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。 及 (II)配售協議延期 茲 提 述 加 幂 科 技 有 限 公 司（「本公司」）日 期 為 二 零 二 五 年 七 月 二 十 八 日 及 二 零 二 五 年 八 月 十 五 日 的 公 告（「該等公告」），內 容 有 關 根 據 一 般 授 權 認 購 及 配 售 新 股 份。除 另 有 界 定 者 外，本 公 告 所 用 詞 彙 與 該 等 公 告 所 界 定 者 具 有 相同涵義。 (1) 認購協議失效 誠 如 該 等 公 告 所 披 露，認 購 事 項 的 最 後 期 限 日 已 延 長 至 二 零 二 五 年 九 月 四 日。由 於 認 購 協 議（經 補 充 認 購 協 議 補 充）的 先 決 條 件 於 二 零 二 五 年九月四日未獲達成，認購協議已失效及終止。根據認購協議，認購協 議 訂 約 方 的 所 有 義 務 均 告 失 效 ...

FF301 致：香港交易及結算所有限公司 公司名稱: 加幂科技有限公司 (於開曼群島註冊成立之有限公司) 呈交日期: 2025年9月3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) | 08198 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 2,000,000,000 | HKD | | 0.1 HKD | | 200,000,000 | | 增加 / 減少 (-) | | | | | | HKD | | | | 本月底結存 | | | 2,000,000,000 | HKD | | 0.1 HKD | | 200,000,000 | 本月底法定/註冊股本總額： HKD 200,000,000 第 1 頁 共 10 頁 v 1.1.1 股份發行人及根據《上市規則》第十九B章上市 ...

[Management Discussion and Analysis](index=3&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 an overview of the Group's operations, financial performance, and future outlook [Business Review](index=3&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group primarily operates big data center services, money lending, and Web3.0 businesses, with big data center revenue decreasing and money lending revenue slightly increasing during the reporting period, while Web3.0 is in the R&D investment phase [Big Data Center Services](index=3&type=section&id=%E5%A4%A7%E6%95%B8%E6%93%9A%E4%B8%AD%E5%BF%83%E6%9C%8D%E5%8B%99) The Group provides big data center services, including site, hardware, power supply, and monitoring management, with the Hong Kong data center ceasing operations in June 2025 and the US data center commencing operations in December 2023, resulting in a year-on-year revenue decrease of approximately **4.7 million HKD** - The Hong Kong data center ceased operations in **June 2025**, with a maximum processing capacity of approximately **1,400 kW**[6](index=6&type=chunk) - The US data center commenced operations in **December 2023**, covering **5 acres** with a maximum processing capacity of approximately **11 MW**[6](index=6&type=chunk) Big Data Center Services Revenue (For the six months ended June 30) | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Revenue | 24,900 | 29,600 | [Money Lending Business](index=4&type=section&id=%E6%94%BE%E5%82%B5%E6%A5%AD%E5%8B%99) The Group conducts money lending business in Hong Kong through Fortune Rich Limited, with one **30 million HKD** loan partially overdue and a **44 thousand HKD** provision made, while another **3 million HKD** loan was repaid in full before its due date, generating approximately **1 million HKD** in revenue - A **30,000,000 HKD** loan was granted in **April 2020** at an annual interest rate of **10%** for a term of **24 months**, later extended to **April 2, 2024**[7](index=7&type=chunk) - As of the reporting date, the borrower has further repaid principal and interest of approximately **18,700,000 HKD**, but the loan principal and remaining interest are still not fully repaid[7](index=7&type=chunk) - As of **June 30, 2025**, a **cumulative provision** of approximately **44,000 HKD** has been made for this loan[8](index=8&type=chunk) Money Lending Business Revenue (For the six months ended June 30) | Metric | 2025 (thousand HKD) | | :--- | :--- | | Revenue | 1,000 | [Web3.0 Business](index=8&type=section&id=Web3.0%E6%A5%AD%E5%8B%99) During the reporting period, the Group actively invested in R&D activities for its Web3.0 business, including blockchain applications and infrastructure platforms, and recruited talent in related fields to lay the foundation for future business development - During the reporting period, The Group conducted business model R&D for blockchain, Web3.0 applications, and infrastructure platforms[17](index=17&type=chunk) - Talent in blockchain and related fields has been recruited, covering overseas market business development, product operations, and blockchain-based financial services[17](index=17&type=chunk) [Internal Control Procedures](index=5&type=section&id=%E5%85%A7%E9%83%A8%E7%9B%A3%E6%8E%A7%E7%A8%8B%E5%BA%8F) The Group has established internal control procedures to manage money lending risks, covering credit risk assessment, credit approval, ongoing monitoring of loan recoverability, and impairment policies, aiming to protect the interests of the Company and its shareholders [Credit Risk Assessment](index=5&type=section&id=1.%20%E4%BF%A1%E8%B2%B8%E9%A2%A8%E9%9A%AA%E8%A9%95%E4%BC%B0) The Money Lending Monitoring Team is responsible for assessing potential clients' credit ratings, repayment abilities, financial conditions, and overall credit risk in accordance with relevant laws and regulations, reviewing various documents and conducting name screening - Assessment is conducted by the Money Lending Monitoring Team, comprising the CEO, accounting, and company secretary department personnel[10](index=10&type=chunk) - Assessment content includes client credit rating, repayment ability, financial condition, and overall credit risk, with review of identity documents, credit records, loan purpose, repayment plan, cash flow, and balance sheet documents[10](index=10&type=chunk) - The company secretary department conducts name screening to verify related party relationships, and management engages independent valuers to assess collateral value[12](index=12&type=chunk) [Credit Approval](index=6&type=section&id=2.