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].

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[4] - The unaudited consolidated loss attributable to owners from continuing and discontinued operations for the six months ended June 30, 2024, was approximately HKD 3,402,000, compared to a loss of HKD 4,396,000 for the same period in 2023[4] - 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[4] - The gross profit for the six months ended June 30, 2024, was approximately HKD 6,114,000, compared to HKD 1,800,000 for the same period in 2023[6] - The total comprehensive loss for the period was approximately HKD 4,098,000, compared to HKD 5,666,000 for the same period in 2023[7] - The group recorded a pre-tax loss of approximately HKD 4,106,000 for the six months ended June 30, 2024, compared to a pre-tax loss of HKD 5,620,000 for the same period in 2023[6] - The company did not recommend the payment of any interim dividend for the six months ended June 30, 2024, consistent with the previous year[4] Assets and Liabilities - As of June 30, 2024, the total assets decreased to HKD 24,777 million from HKD 31,467 million in 2023, representing a decline of approximately 21.3%[8] - The company's cash and bank balances decreased to HKD 17,225 million from HKD 20,516 million, a reduction of about 16.5% year-over-year[11] - Non-current liabilities decreased from HKD 247 million in 2023 to HKD 109 million in 2024, a reduction of approximately 55.8%[9] - The company's equity attributable to owners decreased to HKD 14,976 million from HKD 18,382 million, reflecting a decline of about 18.5%[9] - The total current liabilities decreased to HKD 12,151 million from HKD 15,259 million, a decrease of approximately 20.5%[8] - The total equity as of June 30, 2024, was HKD 13,022 million, down from HKD 17,120 million in 2023, indicating a decrease of approximately 24%[9] - As of June 30, 2024, the group had total assets of approximately HKD 25,282,000 and total liabilities of approximately HKD 12,260,000, resulting in a debt-to-asset ratio of zero[37] Cash Flow - The net cash generated from operating activities for the six months ended June 30, 2024, was HKD 170 million, a significant improvement compared to a cash outflow of HKD 7,646 million in the same period of 2023[11] - The net cash used in investing activities was HKD 704 million, compared to a cash inflow of HKD 192 million in the same period of 2023[11] - The group reported a net foreign exchange gain of HKD 219,000 for the six months ended June 30, 2024, compared to a loss of HKD 568,000 in the same period of 2023[21] Business Operations - The group has terminated its lottery business, focusing solely on smart retail services, which include digital transformation solutions and integrated software services for retail enterprises[14] - The group plans to focus on its smart retail business, including cloud services and system development, to drive future growth[44] - The group will continue to monitor market trends and consumer demands while exploring opportunities in flexible supply chains and new retail[44] Corporate Governance - The board of directors confirmed the accuracy and completeness of the information provided in the announcement, ensuring no misleading or fraudulent elements were present[2] - The company has complied with all provisions of the corporate governance code, except for the separation of the roles of Chairman and CEO, which are currently held by the same individual[50][51] - The audit committee has reviewed the unaudited consolidated results for the six months ended June 30, 2024, and found no discrepancies in the accounting treatment[53] Shareholder Information - As of June 30, 2024, the total number of issued shares for 51 Credit Card is 1,358,320,188, with major shareholders holding approximately 39.16% of the shares[47] - The beneficial owner, Mr. Zuo Lei, holds 515,665,000 shares, representing 11.00% of the total issued shares[47] Other Financial Information - The company incurred a loss provision for trade and other receivables amounting to HKD 4,846,000 for the six months ended June 30, 2024, compared to HKD 251,000 in the same period of 2023, indicating a substantial increase in provisions[21] - 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, representing a decrease of approximately 51%[29] - Trade 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%[30] - The company’s depreciation expense for property, plant, and equipment was HKD 3,000 for the six months ended June 30, 2024, down from HKD 10,000 in the same period of 2023[28] - The company’s administrative expenses before tax loss were reported as HKD (197,000) for the six months ended June 30, 2024, compared to HKD (196,000) in the same period of 2023, indicating a slight increase[23] - The total employee cost, including directors' remuneration, was approximately HKD 2.7 million for the six months ended June 30, 2024, compared to HKD 6.5 million for the same period in 2023[43] - The group has not made any significant investments or acquisitions during the six months ended June 30, 2024[39] - The group has not recognized any significant deferred tax liabilities as of June 30, 2024, and has not made provisions for Hong Kong profits tax due to no taxable profits generated[20] - The group has adopted new and revised Hong Kong Financial Reporting Standards effective from January 1, 2024, but these changes did not significantly impact the financial results[12] - The group is currently evaluating the impact of newly issued financial reporting standards that have been announced but are not yet effective[12] - No purchases, sales, or redemptions of the company's listed securities occurred during the six months ended June 30, 2024[55]

