial owner of 511,025,000 Shares, representing 10.91% of the total issued Shares[1]. - Tian Tu Capital Co., Ltd. and Tiantu Investments International Limited each hold approximately 7.79% of the total issued Shares, totaling 365,000,000 Shares[1]. - The largest customer accounted for 56% of the Group's total sales, while the five largest customers combined represented 86%[140]. - The largest supplier contributed to 36% of the Group's total purchases, and the five largest suppliers combined accounted for 68%[140].

Economic Challenges - For the year ended December 31, 2024, the Group faced significant challenges due to global economic and geopolitical conflicts, impacting businesses worldwide[21]. Business Strategy and Focus - The Group strategically disposed of its overseas cloud services business to focus on domestic smart retail services and the newly developed automotive culture business, enhancing competitiveness[22]. - The Group will explore new business opportunities in smart retail systems and services beyond cloud solutions[22]. - The Group's strategy includes focusing on domestic smart retail services and exploring other smart retail systems and services opportunities following the sale of the AWS cloud services business[25][30]. - The Group aims to capture new opportunities in the automotive culture business by collaborating with car manufacturers for customized product designs[34][36]. - The Group is committed to formulating flexible and pragmatic business strategies to capture new opportunities and drive sustainable growth[23]. Financial Performance - For the year ended December 31, 2024, the domestic cloud services business generated revenue of approximately HK$26,749,000, an increase of 65% from HK$16,231,000 in 2023, and recorded an operating loss of approximately HK$3,928,000, improved from a loss of HK$6,290,000 in 2023[32][35]. - The smart retail business recorded total revenue of approximately HK$28,940,000 for the year ended December 31, 2024, up from approximately HK$22,011,000 in 2023, with an operating loss of approximately HK$3,438,000 compared to a loss of HK$3,316,000 in 2023[33][35]. - The AWS cloud services business, classified as a discontinued operation, recorded revenue of approximately HK$2,191,000 for the year ended December 31, 2024, down from HK$5,780,000 in 2023, and an operating profit of approximately HK$490,000, decreased from HK$2,974,000 in 2023[32][35]. - The automotive culture business, launched on November 9, 2023, generated revenue of approximately HK$169,000 and an operating profit of approximately HK$2,000 by December 31, 2024[34][36]. - The Group recorded a loss attributable to owners of the Company of approximately HK$7,598,000 for the year ended December 31, 2024, a decrease of approximately 25% from HK$10,108,000 in 2023[41]. - The Group's consolidated revenue for the year ended December 31, 2024, was approximately HK$29,109,000, representing a year-on-year increase of approximately 32% compared to HK$22,011,000 in 2023[39]. Operational Changes - The lottery business was ceased in 2023 to focus resources on the smart retail business, and it did not generate any revenue in 2024[37]. - The Group did not make any capital investments or acquisitions of capital assets during the year ended December 31, 2024[51]. Employee and Management Information - As of December 31, 2024, the Group had 12 employees, with total staff costs amounting to approximately HK$6,472,000, down from approximately HK$11,162,000 in 2023[66]. - The company has a competitive salary and benefits structure for employees, reviewed annually based on performance[68]. - The management team has extensive experience across various sectors, enhancing the company's strategic decision-making capabilities[69][71][75][80][82]. Corporate Governance - The Board does not recommend any dividend payment for the year ended December 31, 2024, consistent with the previous year[91][95]. - The Audit Committee reviewed the financial statements and accounting principles prior to Board approval for the year ended December 31, 2024[106][112]. - The Group maintained good relationships with employees, customers, and suppliers, with no significant disputes reported during the year[108][113]. Environmental Policy - The Group's environmental policy includes promoting green measures and reducing energy consumption, with satisfactory performance reported for the year[98][102]. - The Group's business activities complied with applicable environmental policies throughout the year[99][103]. Shareholder Information - The largest customer accounted for approximately 56% of the Group's total sales, while the five largest customers combined represented 86%[142]. - The largest supplier contributed approximately 36% of the Group's total purchases, with the five largest suppliers combined accounting for 68%[143]. - As of December 31, 2024, Mr. Sun Haitao holds a long position of 108,159,464 shares in 51 Credit Card, representing approximately 6.64% of issued shares[168]. - The total number of issued shares of 51 Credit Card as of December 31, 2024, is 1,629,984,225 shares[173]. Future Outlook - The Group plans to focus on its smart retail and automotive culture businesses, expecting increased demand driven by generative artificial intelligence and consumer goods trade-in policies in the PRC[61].

