致：香港交易及結算所有限公司 公司名稱: 百利達集團控股有限公司 呈交日期: 2025年11月4日 I. 法定/註冊股本變動 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10月31日 狀態: 新提交 FF301 | 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) | 08179 | 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 | | | 10,000,000,000 | HKD | | 0.1 | HKD | | 1,000,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.1 | HKD | | 1,000,0 ...

| 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) | 08179 | 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 | | | 10,000,000,000 | HKD | | 0.1 | HKD | | 1,000,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.1 | HKD | | 1,000,000,000 | 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9月30日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 百利達集團控股有限公司 呈交日期: 2025年10月2日 I. 法定/註冊股本變 ...

PALINDA GROUP HOLDINGS LIMITED 提名委員會之職權範圍 (1) 提名委員會的主要職責為擬任公司董事和高級管理人員的人選、條件、標準和程序 提出建議，並確保所有提名都是公平和具有透明度的。對董事會負責。董事會須與 提名委員會主席，為提名委員會提供充分資源以履行其職務。 成員 (7) 由其時全部委員會成員簽署的書面決議案的效力與作用，猶如其在委員會會議上獲 通過一樣。任何此類決議案可為單一份文件或包含多份同樣格式的文件。 授權 出席會議人員 (4) 提名委員會秘書由公司秘書或其代表或委員會主席委任的任何其他人士擔任（「秘 書」）。 會議次數與程序 (5) 提名委員會應每年最少召開一次會議。提名委員會按需要召開會議，或在負責董事 或提名委員會主席要求時，也可另行召開會議。成員可不時採納召開委員會會議的 程序、以及委員會會議通過決議案的方式與程序。 (2) 提名委員會由董事會於董事中委任，成員不少於三人，提名委員會成員大部分應為 獨立，至少一名成員為不同性別。法定人數為兩位成員。 (3) 提名委員會主席由董事會委任，及應為公司主席或獨立董事。若其缺席，出席成員 可遴選任何一名成員主持提名委 ...

截至月份: 2025年8月31日 狀態: 新提交 呈交日期: 2025年9月3日 I. 法定/註冊股本變動 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 | 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) | 08179 | 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 | | | 10,000,000,000 | HKD | | 0.1 | HKD | | 1,000,000,000 | | 增加 / 減少 (-) | | | | | | | HKD | | | | 本月底結存 | | | 10,000,000,000 | HKD | | 0.1 | HKD | | 1,000,000,000 | 致：香港交易及結算所有限公司 公司名稱: 百利達集團控股有限公司 ...

PALINDA GROUP HOLDINGS LIMITED 百 利 達 集 團 控 股 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立之有限公司） (Stock Code 股份代號: 8179) NOTIFICATION LETTER 通知信函 Dear Non-registered Shareholder (Note 1) 25 August 2025 The following document(s) of Palinda Group Holdings Limited ("Company") has/have been prepared in English and Chinese and is/are available on the websites of the Company at www.palinda.com and The Stock Exchange of Hong Kong Limited at www.hkexnews.hk (collectively "Websites") ...

PALINDA GROUP HOLDINGS LIMITED 百 利 達 集 團 控 股 有 限 公 司 (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立之有限公司） (Stock Code 股份代號: 8179) NOTIFICATION LETTER 通知信函 Dear Registered Shareholder(s), 25 August 2025 If you have not provided us with an email address but now would like to receive an email notification of the publication of the Corporate Communication(s) on the Websites instead of receiving printed notification letter in future or the email address is invalid, please complete the enc ...