Business Performance - The Group's smart retail business generated revenue of approximately HK$22,011,000 for the year ended 31 December 2023, a decrease of approximately 18.5% from HK$27,071,000 in 2022[26]. - The operating loss for the smart retail business was approximately HK$3,316,000 in 2023, compared to an operating loss of approximately HK$2,832,000 in 2022[26]. - The Group's consolidated revenue for the year ended 31 December 2023 amounted to approximately HK$22,011,000, representing a year-on-year decrease of approximately 20%[34]. - Loss attributable to owners of the Company amounted to approximately HK$10,108,000 for the year ended 31 December 2023, an increase of approximately 4% compared to HK$9,746,000 in 2022[41]. - The Group's discontinued operations, including the lottery, financial technology services, and sports training businesses, incurred a loss attributable to owners of approximately HK$1,620,000 for the year ended 31 December 2023[35]. Business Strategy and Future Outlook - The Group focused on developing its smart retail business and preparing for new businesses in 2023[18]. - The application of artificial intelligence and augmented reality technologies has increased, driving demand for smart retail solutions[18]. - The Group aims to formulate flexible business strategies to seize opportunities arising from market changes[19]. - The management expressed confidence in the prospects of the smart retail business despite challenging conditions[18]. - The Group plans to continue its business growth driven by its smart retail business, focusing on cloud services and system development[65]. Financial Position - As of 31 December 2023, the Group recorded total assets of approximately HK$32,777,000, a decrease from approximately HK$41,364,000 in 2022[44]. - The current ratio of the Group as of 31 December 2023 was approximately 2, down from approximately 3 in 2022[44]. - As of December 31, 2023, the Group's total assets were approximately HK$32,777,000, down from HK$41,364,000 in 2022, while total liabilities increased to approximately HK$15,657,000 from HK$13,637,000 in 2022[49]. - The equity attributable to owners of the Company was approximately HK$18,382,000 as of December 31, 2023, down from HK$27,396,000 in 2022[52]. Dividend Policy - The Board does not recommend the payment of any dividend for the year ended 31 December 2023[43]. - The Board has adopted a Dividend Policy aimed at allowing shareholders to participate in profits while preserving liquidity for future growth opportunities[97]. - No dividend is recommended for the year ended December 31, 2023, consistent with the previous year[99]. - The financial performance and position of the Company will influence the ability to pay dividends[98]. - The Board may consider declaring special dividends in addition to interim and/or final dividends[98]. Employee and Environmental Practices - The Group thanked employees, management, customers, and business partners for their continued support[20]. - The total staff cost for the year ended December 31, 2023, was approximately HK$11,850,000, a decrease from approximately HK$14,168,000 in 2022[66]. - The Group encourages environmental protection and has implemented green office practices, such as using recycled paper and reducing energy consumption[109]. - The Group's environmental performance was satisfactory, with efforts to reduce greenhouse gas emissions noted for the year ended December 31, 2023[105]. Compliance and Governance - The Audit Committee reviewed the financial statements and accounting practices prior to recommending the annual consolidated results for the year ended December 31, 2023, to the Board for approval[114]. - The Group maintained compliance with applicable laws and regulations during the year, with no material breaches reported[107]. - The company has complied with the disclosure requirements in accordance with Chapter 20 of the GEM Listing Rules[199]. Shareholder Information - The total number of issued shares remained at 4,686,048,381 as of December 31, 2023, unchanged from 2022[52]. - The largest customer accounted for 21% of the Group's total sales, while the five largest customers combined represented 50%[154]. - The largest supplier contributed to 32% of the Group's total purchases, and the five largest suppliers combined accounted for 75%[154]. - The total long position held by Mr. Sun and associated entities in 51 Credit Card amounts to 301,222,736 shares, accounting for approximately 22.18% of the issued shares[183].