%20%E4%BF%A1%E8%B2%B8%E6%89%B9%E5%87%86) The Money Lending Monitoring Team prepares preliminary recommendations based on credit risk assessment results, which are reviewed by the accounting team and subjected to size tests, ultimately submitted to the Board or shareholders for approval to ensure compliance with GEM Listing Rules - The Money Lending Monitoring Team prepares preliminary recommendations based on credit risk assessment results, determining loan principal, interest rate, and term[12](index=12&type=chunk) - The accounting team conducts an independent assessment of applications and performs size tests to ensure compliance with GEM Listing Rules' announcement, notification, and shareholder approval requirements[13](index=13&type=chunk) - Loan applications successfully passing the procedures are submitted to the Board or shareholders for approval[13](index=13&type=chunk) [Ongoing Monitoring of Loan Recoverability and Collection](index=7&type=section&id=3.%20%E6%8C%81%E7%BA%8C%E7%9B%A3%E5%AF%9F%E8%B2%B8%E6%AC%BE%E7%9A%84%E5%8F%AF%E6%94%B6%E5%9B%9E%E6%80%A7%E5%8F%8A%E8%B2%B8%E6%AC%BE%E7%9A%84%E6%94%B6%E5%9B%9E%E6%83%85%E6%B3%81) The finance department is responsible for establishing client loan sub-accounts and verifying repayments, while management and the Money Lending Monitoring Team quarterly review loan collection and recoverability, taking actions such as overdue notices, dunning letters, or legal action upon client default - The finance department establishes independent sub-accounts for each client, recording loan principal, repayment schedules, and records, which are reviewed and approved by the Head of Finance and CEO[15](index=15&type=chunk) - Management and the Money Lending Monitoring Team quarterly review loan collection and recoverability, identifying risks and formulating mitigation measures[15](index=15&type=chunk) - Upon client default, the finance department issues overdue notices, and the Money Lending Monitoring Team follows up and may initiate legal action[15](index=15&type=chunk) [Loan Impairment Policy](index=8&type=section&id=4.%20%E8%B2%B8%E6%AC%BE%E6%B8%9B%E5%80%BC%E6%94%BF%E7%AD%96) Management considers factors such as significant delays in borrower repayment, legal actions, decreased collateral value, and inability to obtain financial documents when assessing impairment of loans and interest receivable, and appoints independent valuers to assess impairment losses - Impairment considerations include significant delays in borrower repayment, the Company taking legal action against the borrower, decreased collateral value, and inability to obtain borrower financial documents[18](index=18&type=chunk) - Upon discovery of these factors, independent valuers will be appointed to assess the **impairment provision** for loans and interest receivable[16](index=16&type=chunk) [Financial Review](index=9&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) During the reporting period, the Group's **total revenue** was approximately **25.9 million HKD**, a year-on-year decrease of **4.4 million HKD**, primarily due to lower big data center services revenue, and recorded a **loss for the period** of approximately **32.8 million HKD**, a significant increase from the same period last year, mainly impacted by increased R&D expenses, share option payments, and expected credit loss provisions [Overall Revenue and Segment Contribution](index=9&type=section&id=%E7%B8%BD%E9%AB%94%E6%94%B6%E7%9B%8A%E8%88%87%E5%88%86%E9%83%A8%E8%B2%A2%E7%8D%BB) During the reporting period, the Group's **total revenue** was approximately **25.9 million HKD**, a year-on-year decrease of approximately **4.4 million HKD**, primarily due to lower big data center services revenue, while money lending business revenue increased, and Web3.0 business incurred R&D expenses Total Revenue and Segment Contribution (For the six months ended June 30) | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (thousand HKD) | | :--- | :--- | :--- | :--- | | **Total Revenue** | 25,900 | 30,300 | (4,400) | | Big Data Center Services Revenue | 24,900 | 29,600 | (4,700) | | Money Lending Business Revenue | 1,000 | 700 | 300 | | Web3.0 Business R&D Expenses | (12,900) | 0 | (12,900) | [Operating Results](index=10&type=section&id=%E7%87%9F%E9%81%8B%E6%A5%AD%E7%B8%BE) The Group recorded a **loss for the period** of approximately **32.8 million HKD**, a significant increase of **1,032.6%** compared to a **2.9 million HKD** loss in the same period last year, primarily due to decreased gross profit, increased Web3.0 business R&D expenses, share option payments, and expected credit loss provisions, partially offset by increased other income and gains Operating Results (For the six months ended June 30) | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (thousand