[Company Information](index=3&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99) This section provides detailed information about the company's basic registration, board members, key management, auditors, principal bankers, and registered and operational addresses [Board of Directors](index=3&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83) The Board of Directors comprises executive directors Ms. Huang Wei (Chairperson) and Mr. Dou Sheng, and independent non-executive directors Mr. Hu Zijing, Mr. Su Yiquan, and Ms. Zheng Hui, with Ms. Huang Wei also serving as Compliance Officer and Authorized Representative - The Board of Directors includes **2 executive directors** (Ms. Huang Wei as Chairperson) and **3 independent non-executive directors**[3](index=3&type=chunk) [Company Information (Continued)](index=3&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99%EF%BC%88%E7%BA%8C%EF%BC%89) The company is registered in the Cayman Islands, with its principal place of business in Hong Kong, and Union Securities Registrars Limited serves as the Hong Kong share registrar - The company is registered in the Cayman Islands, with Hong Kong as its principal place of business[4](index=4&type=chunk) - The company's stock code is **8179**[4](index=4&type=chunk) [Condensed Consolidated Financial Statements](index=5&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) This section presents the unaudited condensed consolidated statement of profit or loss and other comprehensive income, statement of financial position, statement of changes in equity, and statement of cash flows for the six months ended June 30, 2025, with comparative figures for 2024 [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=5&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) For the six months ended June 30, 2025, the company experienced a significant decrease in revenue, leading to a substantial reduction in profit for the period and earnings per share Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Revenue | 64,368 | 218,804 | -70.58% | | Gross Profit | 8,573 | 48,338 | -82.28% | | Profit Before Tax | 1,397 | 39,135 | -96.43% | | Profit for the Period | 1,032 | 32,818 | -96.85% | | Basic and Diluted Earnings Per Share (HK cents) | 0.05 | 2.73 | -98.17% | [Condensed Consolidated Statement of Financial Position](index=7&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) As of June 30, 2025, the company's net current assets slightly increased, and total equity remained stable, with inventory as the largest current asset and borrowings as the primary current liability Condensed Consolidated Statement of Financial Position | Metric | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Non-current Assets | 86 | 440 | -80.45% | | Current Assets | 581,866 | 579,730 | +0.37% | | Inventories | 571,071 | 561,570 | +1.69% | | Bank Balances and Cash | 2,613 | 7,298 | -64.20% | | Current Liabilities | 142,384 | 141,621 | +0.54% | | Borrowings | 116,894 | 116,894 | 0.00% | | Total Equity | 439,568 | 438,536 | +0.24% | [Condensed Consolidated Statement of Changes in Equity](index=9&type=section&id=%E7%B0%A1%E6%98%8E%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, equity attributable to owners slightly increased due to profit for the period, while the prior period saw a significant increase from profit, foreign currency translation reserve, and share issuance Condensed Consolidated Statement of Changes in Equity | Metric | June 30, 2025 (HKD thousands) | June 30, 2024 (HKD thousands) | | :--- | :--- | :--- | | Equity Attributable to Owners of the Company | 439,568 | 422,759 | | Profit for the Period | 1,032 | 32,818 | | Foreign Currency Translation Reserve | 0 | 150 | | Shares Issued under Subscription Agreement | 0 | 23,683 | [Condensed Consolidated Statement of Cash Flows](index=10&type=section&id=%E7%B0%A1%E6%98%8E%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, both operating and investing activities resulted in cash outflows, leading to a significant decrease in cash and cash equivalents at period-end Condensed Consolidated Statement of Cash Flows | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (4,531) | (6,001) | +24.49% (decrease in outflow) | | Net Cash (Used in)/Generated from Investing Activities | (103) | 675 | -115.26% (from inflow to outflow) | | Net Cash (Used in)/Generated from Financing Activities | (51) | 5,417 | -100.94% (from inflow to outflow) | | Net (Decrease)/Increase in Cash and Cash Equivalents | (4,685) | 91 | -5248.35% (from increase to decrease) | | Cash and Cash Equivalents at End of Period | 2,613 | 3,459 | -24.46% | [Notes to the Condensed Consolidated Financial Statements](index=11&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB) This section provides detailed notes to the condensed consolidated financial statements, covering general information, accounting policies, significant estimates, segment information, income and expense components, asset and liability details, and related party transactions [General Information](index=11&type=section&id=1.