（於開曼群島註冊成立的有限公司） （股份代號：1107） 截 至2024年12月31日 止 年 度 之 全 年 業 績 公 告 全 年 業 績 當 代 置 業（中 國）有 限 公 司（「本 公 司」，連 同 其 附 屬 公 司 統 稱「本 集 團」） 董 事（「董 事」，各 自 為 一 名「董 事」）會（「董 事 會」）謹 此 宣 佈 本 集 團 截 至 2024年12月31日 止 年 度 之 經 審 核 合 併 業 績 及 上 一 財 政 年 度 之 比 較 數 字 如 下： 香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 公 告 的 內 容 概 不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 就 因 本 公 告 全 部 或 任 何 部 分 內 容 而 產 生 或 因 倚 賴 該 等 內 容 而 引 致 的 任 何 損 失 承 擔 任 何 責 任。 – 1 – 合 併 損 益 及 其 他 全 面 收 入 報 表 MODERN LAND (CHINA) CO., LIMITED 當代置業（中國） ...

香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 公 告 的 內 容 概 不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 就 因 本 公 告 全 部 或 任 何 部 分 內 容 而 產 生 或 因 倚 賴 該 等 內 容 而 引 致 的 任 何 損 失 承 擔 任 何 責 任。 MODERN LAND (CHINA) CO., LIMITED 當代置業（中國）有限公司 （於開曼群島註冊成立的有限公司） （股份代號：1107） | | | | | | | | | | | | | 2024年 | | | | | | | | | | | | | | | | | | 2023年 | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- ...

香 港 交 易 及 結 算 所 有 限 公 司 及 香 港 聯 合 交 易 所 有 限 公 司 對 本 公 告 的 內 容 概 不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 就 因 本 公 告 全 部 或 任 何 部 分 內 容 而 產 生 或 因 倚 賴 該 等 內 容 而 引 致 的 任 何 損 失 承 擔 任 何 責 任。 MODERN LAND (CHINA) CO., LIMITED 當代置業（中國）有限公司 （於開曼群島註冊成立的有限公司） （股份代號：1107） 截 至2023年12月31日 止 年 度 之 全 年 業 績 公 告 全 年 業 績 當 代 置 業（中 國）有 限 公 司（「本 公 司」，連 同 其 附 屬 公 司 統 稱「本 集 團」） 董 事（「董 事」，各 自 為 一 名「董 事」）會（「董 事 會」）謹 此 宣 佈 本 集 團 截 至 2023年12月31日 止 年 度 之 經 審 核 合 併 業 績 及 上 一 財 政 年 度 之 比 較 數 字 如 下： – 1 – 合 併 損 益 及 其 他 全 面 收 入 ...