HKD) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Loss for the Period | (32,800) | (2,900) | (29,900) | 1,032.6% | - The increase in loss was primarily due to: a decrease in gross profit of approximately **2.4 million HKD**, an increase in Web3.0 business R&D expenses of approximately **12.9 million HKD** (including share option payments of approximately **5.3 million HKD**), an increase in share option payments of approximately **11.3 million HKD**, and an increase in **provision** under the expected credit loss model of approximately **5 million HKD**[23](index=23&type=chunk) - The increase in loss was partially offset by an increase in other income and gains of approximately **1.7 million HKD** (primarily from electricity sales)[23](index=23&type=chunk) [Significant Acquisitions, Disposals, and Major Investments](index=10&type=section&id=%E9%87%8D%E5%A4%A7%E6%94%B6%E8%B3%BC%E3%80%81%E5%87%BA%E5%94%AE%E5%8F%8A%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B3%87) The Group raised funds through multiple placings of new shares, primarily for Web3.0 business development, stablecoin, and related application development; additionally, the Group completed the acquisition of Rhino Trading, gaining **full control** of an Australian licensed digital currency exchange to strengthen its Web3.0 ecosystem - The first placing was completed on **March 6, 2025**, raising **net proceeds** of approximately **33,228,000 HKD**, of which approximately **41.0%** was used for Web3.0 development and new opportunities[22](index=22&type=chunk) - The second placing was completed on **July 24, 2025**, raising **net proceeds** of approximately **54,400,000 HKD**, of which approximately **35%** was used for Web3.0 business development and approximately **20%** for investing in stablecoins and other Web3.0 product development[25](index=25&type=chunk) - The Company gained **full control** of an Australian licensed digital currency exchange by acquiring **100%** equity interest in Rhino Trading to strengthen its Web3.0 ecosystem[25](index=25&type=chunk) [Additions to Property, Plant and Equipment](index=12&type=section&id=%E6%B7%BB%E7%BD%AE%E7%89%A9%E6%A5%AD%E3%80%81%E6%A9%9F%E5%99%A8%E5%8F%8A%E8%A8%AD%E5%82%99) During the reporting period, the Group added approximately **3.07 million HKD** in property, plant and equipment and recognized additions to right-of-use assets of approximately **2.22 million HKD**, primarily for leasing Hong Kong office premises Property, Plant and Equipment Additions (For the six months ended June 30) | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Additions to Property, Plant and Equipment | 3,070 | 1,559 | | Additions to Right-of-Use Assets | 2,218 | 9,097 | - In **2025**, additions to right-of-use assets primarily included **2,218,000 HKD** arising from leasing Hong Kong office premises[26](index=26&type=chunk) [Loans Receivable](index=12&type=section&id=%E6%87%89%E6%94%B6%E8%B2%B8%E6%AC%BE) The Group's money lending business involves two main loans: Loan A (**30 million HKD**) is partially overdue, with legal action taken and ongoing repayment negotiations, approximately **18.7 million HKD** repaid during the reporting period, **900 thousand HKD** interest income recorded, and a **44 thousand HKD** provision made; Loan B (**3 million HKD**) was repaid in full before its due date, recording **100 thousand HKD** interest income - Loan A, with a principal of **30,000,000 HKD** and an annual interest rate of **10%**, was extended to **April 2, 2024**[28](index=28&type=chunk) - As of the reporting date, the borrower of Loan A has further repaid approximately **18,700,000 HKD**, but the loan principal and remaining interest are still not fully repaid[30](index=30&type=chunk) - As of **June 30, 2025**, a **cumulative provision** of approximately **44,000 HKD** has been made for Loan A[30](index=30&type=chunk) - Loan B, with a principal of **3,000,000 HKD** and an annual interest rate of **10%**, was repaid in full before its due date[31](index=31&type=chunk) [Liquidity, Financial Resources, and Capital Structure](index=14&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E3%80%81%E8%B2%A1%E5%8B%99%E8%B3%87%E6%BA%90%E5%8F%8A%E8%B3%87%E6%9C%AC%E6%9E%B6%E6%A7%8B) As of **June 30, 2025**, the Group's **cash and bank balances** were approximately **3.5 million HKD**, an increase of **1.4 million HKD** from the end of **2024**, primarily due to placing; **net current assets** increased to **13.1 million HKD**, **capital surplus** increased to **54.1 million HKD**, and the **gearing ratio** was **zero** Liquidity Position (As of June 30) | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Cash and Bank Balances | 3,500 | 2,100 | | Net Current Assets | 13,100 | 6,900 | | Capital Surplus | 54,100 | 36,800 | | Gearing Ratio | 0 | 0 | - The increase in **cash and bank balances** was primarily due to placing activities during the reporting period[32](index=32&type=chunk) [Outlook](index=14&type=section&id=%E5%B1%95%E6%9C%9B) Given Hong Kong's favorable policy environment and the continuous development of the Web3.0 industry, the Company will invest more