Financial Performance - The Group's consolidated revenue for the year ended December 31, 2023, was approximately HK$22,011,000, representing a year-on-year decrease of approximately 20% from HK$27,348,000 in 2022[37]. - The smart retail business generated revenue of approximately HK$22,011,000 for the year ended December 31, 2023, down from approximately HK$27,071,000 in 2022, with an operating loss of approximately HK$3,316,000[29]. - Loss attributable to owners of the Company amounted to approximately HK$10,108,000 for the year ended December 31, 2023, an increase of approximately 4% compared to HK$9,746,000 in 2022[44]. - The Group's discontinued operations incurred a loss of approximately HK$1,620,000 for the year ended December 31, 2023, compared to a loss of approximately HK$669,000 in 2022[38]. - The decrease in revenue was primarily due to reduced data usage as enterprises returned to normal operations post-COVID-19, leading to decreased demand for cloud services[29]. - The Group recorded a loss attributable to owners of approximately HK$10,108,000 for the year ended December 31, 2023, which is an increase of about 4% compared to a loss of approximately HK$9,746,000 in 2022[49]. - The Group's total liabilities increased to approximately HK$15,657,000, up from approximately HK$13,637,000 in 2022, representing an increase of about 15%[47]. - The capital structure consisted of equity attributable to owners of approximately HK$18,382,000, a decrease of about 33% from HK$27,396,000 in 2022[55]. - The current ratio as of December 31, 2023, was approximately 2, down from approximately 3 in 2022[47]. - The Group had no bank borrowings or facilities as of December 31, 2023, maintaining a gearing ratio of nil[48]. - Total staff costs, including Director's remuneration, amounted to approximately HK$11,850,000 for the year ended December 31, 2023, down from approximately HK$14,168,000 in 2022, representing a decrease of about 16%[69]. Business Strategy and Operations - The Group is committed to monitoring market trends and formulating flexible business strategies to seize emerging opportunities[22]. - The Group is focusing its resources on the smart retail business, which has become the focal point of development[28]. - The Group's business growth is expected to be driven by its smart retail business, with a focus on cloud services and system development, anticipating a resurgence in demand due to advancements in artificial intelligence and augmented reality[68]. - The Group ceased its lottery, sports training, and financial technology services businesses due to long-term losses, aiming to streamline operations[22]. - The financial technology services business was ceased in the first half of 2023, resulting in no revenue generated for the year ended December 31, 2023[30]. - The lottery business was also ceased during the year, recording an operating loss of approximately HK$462,000 for the year ended December 31, 2023, with no revenue generated[35]. Employee and Management Relations - The management expressed gratitude to employees, customers, and partners for their continued support, emphasizing a focus on steady business growth[23]. - As of December 31, 2023, the Group employed approximately 21 employees, a significant decrease from 55 employees in 2022[69]. - The Group maintained good relationships with employees, customers, and suppliers, with no significant disputes reported during the year ended December 31, 2023[119][124]. - The remuneration committee regularly monitors and recommends appropriate compensation levels for directors to attract and retain talent[178]. - The Company ensures that the compensation levels for directors are aligned with industry standards and business development[178]. Governance and Compliance - The Audit Committee reviewed the financial statements and accounting principles prior to recommending them to the Board for approval for the year ended December 31, 2023[117][123]. - The Group's principal risks and uncertainties, as well as future business developments, are discussed in the "CHAIRMAN'S STATEMENT" and "MANAGEMENT DISCUSSION AND ANALYSIS" sections of the report[107][111]. - The Company has not disclosed any material interests in transactions involving directors or their connected entities throughout the year[180]. - No significant transactions or contracts were entered into between the Company and any controlling shareholders during the year[177]. - The Company has no provision for pre-emptive rights regarding the offering of new shares to existing shareholders[132]. Environmental and Social Responsibility - The Group's commitment to environmental protection was reflected in its efforts to reduce greenhouse gas emissions during the year ended December 31, 2023[108][112]. - The Group encourages eco-friendly practices among employees and implements green office measures to promote sustainability[108][112]. Shareholder Information - No dividend was recommended for the year ended December 31, 2023[46]. - A dividend policy was adopted by the Board to allow shareholders to participate in profits while preserving liquidity for future growth opportunities[100]. - The Board does not recommend to pay any dividend for the year ended 31 December 2023, consistent with the previous year where no dividend was paid[102][106]. - As of 31 December 2023, the Company did not have any reserves available for distribution, similar to the situation in 2022[130][136]. - The largest customer accounted for 21% of the Group's total sales, while the five largest customers combined represented 50%[157]. - The largest supplier contributed to 32% of the Group's total purchases, and the five largest suppliers combined accounted for 75%[157]. Share Capital and Ownership - The total number of issued shares of 51 Credit Card as of December 31, 2023, is 1,358,320,188 shares[191]. - The total number of issued shares as of December 31, 2023, is 4,686,048,381 shares[197]. - 51 Credit Card holds a substantial interest in controlled corporations, owning approximately 1,834,963,213 shares, representing 39.16% of the issued shares[195]. - Mr. Sun Haitao holds a long position of 108,159,464 shares in 51 Credit Card, representing approximately 7.96% of the issued shares[186]. - Additionally, Mr. Sun holds 50,355,000 shares through other entities, contributing to a total of 301,222,736 shares, which is about 22.18% of the issued shares[186]. - Mr. Wang Yonghua has a beneficial interest in 365,000,000 shares, accounting for 7.79% of the total issued shares[195]. - Mr. Zuo Lei is a beneficial owner of 483,600,000 shares, which is 10.32% of the total issued shares[197]. - Rising Sun Limited, controlled by Mr. Sun, beneficially holds 108,159,464 shares, with a portion charged in favor of Hangzhou Zhenniu[191]. - The ownership structure indicates that 51RENPIN.COM INC. is wholly owned by Shanghai Wuniu, which is in turn wholly owned by Hangzhou Jiahao[197]. - The contractual arrangements between Hangzhou Zhenniu and Hangzhou Jiahao allow for control over the latter by the former[197].