%20%E4%B8%80%E8%88%AC%E8%B3%87%E6%96%99) The company was incorporated in the Cayman Islands in 2011 and listed on GEM in the same year, primarily engaged in investment holding, with subsidiaries focused on wine and food product sales and distribution - The company's principal business is investment holding, with subsidiaries engaged in the sale and distribution of **wine products and food products**[14](index=14&type=chunk) [Basis of Preparation](index=11&type=section&id=2.%20%E7%B7%A8%E8%A3%BD%E5%9F%BA%E6%BA%96) The condensed consolidated financial statements are prepared in accordance with HKAS 34 and GEM Listing Rules, using the historical cost basis and presented in HKD, with no significant impact from new or revised HKFRSs applied this period - The financial statements are prepared on a historical cost basis and presented in **Hong Kong Dollars**[16](index=16&type=chunk) [Going Concern](index=12&type=section&id=%E6%8C%81%E7%BA%8C%E7%B6%93%E7%87%9F) As of June 30, 2025, the company reported net cash outflow from operating activities, low bank balances and cash, and overdue bank borrowings and interest payable, indicating significant going concern uncertainty, which management plans to mitigate through negotiation and cost control - As of June 30, 2025, net cash outflow from operating activities was **HKD 4,531 thousand**, and bank balances and cash were **HKD 2,613 thousand**[17](index=17&type=chunk) - Overdue bank borrowings of **HKD 90,000 thousand** and interest payable of **HKD 5,352 thousand** constitute a significant uncertainty to going concern[17](index=17&type=chunk) - The company plans to negotiate with banks for deferral of loan and rental repayments, and strengthen cost control to improve cash flow[18](index=18&type=chunk) [Critical Accounting Estimates and Judgements](index=13&type=section&id=3.%20%E9%87%8D%E8%A6%81%E4%BC%B0%E8%A8%88%E5%8F%8A%E5%88%A4%E6%96%B7) Management must make judgments, estimates, and assumptions affecting accounting policy application and the amounts of assets, liabilities, income, and expenses when preparing financial statements, with key uncertainties consistent with the 2024 annual report - Management makes significant judgments and estimates in preparing financial statements, and actual results may differ from these estimates[19](index=19&type=chunk) [Revenue and Segment Information](index=13&type=section&id=4.%20%E6%94%B6%E7%9B%8A%E5%8F%8A%E5%88%86%E9%83%A8%E8%B3%87%E6%96%99) The company is divided into two reportable segments based on goods sold: wine business and food business, with wine business revenue significantly decreasing this period while food business revenue increased - The company's operating segments include **wine business** (sale and distribution of wine products and related by-products) and **food business** (sale and distribution of food and drinking water products)[22](index=22&type=chunk) [Segment Revenue and Results](index=13&type=section&id=%E5%88%86%E9%83%A8%E6%94%B6%E7%9B%8A%E5%8F%8A%E6%A5%AD%E7%B8%BE) For the six months ended June 30, 2025, wine business revenue significantly decreased, leading to a substantial drop in segment profit, while food business revenue and profit both increased Segment Revenue and Results | Segment | 2025 Revenue (HKD thousands) | 2024 Revenue (HKD thousands) | Revenue Change | 2025 Profit (HKD thousands) | 2024 Profit (HKD thousands) | Profit Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Wine Business | 63,853 | 218,761 | -70.81% | 8,440 | 45,237 | -81.36% | | Food Business | 515 | 43 | +1097.67% | 133 | 21 | +533.33% | | Total | 64,368 | 218,804 | -70.58% | 8,573 | 45,258 | -81.07% | [Segment Assets and Liabilities](index=14&type=section&id=%E5%88%86%E9%83%A8%E8%B3%87%E7%94%A2%E5%8F%8A%E8%B2%A0%E5%82%B5) As of June 30, 2025, wine business assets and liabilities remained stable, while the food business had a smaller scale of assets and liabilities Segment Assets and Liabilities | Segment | June 30, 2025 Assets (HKD thousands) | December 31, 2024 Assets (HKD thousands) | June 30, 2025 Liabilities (HKD thousands) | December 31, 2024 Liabilities (HKD thousands) | | :--- | :--- | :--- | :--- | :--- | | Wine Business | 581,158 | 579,366 | 118,234 | 117,901 | | Food Business | 19 | 384 | 33 | 3 | | Total | 581,952 | 580,170 | 142,384 | 141,634 | [Geographical Information](index=15&type=section&id=%E5%9C%B0%E5%8D%80%E8%B3%87%E6%96%99) The Group's operations are primarily located in Hong Kong and Australia, with external customer revenue from Hong Kong significantly decreasing and high customer concentration, while non-current assets are mainly in Hong Kong External Customer Revenue by Region | Region | 2025 External Customer Revenue (HKD thousands) | 2024 External Customer Revenue (HKD thousands) | Revenue Change | | :--- | :--- | :--- | :--- | | Hong Kong | 64,368 | 218,804 | -70.58% | - Approximately **HKD 39,677 thousand** (2024: HKD 128,606 thousand) of revenue was derived from **four major customers**[30](index=30&type=chunk) Non-current Assets by Region | Region | June 30, 2025 Non-current Assets (HKD thousands) | December 31, 2024 Non-current Assets (HKD thousands) | | :--- | :--- | :--- | | Hong Kong | 86 | 440 | | Australia | – | – | [Profit Before Tax](index=16&type=section&id=5.