resources in blockchain and Web3.0 technology application R&D, explore various business models including on-chain data analytics platforms and decentralized exchanges, and remains optimistic about the stablecoin market potential, while continuing to develop big data centers with a focus on the US data center, and may seek additional fundraising to expand its business - The Hong Kong government's release of the "Hong Kong Policy Statement on Developing Virtual Assets 2.0" and the effective "Stablecoin Ordinance" provide a favorable environment for Web3.0 and digital asset sectors[34](index=34&type=chunk) - The Company plans to develop an on-chain data analytics platform and multiple Web3.0 decentralized exchanges, with the on-chain data analytics platform expected to contribute revenue[35](index=35&type=chunk) - Through the acquisition of Rhino Trading, the Company gained licenses to provide digital currency trading and remittance services, strengthening its Web3.0 ecosystem[36](index=36&type=chunk) - The Company will continue to focus on developing big data centers, with a focus on the US data center, and ceased operations of the Hong Kong data center due to high operating costs[36](index=36&type=chunk) - The Company will explore investments and joint ventures to accelerate Web3.0 business development and may seek additional fundraising[37](index=37&type=chunk) [Other Information](index=16&type=section&id=%E5%85%B6%E4%BB%96%E4%BF%A1%E6%81%AF) This section outlines the Group's charges on assets, exchange rate risk, employees and remuneration policy, capital commitments, use of proceeds from placing, and significant events after the reporting period, including multiple placings of shares, signing a memorandum of understanding with South Pacific, and completing the acquisition of Rhino Trading [Charges on the Group's Assets](index=16&type=section&id=%E6%9C%AC%E9%9B%86%E5%9C%98%E4%B9%8B%E8%B3%87%E7%94%A2%E6%8A%BC%E8%A8%98) As of **June 30, 2025**, and **December 31, 2024**, no assets of the Group were pledged - As of **June 30, 2025**, and **December 31, 2024**, no assets of The Group were pledged[39](index=39&type=chunk) [Exchange Rate Fluctuation Risk](index=16&type=section&id=%E5%BD%99%E7%8E%87%E6%B3%A2%E5%8B%95%E9%A2%A8%E9%9A%AA) The Group's business activities are primarily denominated in HKD and USD, and due to minimal impact from foreign exchange risk, no hedging or other measures have been implemented - The Group's business activities are primarily denominated in HKD and USD, with minimal impact from foreign exchange risk, and no hedging measures implemented[40](index=40&type=chunk) [Employees and Remuneration Policy](index=16&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 employed **36 employees**, with employee benefit costs of approximately **27.3 million HKD**, including share option payments of approximately **16.6 million HKD**; the Company offers market-standard remuneration packages and other benefits Employees and Remuneration Information (As of June 30) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Number of Employees | 36 | 31 | | Employee Benefit Costs (thousand HKD) | 27,300 | 7,200 | | Of which Share Option Payments (thousand HKD) | 16,600 | - | [Capital Commitments and Contingent Liabilities](index=16&type=section&id=%E8%B3%87%E6%9C%AC%E6%89%BF%E6%93%94%E5%8F%8A%E6%88%96%E7%84%B6%E8%B2%A0%E5%82%B5) As of **June 30, 2025**, the Group had **capital commitments** of **3 million HKD** for its Web3.0 business but no contingent liabilities Capital Commitments and Contingent Liabilities (As of June 30) | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Web3.0 Business Capital Commitments | 3,000 | 0 | | Contingent Liabilities | 0 | 0 | [Use of Proceeds from Placing](index=17&type=section&id=%E9%85%8D%E5%94%AE%E4%BA%8B%E9%A0%85%E6%89%80%E5%BE%97%E6%AC%BE%E9%A0%85%E7%94%A8%E9%80%94) The first placing was completed on **March 6, 2025**, raising **net proceeds** of approximately **33.2 million HKD**; funds originally intended for expanding the US data center were reallocated to Web3.0 business development and general working capital due to increased costs from the tariff war - The first placing raised **net proceeds** of approximately **33,228,000 HKD**[43](index=43&type=chunk) Use of Net Proceeds from First Placing (As of June 30, 2025) | Purpose | Intended for (thousand HKD) | Reallocated (thousand HKD) | Utilized (thousand HKD) | Remaining (thousand HKD) | | :--- | :--- | :--- | :--- | :--- | | Web3.0 Development and New Opportunities | 11,621 | 2,000 | (13,621) | – | | Expansion and Upgrade of Big Data Centers | 3,553 | (3,553) | – | – | | R&D | 6,508 | – | (5,189) | 1,319 | | General Working Capital | 11,546 | 1,553 | (10,945) | 2,154 | | **Total** | **33,228** | **–** | **(29,755)** | **3,473** | - Funds originally intended for expanding the US data center were reallocated to Web3.0 business and general working capital due to significantly increased costs from the tariff war[44](index=44&type=chunk) [Events After the Reporting Period](index=18&type=section&id=%E5%A0%B1%E5%91%8A%E6%9C%9F%E5%BE%8C%E4%B9%8B%E9%87%8D%E5%A4%A7%E4%BA%8B%E9%A0%85) After