Financial Performance - The group's unaudited consolidated revenue from continuing operations for the six months ended June 30, 2024, was approximately HKD 22,541,000, representing an increase of about 129% compared to HKD 9,850,000 for the same period in 2023[3]. - The unaudited consolidated loss attributable to owners of the company from continuing and discontinued operations for the six months ended June 30, 2024, was approximately HKD 3,402,000, compared to HKD 4,396,000 for the same period in 2023[3]. - The basic and diluted loss per share from continuing and discontinued operations for the six months ended June 30, 2024, was approximately HKD 0.07, an improvement from HKD 0.09 for the same period in 2023[3]. - The gross profit for the six months ended June 30, 2024, was HKD 6,114,000, compared to HKD 1,800,000 for the same period in 2023, indicating a significant increase in profitability[5]. - The total comprehensive loss for the period was HKD 4,098,000, compared to HKD 5,666,000 for the same period in 2023, showing a reduction in overall losses[5]. - The company reported a revenue of HKD 22,541 thousand for the six months ended June 30, 2024, compared to HKD 9,850 thousand for the same period in 2023, representing a significant increase[12]. - The company incurred a loss from continuing operations of HKD (3,402,000) for the six months ended June 30, 2024, compared to a loss of HKD (4,200,000) from discontinued operations[25]. Assets and Liabilities - As of June 30, 2024, the total assets amounted to HKD 24,777,000, down from HKD 31,467,000 as of December 31, 2023[7]. - The total equity attributable to owners of the company decreased to HKD 14,976 thousand as of June 30, 2024, down from HKD 18,382 thousand at the end of 2023[8]. - The company’s total assets decreased to HKD 13,022 thousand as of June 30, 2024, compared to HKD 17,120 thousand at the end of 2023[8]. - Trade and other receivables totaled HKD 6,628,000 as of June 30, 2024, down from HKD 13,427,000 as of December 31, 2023, indicating a decrease of approximately 51%[28]. - Trade and other payables amounted to HKD 11,015,000 as of June 30, 2024, compared to HKD 13,013,000 as of December 31, 2023, reflecting a decrease of about 15%[29]. - The company recorded total assets of approximately HKD 25,282,000 as of June 30, 2024, down from HKD 32,626,000 as of December 31, 2023, a decline of around 22%[36]. - The company had no bank borrowings or loans as of June 30, 2024, maintaining a debt-to-asset ratio of zero[36]. Cash Flow - The cash and bank balances as of June 30, 2024, were HKD 17,225,000, slightly decreased from HKD 17,996,000 as of December 31, 2023[7]. - The company’s cash and cash equivalents at the end of the period were HKD 17,225 thousand, a decrease from HKD 20,516 thousand in the previous year[10]. - The net cash generated from operating activities was HKD 170 thousand, a recovery from a net cash used of HKD 7,646 thousand in the previous year[10]. - The net cash used in investing activities was HKD 704 thousand, compared to a net cash generated of HKD 192 thousand in the previous year[10]. Business Operations - The company has terminated its lottery business and is focusing on its smart retail business, which provides digital transformation solutions[13]. - The company is focusing on expanding its smart retail services, which include cloud services and integrated software solutions for retail businesses[13]. - The core business driving future growth includes cloud services and system development, with an expected increase in demand for cloud services due to the proliferation of generative AI technologies[43]. - The company will continue to monitor operational performance in both domestic and overseas markets and adjust its business strategies accordingly[43]. - The group will focus on cost-saving measures and explore opportunities in flexible supply chains and new retail sectors[43]. Employee and Governance - The total number of employees decreased to 12 as of June 30, 2024, down from 21 as of December 31, 2023[42]. - The company reported a significant increase in employee benefits expenses, totaling HKD 1,753,000 for the six months ended June 30, 2024, compared to HKD 5,091,000 in the previous year[20]. - As of June 30, 2024, the total employee cost, including directors' remuneration, was approximately HKD 2.7 million, a decrease from approximately HKD 6.5 million for the six months ended June 30, 2023[42]. - The company has complied with all provisions of the corporate governance code as per GEM Listing Rules Appendix C1, except for the separation of roles between the Chairman and CEO, which is currently held by the same individual[49]. Shareholder Information - As of June 30, 2024, the company held 301,222,736 shares in affiliated corporations, representing approximately 22.18% of the issued shares[44]. - Major shareholders include 51 Credit Card, which holds 1,834,963,213 shares, accounting for 39.16% of the issued shares[46]. Audit and Compliance - The board confirmed that the information provided in the report is accurate and complete, with no misleading or fraudulent elements[2]. - The audit committee has reviewed the unaudited consolidated results for the six months ended June 30, 2024, and confirmed that the financial statements comply with applicable accounting standards and GEM Listing Rules[52]. - The company has no significant unrecognized deferred tax liabilities as of June 30, 2024[19]. - There have been no purchases, sales, or redemptions of the company's listed securities by the company or any of its subsidiaries during the six months ended June 30, 2024[54].