%20%E9%99%A4%E7%A8%85%E5%89%8D%E6%BA%A2%E5%88%A9) For the six months ended June 30, 2025, profit before tax significantly decreased, primarily due to reduced revenue and expenses recognized for inventory costs, while a gain on disposal of a subsidiary was recorded this period Profit Before Tax Components | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Gain on disposal of a subsidiary | 79 | – | N/A | | Employee benefit expenses | 2,081 | 1,847 | +12.67% | | Cost of inventories recognized as an expense | 55,795 | 170,466 | -67.27% | | Depreciation of right-of-use assets | 40 | 927 | -95.69% | [Finance Costs](index=17&type=section&id=6.%20%E8%B2%A1%E5%8B%99%E6%88%90%E6%9C%AC) For the six months ended June 30, 2025, finance costs slightly decreased, primarily comprising interest on borrowings and interest on lease liabilities Finance Costs | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Interest on borrowings | 3,460 | 3,742 | -7.54% | | Interest on lease liabilities | 2 | 32 | -93.75% | | Total finance costs | 3,462 | 3,774 | -8.30% | [Income Tax Expense](index=17&type=section&id=7.%20%E6%89%80%E5%BE%97%E7%A8%85%E9%96%8B%E6%94%AF) For the six months ended June 30, 2025, income tax expense significantly decreased, mainly due to a reduction in Hong Kong profits tax provision calculated under the two-tiered tax regime Income Tax Expense | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Provision for Hong Kong profits tax | 365 | 6,317 | -94.22% | - The company is **not subject to income tax** in the Cayman Islands and British Virgin Islands[39](index=39&type=chunk) [Earnings Per Share](index=17&type=section&id=8.%20%E6%AF%8F%E8%82%A1%E7%9B%88%E5%88%A9) For the six months ended June 30, 2025, basic and diluted earnings per share significantly decreased, consistent with the trend of reduced profit for the period Earnings Per Share | Item | 2025 (HK cents) | 2024 (HK cents) | Change | | :--- | :--- | :--- | :--- | | Basic and diluted earnings per share | 0.05 | 2.73 | -98.17% | - Diluted earnings per share is the same as basic earnings per share as there were **no potential ordinary shares** in issue for both periods[42](index=42&type=chunk) [Dividends](index=18&type=section&id=9.%20%E8%82%A1%E6%81%AF) The Board of Directors does not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board of Directors does **not recommend** the payment of an interim dividend for 2025[43](index=43&type=chunk) [Inventories](index=18&type=section&id=10.%20%E5%AD%98%E8%B2%A8) As of June 30, 2025, the company's inventories, primarily bottled wine, slightly increased, with HKD 300 million of inventory pledged as collateral for bank loans Inventories | Item | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Finished goods (bottled wine) | 571,071 | 561,570 | +1.69% | - **HKD 300,000 thousand** of inventories have been pledged as collateral for bank loans[44](index=44&type=chunk) [Biological Assets](index=19&type=section&id=11.%20%E7%94%9F%E7%89%A9%E8%B3%87%E7%94%A2) As of June 30, 2025, the company no longer held biological assets, primarily due to the disposal of biological assets (grapes) through the sale of a subsidiary in December 2024 Biological Assets | Item | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | At beginning of period/year | – | 187 | | Disposal of a subsidiary | – | (197) | | At end of period/year | – | – | - Biological assets (grapes) were disposed of on **December 16, 2024**, through the sale of a subsidiary[48](index=48&type=chunk) [Trade Receivables, Prepayments, Deposits and Other Receivables](index=20&type=section&id=12.%20%E8%B2%BF%E6%98%93%E6%87%89%E6%94%B6%E6%AC%BE%E9%A0%85%E3%80%81%E9%A0%90%E4%BB%98%E6%AC%BE%E9%A0%85%E3%80%81%E6%8C%89%E9%87%91%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, net trade receivables decreased, and the aging analysis shows all receivables are within 30 days Trade Receivables, Prepayments, Deposits and Other Receivables | Item | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Net trade receivables | 7,725 | 10,270 | -24.88% | | Prepayments, deposits and other receivables | 224 | 352 | -36.36% | | Total | 7,949 | 10,622 | -25.16% | Aging Analysis of Trade Receivables | Aging | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Within 30 days | 7,725 | 3,579 | | 31 to 60 days | – | 5,922 | | Over 90 days | – | 769 | - Credit terms granted to customers primarily range from **30 to 120 days**[50](index=50&type=chunk) [Trade Payables, Other Payables, Accrued Charges and Deposits Received](index=21&type=section&id=13.%20%E8%B2%BF%E6%98%93%E6%87%89%E4%BB%98%E6%AC%BE%E9%A0%85%E3%80%81%E5%85%B6%E4%BB%96%E6%87%89%E4%BB%98%E6%AC%BE%E9%A0%85%E3%80%81%E6%87%89%E8%A8%88%E8%B2%BB%E7%94%A8%E5%8F%8A%E5%B7%B2%E6%94%B6%E6%8C%89%E9%87%91) As of June 30, 2025, trade payables significantly increased, while other payables, accrued charges, and deposits received decreased Trade Payables, Other Payables, Accrued Charges and Deposits Received | Item | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Trade payables | 17,607 | 11,606 | +51.71% | | Other payables and accrued charges | 1,261 | 8,765 | -85.59% | | Interest payable | 5,983 | 3,175 | +88.46% | | Deposits received | 220 | 778 | -71.72% | | Total | 25,071 | 24,324 | +3.07% | Aging Analysis of Trade Payables | Aging | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Within 30 days | 17,607 | 215 | | 31 to 60 days | – | 6,503 | | Over 90 days | – | 4,738 | [Borrowings](index=22&type=section&id=14.