the reporting period, the Company completed a second placing, raising **net proceeds** of approximately **54.4 million HKD**, signed a memorandum of understanding with South Pacific to develop and launch a regulated stablecoin, and gained **full control** of an Australian licensed cryptocurrency exchange through the acquisition of Rhino Trading; the placing price and subscription price for the third placing and subscription agreement have also been revised - The second placing was completed on **July 24, 2025**, raising **net proceeds** of approximately **54,400,000 HKD**[45](index=45&type=chunk) - A non-binding memorandum of understanding was signed with South Pacific Investment Limited to support its development and launch of a sovereign-regulated stablecoin[46](index=46&type=chunk) - Through the acquisition of **100%** equity interest in Rhino Trading, The Group gained **full control** of an Australian licensed cryptocurrency exchange to strengthen Web3.0 synergies[47](index=47&type=chunk) - The placing price/subscription price for the third placing agreement and subscription agreement have been revised from **3.85 HKD** to **3.10 HKD**[48](index=48&type=chunk)[49](index=49&type=chunk) [Review Report on Interim Financial Information](index=20&type=section&id=%E4%B8%AD%E6%9C%9F%E8%B2%A1%E5%8B%99%E8%B3%87%E6%96%99%E7%9A%84%E5%AF%A9%E9%96%B1%E5%A0%B1%E5%91%8A) [Review Report on Interim Financial Information](index=20&type=section&id=%E4%B8%AD%E6%9C%9F%E8%B2%A1%E5%8B%99%E8%B3%87%E6%96%99%E7%9A%84%E5%AF%A9%E9%96%B1%E5%A0%B1%E5%91%8A) UHY Mac & Co. has reviewed the Group's condensed consolidated financial information for the six months ended **June 30, 2025**, in accordance with Hong Kong Standard on Review Engagements 2410, and found no matters that cause them to believe the information was not prepared in accordance with Hong Kong Accounting Standard 34 - The **Review Report** was issued by UHY Mac & Co[54](index=54&type=chunk) - The scope of review was conducted in accordance with Hong Kong Standard on Review Engagements 2410, which is less than an audit, thus no audit opinion is expressed[52](index=52&type=chunk) - The conclusion is that no matters were found that cause them to believe the interim financial information was not prepared in all material respects in accordance with Hong Kong Accounting Standard 34[53](index=53&type=chunk) [Condensed Consolidated Financial Statements](index=22&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) [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=22&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 Group recorded a **loss** of **32.822 million HKD**, a significant increase from the **2.898 million HKD** loss in the same period last year, primarily impacted by decreased revenue and significantly increased R&D and administrative expenses Summary of Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30) | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (thousand HKD) | | :--- | :--- | :--- | :--- | | Revenue | 25,894 | 30,258 | (4,364) | | Cost of Sales and Services Provided | (21,282) | (23,286) | 2,004 | | Gross Profit | 4,612 | 6,972 | (2,360) | | Other Income and Other Net Losses | 1,688 | (1) | 1,689 | | R&D Expenses | (12,856) | – | (12,856) | | Administrative Expenses | (25,657) | (14,291) | (11,366) | | Impairment Loss (Provision) Reversal under Expected Credit Loss Model | (233) | 4,767 | (5,000) | | Loss Before Tax | (32,806) | (2,910) | (29,896) | | Loss for the Period | (32,822) | (2,898) | (29,924) | | Basic and Diluted Loss Per Share (HK cents) | (5.30) | (0.53) | (4.77) | [Condensed Consolidated Statement of Financial Position](index=24&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 Group's **total net assets** increased to **54.137 million HKD** from **36.829 million HKD** as of **December 31, 2024**, with growth in both non-current and current assets, and a significant improvement in **net current assets** Summary of Condensed Consolidated Statement of Financial Position (As of June 30) | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (thousand HKD) | | :--- | :--- | :--- | :--- | | **Non-current Assets** | | | | | Property, Plant and Equipment | 17,025 | 17,001 | 24 | | Right-of-Use Assets | 7,856 | 9,783 | (1,927) | | Prepayments and Deposits | 17,810 | 6,766 | 11,044 | | **Total Non-current Assets** | **44,164** | **35,437** | **8,727** | | **Current Assets** | | | | | Loans and Interest Receivable | 17,129 | 20,855 | (3,726) | | Trade Receivables | 6,530 | 7,555 | (1,025) | | Cash and Cash Equivalents | 3,540 | 2,091 | 1,449 | | **Total Current Assets** | **36,057** | **33,982** | **2,075** | | **Current Liabilities** | | | | | Total Current Liabilities | 22,944 | 27,064 | (4,120) | | **Net Current Assets** | **13,113** | **6,918** | **6,195** | | **Net Assets** | **54,137** | **36,829** | **17,308** | | **Total Equity** | **54,137** | **36,829** | **17,308** | [Condensed Consolidated Statement of Changes in Equity](index=26&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%AC%

Core Insights - The establishment of the "Hong Kong Digital Asset Listed Companies Association" marks a significant step in promoting digital assets in Hong Kong, with participation from over 80 listed companies and financial institutions [1][2] - The Hong Kong government is committed to fostering innovation in financial technology, with over 1,100 fintech companies operating in the region and a 15% annual growth rate [1][2] Group 1: Government Initiatives - The Hong Kong government plans to regularize the issuance of green bonds and explore tokenization applications in various sectors, including renewable energy [2] - A funding program has been launched to support projects with commercial potential, offering up to HKD 500,000 for tokenization certification and commercialization [2] Group 2: Participating Companies - A list of participating companies includes notable H-shares such as Guofu Quantum, China New Economy Investment, and Huya Capital, among others [3] - A-share participants include Zhaoxin Co. and Jingbeifang, while US-listed companies include Galaxy Digital and Amber [4]

Core Viewpoint - 加幂科技 reported a decline in revenue and increased losses for the six months ending June 30, 2025, indicating financial challenges ahead [1] Financial Performance - Revenue for the period was HKD 25.894 million, a decrease of 14.4% year-on-year [1] - Gross profit amounted to HKD 4.612 million, reflecting a year-on-year decline of 33.9% [1] - Loss attributable to owners of the company was HKD 32.822 million, compared to a loss of HKD 2.898 million in the same period last year [1] - Basic loss per share was HKD 0.053 [1]

Group 1 - The company, 加幂科技, reported a revenue of 25.894 million HKD for the six months ending June 30, 2025, representing a year-on-year decrease of 14.4% [1] - The net loss for the company widened to 32.822 million HKD, an increase of 1032.6% compared to the previous year [1] - The basic loss per share was reported at 5.30 HKD cents [1]

Core Viewpoint - 加幂科技 reported a decline in revenue and an increase in net loss for the six months ending June 30, 2025, indicating financial challenges ahead [1] Financial Performance - Revenue for the period was HKD 25.894 million, representing a year-on-year decrease of 14.4% [1] - The net loss amounted to HKD 32.822 million, which is a significant year-on-year increase of 1032.6% [1] - Basic loss per share was HKD 0.053 [1]

[Introduction and Regulatory Context](index=1&type=section&id=Introduction%20and%20Regulatory%20Context) [Disclaimer and Company Information](index=1&type=section&id=Disclaimer%20and%20Company%20Information) This announcement by PowerUp Technology Co. Ltd. discloses unaudited interim results for the six months ended June 30, 2025, complying with GEM Listing Rules, with the Board jointly responsible for its accuracy and completeness - PowerUp Technology Co. Ltd. (Stock Code: 8198) announced its unaudited condensed consolidated interim results for the six months ended June 30, 2025[2](index=2&type=chunk) - This announcement complies with the relevant requirements of the GEM Listing Rules of The Stock Exchange of Hong Kong Limited[2](index=2&type=chunk) - The Board of Directors includes executive directors Li Hongbin (Chairman), Huang Yibin, Xiong Jiayan, and independent non-executive directors Sun Yuqiang, Zhu Hehua, and Tang Yi[2](index=2&type=chunk) [GEM Listing Rules Context](index=3&type=section&id=GEM%20Listing%20Rules%20Context) The GEM market provides a listing platform for SMEs, which typically carry higher investment risks, requiring prudent investor evaluation; the Exchange disclaims responsibility for this report, while the Board assumes full accountability for its accuracy - The GEM market is positioned as a listing platform for small and medium-sized companies, whose securities may be subject to greater market volatility risks[5](index=5&type=chunk) - The Stock Exchange makes no representation as to the accuracy or completeness of this report and accepts no liability for it[6](index=6&type=chunk) - The company's directors jointly and individually assume full responsibility for the information in this report, confirming its accuracy, completeness, and absence of misleading or fraudulent content[7](index=7&type=chunk) [Management Discussion and Analysis](index=4&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=4&type=section&id=Business%20Review) The Group primarily operates big data center services, money lending, and Web3.0 businesses; big data center revenue decreased by **HKD 4.7 million** to **HKD 24.9 million**, while money lending revenue increased by **HKD 0.3 million** to **HKD 1 million**, and Web3.0 remains in R&D - The Group's main businesses include big data center services, money lending, and Web3.0 businesses[8](index=8&type=chunk) [Big Data Center Services](index=4&type=section&id=Big%20Data%20Center%20Services) The Group's big data center services generated **HKD 2.2 million** from the Hong Kong center (ceased operations June 2025) and **HKD 22.7 million** from the US center (commenced December 2023), with total revenue decreasing by **HKD 4.7 million** due to reduced Hong Kong