%20%E5%80%9F%E8%B2%B8) As of June 30, 2025, total company borrowings remained at HKD 116.9 million, comprising HKD 90 million in secured and overdue bank loans and HKD 26.9 million in unsecured non-financial institution loans, all classified as current liabilities Borrowings | Item | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | | :--- | :--- | :--- | | Bank loans, secured | 90,000 | 90,000 | | Loans from non-financial institutions, unsecured | 26,894 | 26,894 | | Total borrowings | 116,894 | 116,894 | - Bank loans and corresponding interest payable (**HKD 5,352 thousand**) are **overdue**, secured by a floating charge over inventories and a corporate guarantee from the company[56](index=56&type=chunk) - The effective annual interest rate for borrowings ranges from **6.07% to 8.00%**[55](index=55&type=chunk) [Lease Liabilities](index=24&type=section&id=15.%20%E7%A7%9F%E8%B3%83%E8%B2%A0%E5%82%B5) As of June 30, 2025, lease liabilities significantly decreased and are entirely due within one year Lease Liabilities | Item | June 30, 2025 (HKD thousands) | December 31, 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Lease liabilities payable | 54 | 416 | -87.02% | | Within one year | 54 | 403 | -86.59% | | After one year but within two years | – | 13 | -100% | - For the six months ended June 30, 2025, the weighted average incremental borrowing rate for lease liabilities was **2.50% per annum**[57](index=57&type=chunk) [Share Capital](index=25&type=section&id=16.%20%E8%82%A1%E6%9C%AC) As of June 30, 2025, the company's issued and fully paid share capital was HKD 190,780 thousand, comprising 1,907,798,274 shares, with new shares issued in 2024 through subscription agreements and rights issues Share Capital | Item | June 30, 2025 (HKD thousands) | January 1, 2024 (HKD thousands) | | :--- | :--- | :--- | | Issued and fully paid share capital | 190,780 | 119,624 | - On June 28, 2024, the company issued **236,832,000 ordinary shares**, with net proceeds used for general working capital and loan repayment[59](index=59&type=chunk) - On November 21, 2024, the company issued **474,729,773 rights shares** on a rights issue basis, raising approximately **HKD 47,482 thousand**[59](index=59&type=chunk) [Disposal of a Subsidiary](index=26&type=section&id=17.%20%E5%87%BA%E5%94%AE%E9%99%84%E5%B1%AC%E5%85%AC%E5%8F%B8) On May 30, 2025, the company disposed of its entire equity interest in the wholly-owned subsidiary Happy Profit Group for a total cash consideration of USD 1, recording a gain on disposal of HKD 79 thousand - On May 30, 2025, the company disposed of its entire equity interest in the wholly-owned subsidiary Happy Profit Group for a cash consideration of **USD 1**[60](index=60&type=chunk) Financial Impact of Disposal | Item | Amount (HKD thousands) | | :--- | :--- | | Net assets disposed of | 523 | | Gain on disposal | 79 | | Net cash outflow arising from disposal | (91) | [Related Party Transactions](index=27&type=section&id=18.%20%E9%97%9C%E9%80%A3%E6%96%B9%E4%BA%A4%E6%98%93) During the period, the company engaged in transactions with related parties, including rental expenses and key management personnel remuneration Related Party Transactions | Item | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Rental expenses paid to a related company | 468 | 1,008 | -53.57% | | Key management personnel salaries and other benefits | 432 | 432 | 0.00% | | Key management personnel retirement benefit scheme contributions | 13 | 13 | 0.00% | - Rental expenses were paid to a related company owned by the spouse of Ms. Huang Wei, an executive director and substantial shareholder of the company[62](index=62&type=chunk) [Management Discussion and Analysis](index=28&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E8%88%87%E5%88%86%E6%9E%90) This section provides a review of the company's interim results for the six months ended June 30, 2025, including business performance, financial position, future outlook, liquidity management, and other significant matters [Business Review](index=28&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) In mid-2025, the company's main businesses were the sale and distribution of wine products and related accessories, and food products, with wine business revenue significantly decreasing while food business revenue increased - The company's principal businesses include the **sale and distribution of wine products** and the **sale and distribution of food products**[65](index=65&type=chunk) [Wine Business](index=28&type=section&id=%E8%91%A1%E8%90%84%E9%85%92%E6%A5%AD%E5%8B%99) The wine business remains the largest revenue segment but experienced significant reductions in revenue and segment profit due to a sluggish market and weak customer demand, with declining gross profit margin, as the company actively expands local markets and sales channels Wine Business Performance | Metric | 2025 (HKD millions) | 2024 (HKD millions) | Change | | :--- | :--- | :--- | :--- | | Revenue | 63.9 | 218.8 | -70.80% | | Segment Profit | 8.4 | 45.2 | -81.42% | | Gross Profit Margin | 13.2% | 22.1% | -8.9 percentage points | - The company is actively expanding its local market, including participating in exhibitions, developing sales networks and agencies, and establishing new retail models[66](index=66&type=chunk) [Food Business](index=28&type=section&id=%E9%A3%9F%E5%93%81%E6%A5%AD%E5%8B%99) The food business achieved significant growth in both revenue and profit, and the company will continue to monitor the market and seek potential growth opportunities Food Business Performance | Metric | 2025 (HKD thousands) | 2024 (HKD thousands) | Change | | :--- | :--- | :--- | :--- | | Revenue | 515 | 43 | +1097.67% | | Profit | 133 | 21 | +533.33% | [Financial Review](index=29&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) In mid-2025, the company's revenue significantly decreased, with a corresponding reduction in cost of sales; employee benefit expenses increased due to higher salaries and activity costs; administrative expenses decreased due to reduced advertising and right-of-use asset depreciation; and finance costs also slightly decreased Financial Performance Summary | Item | 2025 (HKD millions) | 2024 (HKD millions) | Change | | :--- | :--- | :--- | :--- | | Revenue | 64.4 | 218.8 | -154.4 (HKD millions) | | Cost of sales | 55.8 | 170.5 | -67.3% | | Employee benefit expenses | 2.1 | 1.8 | +12.7% | | Administrative expenses | 1.8 | 3.8 | -51.8% | | Finance costs | 3.5 | 3.8 | -8.3% | [Outlook and Prospects](index=30&type=section&id=%E5%B1%95%E6%9C%9B%E5%8F%8A%E5%89%8D%E6%99%AF) Facing domestic and international economic uncertainties, the company will maintain a prudent operating strategy, strictly manage expenses, control inventories, and improve resource efficiency, while continuing to enhance brand awareness through exhibitions and actively seeking growth opportunities in the food market - The company will maintain a prudent operating strategy, strictly manage expenses, control inventories, and improve the efficiency of existing resources[70](index=70&type=chunk) - It will enhance product and brand awareness through participating in exhibitions and actively seek growth and expansion opportunities in the food market[70](index=70&type=chunk) [Liquidity, Financial and Capital Resources](index=30&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E3%80%81%E8%B2%A1%E5%8B%99%E5%8F%8A%E8%B3%87%E9%87%91%E8%B3%87%E6%BA%90) This section outlines the company's capital structure, cash position, borrowings, gearing ratio, exchange rate risk, capital expenditure, and asset pledges, with the capital structure comprising borrowings, lease liabilities, and equity attributable to owners [Capital Structure](index=30&type=section&id=%E8%B3%87%E6%9C%AC%E6%9E%B6%E6%A7%8B) The company manages capital to ensure sustainable operations and maximize shareholder returns, with its capital structure including borrowings, lease liabilities, and equity attributable to owners - The company's capital structure comprises **borrowings and lease liabilities** (net of bank balances and cash) and **equity attributable to owners of the company**[71](index=71&type=chunk) [Cash Position](index=30&type=section&id=%E7%8F%BE%E9%87%91%E7%8B%80%E6%B3%81) As of June 30, 2025, the company's bank balances and cash significantly decreased Bank Balances and Cash | Item | June 30, 2025 (HKD millions) | December 31, 2024 (HKD millions) | Change | | :--- | :--- | :--- | :--- | | Bank balances and cash | 2.6 | 7.3 | -64.38% | [Borrowings](index=31&type=section&id=%E5%80%9F%E8%B2%B8) As of June 30, 2025, the company's total borrowings remained at HKD 116.9 million, of which HKD 90 million was utilized bank facilities Borrowings | Item | June 30, 2025 (HKD millions) | December 31, 2024 (HKD millions) | | :--- | :--- | :--- | | Carrying amount of borrowings | 116.9 | 116.9 | | Bank facilities | 90.0 | 90.0 | [Gearing Ratio](index=31&type=section&id=%E8%B3%87%E7%94%A2%E8%B2%A0%E5%82%B5%E6%AF%94%E7%8E%87) As of June 30, 2025, the company's gearing ratio slightly increased Gearing Ratio | Item | June 30, 2025 | December 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Gearing ratio | 26% | 25% | +1 percentage point | [Exchange Rate Risk](index=31&type=section&id=%E5%8C%AF%E5%85%8C%E9%A2%A8%E9%9A%AA) The company's operations are primarily denominated in HKD, with some assets and liabilities denominated in AUD; currently, exchange rate risk is not hedged but managed through close monitoring of foreign exchange fluctuations - The company's operations are primarily denominated in **HKD**, with some assets and liabilities denominated in **AUD**[75](index=75&type=chunk) - Exchange rate risk is currently **not hedged** but managed through close monitoring of foreign exchange fluctuations[76](index=76&type=chunk) [Capital Expenditure and Commitments](index=31&type=section&id=%E8%B3%87%E6%9C%AC%E9%96%8B%E6%94%AF%E5%8F%8A%E6%89%BF%E6%93%94) As of June 30, 2025, the company had no significant capital commitments - As of June 30, 2025, the company had **no significant capital commitments**[77](index=77&type=chunk) [Pledge of Assets](index=31&type=section&id=%E8%B3%87%E7%94%A2%E6%8A%B5%E6%8A%BC) As of June 30, 2025, approximately HKD 90 million in utilized bank facilities were pledged by a corporate guarantee and a floating charge over inventories - Approximately **HKD 90 million** in utilized bank facilities are secured by a corporate guarantee and a floating charge over inventories[78](index=78&type=chunk) [Contingent Liabilities](index=31&type=section&id=%E6%88%96%E7%84%B6%E8%B2%A0%E5%82%B5) As