contributions and US price volatility - The Hong Kong data center, with a maximum processing capacity of approximately **1,400 Kilowatts (kW)**, ceased operations in June 2025, generating approximately **HKD 2.2 million** in revenue during the reporting period[9](index=9&type=chunk) - The US data center, with a maximum processing capacity of approximately **11 Megawatts (MW)**, commenced operations in December 2023, generating approximately **HKD 22.7 million** in revenue during the reporting period[9](index=9&type=chunk) - Total revenue from big data center services was approximately **HKD 24.9 million**, a decrease of approximately **HKD 4.7 million** compared to the same period in 2024, primarily due to reduced contributions from the Hong Kong data center and price fluctuations in the US data center[9](index=9&type=chunk) Big Data Center Services Revenue Comparison | Metric | H1 2025 (Thousand HKD) | H1 2024 (Thousand HKD) | Change (Thousand HKD) | Change Rate | Remarks | | :--- | :--- | :--- | :--- | :--- | :--- | | Big Data Center Services Revenue | 24,900 | 29,600 | (4,700) | -15.88% | Reduced contribution from Hong Kong data center and price fluctuations in US data center | | Hong Kong Data Center Revenue | 2,200 | - | - | - | Ceased operations June 2025 | | US Data Center Revenue | 22,700 | - | - | - | Commenced operations December 2023 | [Money Lending Business](index=5&type=section&id=Money%20Lending%20Business) The Group's money lending business, operated by Fortune Rich Limited, saw a **HKD 30 million** loan extended with partial repayment and **HKD 44,000** provision, while another **HKD 3 million** loan was fully repaid, contributing **HKD 1 million** in revenue - Fortune Rich Limited obtained a money lender's license in Hong Kong in January 2020[10](index=10&type=chunk) - A **HKD 30 million** loan (annual interest rate of **10%**) matured on April 2, 2024, with the borrower failing to repay in full; **HKD 2 million** in partial interest was received, and approximately **HKD 18.7 million** in principal and interest was further settled after the due date[10](index=10&type=chunk) - As of June 30, 2025, cumulative provisions of approximately **HKD 44,000** have been made for this loan[11](index=11&type=chunk) - Another **HKD 3 million** loan (annual interest rate of **10%**) was fully repaid before its due date, with interest income of approximately **HKD 100,000** recorded during the reporting period[11](index=11&type=chunk) Money Lending Business Interest Income Comparison | Metric | H1 2025 (Thousand HKD) | H1 2024 (Thousand HKD) | Change (Thousand HKD) | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Money Lending Business Revenue | 1,000 | 700 | 300 | 42.86% | | Loan Interest Income | 900 | - | - | - | | Second Loan Interest Income | 100 | - | - | - | [Web3.0 Business](index=9&type=section&id=Web3.0%20Business) The Group actively pursued R&D in blockchain, Web3.0 applications, and infrastructure platforms during the period, recruiting talent for overseas market development, product operations, and blockchain-based financial services - The Group conducted R&D activities for blockchain, Web3.0 applications, and infrastructure platforms during the reporting period[20](index=20&type=chunk) - Talent in blockchain and related fields has been recruited, covering overseas market business development, product operations, and blockchain-based financial services[20](index=20&type=chunk) [Internal Control Procedures for Money Lending Business](index=6&type=section&id=Internal%20Control%20Procedures%20for%20Money%20Lending%20Business) The Group established internal control procedures for money lending, covering credit risk assessment, approval, ongoing monitoring of recoverability, and impairment policies to ensure risk management and safeguard shareholder interests - The Group has implemented internal control procedures aimed at ensuring risk management and safeguarding the interests of the company and its shareholders[13](index=13&type=chunk) - Key internal control procedures include credit risk assessment, credit approval, and ongoing monitoring of loan recoverability and collection[13](index=13&type=chunk) [Credit Risk Assessment](index=6&type=section&id=Credit%20Risk%20Assessment) The Money Lending Monitoring Team assesses potential clients' credit risk, including credit ratings, repayment capacity, and financial standing, with the Company Secretary verifying related party relationships and independent valuers appraising collateral - The Money Lending Monitoring Team (comprising the CEO, accounting, and company secretary department personnel) is responsible for credit risk assessment[13](index=13&type=chunk) - The assessment includes the potential client's credit rating, repayment ability, financial condition, and overall credit risk, along with a review of relevant documents[13](index=13&type=chunk) - The Company Secretary's Department verifies related party relationships, and management engages independent valuers to assess collateral value[15](index=15&type=chunk) [Credit Approval](index=7&type=section&id=Credit%20Approval) The