of June 30, 2025, the company had no other significant contingent liabilities - As of June 30, 2025, the company had **no other significant contingent liabilities**[79](index=79&type=chunk) [Dividends](index=32&type=section&id=%E8%82%A1%E6%81%AF) Dividend details are provided in Note 9 to the interim financial statements, and the Board of Directors does not recommend an interim dividend - Dividend details are set out in **Note 9** to the interim financial statements[80](index=80&type=chunk) [Number of Employees and Remuneration Policy](index=32&type=section&id=%E5%93%A1%E5%B7%A5%E4%BA%BA%E6%95%B8%E5%8F%8A%E8%96%AA%E9%85%AC%E6%94%BF%E7%AD%96) As of June 30, 2025, the company had approximately 15 employees, offering competitive remuneration and internal training to attract and retain talent Number of Employees | Item | June 30, 2025 | | :--- | :--- | | Number of employees | Approximately 15 | - The company offers competitive remuneration packages and internal training programs, with remuneration packages reviewed regularly[81](index=81&type=chunk) [Use of Proceeds from Share Placements](index=32&type=section&id=%E8%82%A1%E4%BB%BD%E9%85%8D%E5%94%AE%E6%89%80%E5%BE%97%E6%AC%BE%E9%A0%85%E7%94%A8%E9%80%94) This section details the initial intended use and actual utilization as of December 31, 2024, for proceeds from two share placements (rights issue and subscription agreement) in 2022 and 2024, primarily for loan repayment, business development, and working capital Use of Proceeds from Share Placements | Share Placement Date | Initial Allocation (HKD thousands) | Actual Use (HKD thousands) | Principal Use | | :--- | :--- | :--- | :--- | | July 5, 2022 Rights Issue | 25,900 | 25,900 | Loan repayment, business development, working capital | | June 28, 2024 Subscription | Approximately 23,600 | Used for loan repayment and general working capital | Loan repayment, general working capital | | November 21, 2024 Rights Issue | 47,482 | 47,482 | Loan repayment, working capital | [Material Investments Held, Material Acquisitions or Disposals of Subsidiaries and Affiliated Companies, and Plans for Material Investments or Capital Assets](index=33&type=section&id=%E6%89%80%E6%8C%81%E9%87%8D%E8%A6%81%E6%8A%95%E8%B3%87%E3%80%81%E9%87%8D%E5%A4%A7%E6%94%B6%E8%B3%BC%E6%88%96%E5%87%BA%E5%94%AE%E9%99%84%E5%B1%AC%E5%85%AC%E5%8F%B8%E5%8F%8A%E8%81%AF%E5%B1%AC%E5%85%AC%E5%8F%B8%EF%BC%8C%E4%BB%A5%E5%8F%8A%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B3%87%E6%88%96%E8%B3%87%E6%9C%AC%E8%B3%87%E7%94%A2%E8%A8%88%E5%8A%83) Apart from the disclosed disposal of a subsidiary, the Group held no material investments, made no material acquisitions or disposals of subsidiaries and affiliated companies, and had no plans for material investments or capital assets during mid-2025 - Apart from the disclosed disposal of a subsidiary, the Group had **no other material investments, acquisitions, or disposals** in mid-2025[83](index=83&type=chunk) [Events After 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) As of the report date, the Group had no significant events after June 30, 2025 - As of the report date, the Group had **no significant events** after June 30, 2025[84](index=84&type=chunk) [Other Information](index=34&type=section&id=%E5%85%B6%E4%BB%96%E4%BF%A1%E6%81%AF) This section discloses share interests of directors and chief executives, substantial shareholders, and information on the company's compliance with the Model Code for Securities Transactions by Directors, corporate governance, and audit committee operations [Directors' and Chief Executives' Interests in Shares, Underlying Shares or Debentures of the Company and its Associated Corporations](index=34&type=section&id=%E8%91%A3%E4%BA%8B%E5%8F%8A%E4%B8%BB%E8%A6%81%E8%A1%8C%E6%94%BF%E4%BA%BA%E5%93%A1%E6%96%BC%E6%9C%AC%E5%85%AC%E5%8F%B8%E5%8F%8A%E5%85%B6%E7%9B%B8%E9%97%9C%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%20%E4%BB%BD%E6%88%96%E5%82%B5%E5%88%B8%E4%B8%AD%E7%9A%84%E6%AC%8A%E7%9B%8A%E5%8F%8A%E6%B7%A1%E5%80%89) As of June 30, 2025, Executive Director Ms. Huang Wei held approximately 26.16% of the company's ordinary shares in long positions, with no other directors or chief executives holding share or related share interests Directors' Interests in Shares | Name of Director | Capacity/Nature of Interest | Total Number of Ordinary Shares Held | Approximate Percentage of Interest | | :--- | :--- | :--- | :--- | | Ms. Huang Wei | Beneficial Owner | 499,012,800 | 26.16% | [Substantial Shareholders' and Other Persons' Interests in Shares and Underlying Shares of the Company](index=35&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%E8%82%A1%E4%BB%BD%E5%8F%8A%E7%9B%B8%E9%97%9C%E8%82%A1%E4%BB%BD%E4%B9%8B%E6%AC%8A%E7%9B%8A%E5%8F%8A%E6%B7%A1%E5%80%89) As of June 30, 2025, to the knowledge of the company's directors, no other persons held interests or short positions in 5% or more of the company's voting shares, apart from directors and chief executives - Apart from directors and chief executives, no other persons held interests or short positions in **5% or more** of the company's voting shares[86](index=86&type=chunk) [Directors' Rights to Acquire Shares or Debentures](index=35&type=section&id=%E8%91%A3%E4%BA%8B%E6%94%B6%E8%B3%BC%E8%82%A1%E4%BB%BD%E6%88%96%E5%82%B5%E5%88%B8%E4%B9%8B%E6%AC%8A%E5%88%A9) For the six months ended June 30, 2025, neither the company nor its subsidiaries made any arrangements enabling directors or chief executives to acquire rights to subscribe for company securities - Neither the company nor its subsidiaries made any arrangements enabling directors or chief executives to acquire rights to subscribe for company securities[87](index=87&type=chunk) [Purchase, Sale or Redemption of Shares](index=36&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%E8%82%A1%E4%BB%BD) For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any shares - Neither the company nor any of its subsidiaries purchased, sold, or redeemed any shares during the reporting period[88](index=88&type=chunk) [Directors' Interests in Competing Business](index=36&type=section&id=%E8%91%A3%E4%BA%8B%E6%96%BC%E7%AB%B6%E7%88%AD%E6%80%A7%E6%A5%AD%E5%8B%99%E4%B8%AD%E7%9A%84%E6%AC%8A%E7%9B%8A) For the six months ended June 30, 2025, no director or their associates held interests in any business that competes or is likely to compete with the Group's business - No director or their associates held interests in any business that competes or is likely to compete with the Group's business[89](index=89&type=chunk) [Model Code for Securities Transactions by Directors](index=36&type=section&id=%E8%91%A3%E4%BA%8B%E9%80%B2%E8%A1%8C%E8%AD%89%E5%88%B8%E4%BA%A4%E6%98%93%E4%B9%8B%E8%A1%8C%E7%82%BA%E5%AE%88%E5%89%87) The company has adopted a model code for directors' securities transactions equivalent to that stipulated in the GEM Listing Rules and confirms all directors complied with the required standards during the review period - The company has adopted a model code for directors' securities transactions and confirms all directors complied with the required standards during the review period[90](index=90&type=chunk) [Corporate Governance Code](index=36&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%B8%B8%E8%A6%8F%E5%AE%88%E5%89%87) The Board believes the company complied with the code provisions of the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules for the six months ended June 30, 2025 - The company complied with the code provisions of the Corporate Governance Code set out in **Appendix C1** to the GEM Listing Rules[91](index=91&type=chunk) [Audit Committee](index=37&type=section&id=%E5%AF%A9%E6%A0%B8%E5%A7%94%E5%93%A1%E6%9C%83) The Audit Committee, composed of three independent non-executive directors, oversees and reviews the Group's risk management, internal controls, regulatory compliance, and financial statement integrity, and has reviewed the unaudited interim financial statements for this period - The Audit Committee comprises **three independent non-executive directors**, with Mr. Hu Zijing as Chairman[92](index=92&type=chunk) - The Audit Committee has reviewed the **unaudited interim financial statements for 2025** and considers them to comply with applicable accounting standards and GEM Listing Rules[92](index=92&type=chunk)

Core Viewpoint - Bailida Group Holdings (08179.HK) has seen its stock price reach a new low of 0.012 HKD, indicating potential challenges in the market [1] Company Overview - Bailida Group Holdings was listed on the Hong Kong Stock Exchange's Growth Enterprise Market in 2011 and has recently rebranded to better represent its diversified business [1] - The company's main business segments include (i) wine trading; (ii) food production, sales, and distribution; (iii) securities investment; and (iv) lending business [1] - The wine trading segment aims to leverage the stable growth of Hong Kong's wine industry, providing opportunities for the company to develop its own distribution and wholesale channels [1] - The primary brand, Bailida Wine, sources high-quality red wine from various renowned vineyards and wineries in Australia [1] - Another significant revenue source for the company is the production, sale, and distribution of food products, such as roasted meats and Taiwanese-style marinated dishes, to major local supermarket chains in Hong Kong, a business that has been operational since 2006 [1] Market Activity - As of August 19, the stock closed at 0.014 HKD, with a net outflow of 21.46 thousand HKD on that day [1]

Group 1 - The core viewpoint of the article is that Bailida Group Holdings (08179) reported a significant decline in its mid-term performance for 2025, with revenues and net profits dropping sharply compared to the previous year [1] Group 2 - The company reported revenues of HKD 64.368 million, representing a year-on-year decrease of 70.58% [1] - The net profit for the period was HKD 1.032 million, which is a staggering decline of 96.86% year-on-year [1] - Earnings per share were reported at HKD 0.0005 [1]

Core Viewpoint - Bailida Group Holdings (08179) reported a significant decline in its mid-year performance for 2025, with revenues and net profits dropping sharply compared to the previous year [1] Financial Performance - The company reported revenues of HKD 64.368 million, representing a year-on-year decrease of 70.58% [1] - Net profit stood at HKD 1.032 million, reflecting a substantial year-on-year decline of 96.86% [1] - Earnings per share were reported at HKD 0.0005 [1]