Money Lending Monitoring Team prepares initial loan recommendations based on credit risk assessments, which the accounting team independently reviews for GEM Listing Rules compliance, with final applications submitted for Board or shareholder approval - The Money Lending Monitoring Team prepares preliminary recommendations based on credit risk assessment results, determining loan principal, interest rate, and term[15](index=15&type=chunk) - The accounting team conducts an independent evaluation of the application and performs a size test to ensure compliance with GEM Listing Rules[16](index=16&type=chunk) - Loan applications successfully passing the procedures are submitted to the Board of Directors or shareholders for approval[16](index=16&type=chunk) [Ongoing Monitoring of Loan Recoverability and Collection](index=8&type=section&id=Ongoing%20Monitoring%20of%20Loan%20Recoverability%20and%20Collection) The finance department maintains individual loan sub-accounts, verified by the CFO and CEO, while management and the monitoring team quarterly review loan recoverability and collection, initiating legal action for defaults - The finance department establishes independent sub-accounts for each borrower, recording loan principal, repayment schedules, and records, which are reviewed and approved by the Head of Finance and the CEO[18](index=18&type=chunk) - Management and the Money Lending Monitoring Team quarterly review loan collection status and recoverability to mitigate credit risk[18](index=18&type=chunk) - In case of client default, an overdue notice will be issued, and legal action may be taken after seeking legal advice[18](index=18&type=chunk) [Loan Impairment Policy](index=9&type=section&id=Loan%20Impairment%20Policy) Management assesses loan impairment based on factors like significant repayment delays, legal actions, collateral value decline, and unavailable borrower financial documents, appointing independent valuers for impairment loss provisions when such factors arise - Factors considered for loan impairment include significant delays in borrower repayment, the company taking legal action, a decline in collateral value, and the inability to obtain borrower financial documents[19](index=19&type=chunk)[21](index=21&type=chunk) - Upon identifying impairment factors, an independent valuer will be appointed to assess the provision for impairment losses on loans and interest receivable[19](index=19&type=chunk)

Group 1 - The core point of the article is that 加幂科技 (Gami Technology) has entered into a conditional sale agreement to acquire 80% of Rhino Trading Pty Ltd, which operates an online cryptocurrency trading platform [1] - Upon completion of the acquisition, Rhino Trading will become a wholly-owned subsidiary of Gami Technology, and its financial performance will be consolidated into the group's financial statements [1] - Rhino Trading Pty Ltd was established in Australia on November 16, 2021, and is registered with AUSTRAC to legally operate its cryptocurrency trading business [1] Group 2 - The buyer, 元思维创新有限公司 (Yuan Siwei Innovation Limited), is a wholly-owned subsidiary of Gami Technology, while the seller, Golden Cactus Pty Ltd, currently holds 80% of the target company's equity [1] - The target company provides digital currency trading services, including over-the-counter trading and remittance services involving cross-border transfers [1]

Core Viewpoint - The company, 加幂科技, plans to acquire 80% of Rhino Trading Pty Ltd for HKD 400,000, aiming to expand its presence in the Australian digital currency trading market [1][2]. Group 1: Acquisition Details - The acquisition involves the company's indirect wholly-owned subsidiary, 元思维创新有限公司, purchasing the stake from Golden Cactus Pty Ltd [1]. - Rhino Trading Pty Ltd operates an online digital currency trading platform, allowing members to buy and trade cryptocurrencies [1]. - The target company is registered with AUSTRAC, enabling it to legally operate its digital currency trading business in Australia [1]. Group 2: Strategic Rationale - The initial acquisition serves as a stepping stone for the company to expand into the Australian digital currency exchange and OTC trading business [2]. - The company has completed a comprehensive legal and financial due diligence on the target company [2]. - The decision to acquire the remaining 80% stake instead of exercising the option to purchase shares is based on the target's existing licensing, infrastructure, operational experience, and potential synergies with the company's existing Web3.0 ecosystem [2]. Group 3: Future Prospects - The company anticipates leveraging its 30% stake in a Web3.0 social media platform and its extensive mining customer network to rapidly expand the customer base of the target company's trading platform [2]. - Strategic integration of the company's platforms, facilities, and expertise is expected to optimize the target company's operations and enhance its market presence [2]. - The company projects potential improvements in the operational and financial performance of the target company under its management [2].