[Financial Performance Summary](index=1&type=section&id=Financial%20Performance%20Summary) The company reported significant revenue growth for the eighteen months ended June 30, 2025, but gross profit and net profit for the period turned into losses Comparison of Key Financial Indicators | Indicator | 18 Months Ended June 30, 2025 (RMB '000) | Year Ended December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | Revenue | 938,123 | 445,214 | | Gross (Loss) Profit | (12,215) | 147,260 | | (Loss) Profit for the Period/Year | (108,752) | 67,517 | [Consolidated Financial Statements](index=2&type=section&id=Consolidated%20Financial%20Statements) This section details the company's financial performance and asset-liability structure through the consolidated statement of profit or loss and other comprehensive income and the consolidated statement of financial position [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) Revenue grew substantially, but higher cost of sales and increased income tax expense led to a significant loss for the period Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | 18 Months Ended June 30, 2025 (RMB '000) | Year Ended December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | Revenue | 938,123 | 445,214 | | Cost of Sales | (950,338) | (297,954) | | Gross (Loss) Profit | (12,215) | 147,260 | | (Loss) Profit Before Tax | (70,472) | 76,699 | | Income Tax Expense | (38,280) | (9,182) | | (Loss) Profit for the Period/Year | (108,752) | 67,517 | | (Loss) Earnings Per Share – Basic and Diluted (RMB) | (0.11) | 0.09 | [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) Non-current assets significantly decreased, cash and cash equivalents declined, and share capital increased while reserves decreased, maintaining stable net current assets Key Data from Consolidated Statement of Financial Position | Indicator | June 30, 2025 (RMB '000) | December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | **Non-current assets** | | | | Property, plant and equipment | 29,294 | 107,149 | | Total non-current assets | 42,317 | 125,126 | | **Current assets** | | | | Inventories | 71,970 | 98,272 | | Trade receivables | 228,153 | 92,300 | | Cash and cash equivalents | 54,644 | 199,186 | | Total current assets | 365,887 | 397,650 | | **Current liabilities** | | | | Total current liabilities | 55,593 | 85,841 | | Net current assets | 310,294 | 311,809 | | Total assets less current liabilities | 352,611 | 436,935 | | Total equity | 352,611 | 436,935 | [Notes to the Consolidated Financial Statements](index=5&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) This section details the basis of preparation, accounting policies, segment information, revenue recognition, and composition of expenses and assets, noting a change in financial year-end and a significant subsidiary disposal [1. General Information](index=5&type=section&id=1.%20General%20Information) Zhengwei Group Holdings Limited, incorporated in the Cayman Islands and listed on the HKEX in 2023, primarily trades and processes dried foods in China - The company was incorporated in the Cayman Islands on June 30, 2020, and listed on the Main Board of the Hong Kong Stock Exchange on **January 13, 2023**[7](index=7&type=chunk) - The Group primarily engages in the procurement, processing, and trading of dried mountain delicacies, snacks, dried aquatic products, grains, baked goods, and seasonings in China[7](index=7&type=chunk) [2. Adoption of New and Revised Hong Kong Financial Reporting Standards](index=5&type=section&id=2.%20Adoption%20of%20New%20and%20Revised%20Hong%20Kong%20Financial%20Reporting%20Standards) The Group adopted new HKFRS amendments with no material impact, and HKFRS 18, effective 2027, will affect profit or loss presentation but not financial position - Amendments to Hong Kong Financial Reporting Standards applied for the first time in the current period had no material impact on the Group's financial position and performance[9](index=9&type=chunk) - HKFRS 18 "Presentation and Disclosure in Financial Statements" will be effective on **January 1, 2027**, and is expected to affect the presentation and disclosure in the statement of profit or loss but not materially impact financial position and performance[12](index=12&type=chunk) [3. Basis of Preparation of Consolidated Financial Statements and Significant Accounting Policies Information](index=7&type=section&id=3.%20Basis%20of%20Preparation%20of%20Consolidated%20Financial%20Statements%20and%20Significant%20Accounting%20Policies%20Information) Consolidated financial statements are prepared under HKFRS on a going concern and historical cost basis, with a change in financial year-end to June 30, making the 18-month current period incomparable to the 12-month prior period - The company changed its financial year-end date from December 31 to June 30, resulting in the current period covering **18 months** (January 1, 2024, to June 30, 2025), which is not directly comparable to the **12-month** comparative period (January 1, 2023, to December 31, 2023)[14](index=14&type=chunk) - The consolidated financial statements are prepared on a **going concern** and **historical cost basis**[15](index=15&type=chunk)[16](index=16&type=chunk) [4. Segment Information](index=8&type=section&id=4.%20Segment%20Information) The Group's manufacturing business performed poorly despite expanding into baked goods, while the trading business saw significant revenue growth, with all operations in China - The Group's operating segments include manufacturing (production and sale of snacks, packaged dried foods, baked goods) and trading (procurement and sale of dried preserved fruits, nuts, etc.)[23](index=23&type=chunk) - For the eighteen months ended June 30, 2025, the company expanded its baked goods manufacturing business, but its financial performance was unsatisfactory, leading to an impairment loss of approximately **RMB 4,282,000** on related plant and machinery[22](index=22&type=chunk)[50](index=50&type=chunk)[51](index=51&type=chunk) Comparison of Segment Revenue and Results | Segment | 18 Months Ended June 30, 2025 (RMB '000) | Year Ended December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | **External Sales** | | | | Manufacturing | 32,040 | 406,199 | | Trading | 906,083 | 39,015 | | **Reportable Segment (Loss) Profit** | | | | Manufacturing | (80,219) | 73,199 | | Trading | 12,998 | 13,372 | - All of the Group's external sales revenue is derived from customers within China, and all non-current assets are also located in China[27](index=27&type=chunk) [5. Revenue](index=12&type=section&id=5.%20Revenue) Revenue is primarily from sales of various dried and baked foods, recognized upon delivery, with provisions for return rights and discounts Revenue by Major Product Line | Product Category | 18 Months Ended June 30, 2025 (RMB '000) | Year Ended December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | Dried Mountain Delicacies | 547,028 | 112,060 | | Snacks | 24,091 | 232,984 | | Dried Aquatic Products | 167,151 | 72,888 | | Grains | 9,831 | 22,955 | | Baked Goods | 30,064 | 991 | | Seasonings and Others | 159,958 | 3,336 | | **Total Revenue** | **938,123** | **445,214** | - Revenue is recognized when control over the goods and products is transferred (i.e., delivered), typically when goods are shipped to the specified location, risks are transferred, and the customer accepts them[36](index=36&type=chunk) - Some food sales contracts offer return rights and discounts, with revenue recognized at the price net of estimated discounts, and corresponding refund liabilities and right-to-return assets recognized[37](index=37&type=chunk) [6. Other Income](index=15&type=section&id=6.%20Other%20Income) Other income, mainly government grants and interest, decreased due to reduced grants, despite a slight increase in interest income Composition of Other Income | Category | 18 Months Ended June 30, 2025 (RMB '000) | Year Ended December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | Interest income | 730 | 646 | | Government grants | 3,455 | 5,709 | | **Total** | **4,185** | **6,355** | - Government grants primarily include listing incentives, agricultural development incentives, revenue growth and new technology industrial enterprise incentives, and agricultural brand development incentives[40](index=40&type=chunk) [7. Net Other Gains and Losses](index=16&type=section&id=7.%20Net%20Other%20Gains%20and%20Losses) Net other losses expanded significantly due to increased losses on asset disposals and exchange losses, partially offset by gains from the Disposed Group's sale Composition of Net Other Gains and Losses | Category | 18 Months Ended June 30, 2025 (RMB '000) | Year Ended December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | Gain on disposal of the Disposed Group | 2,451 | – | | Loss on disposal of property, plant and equipment | (6,503) | (2) | | Net exchange losses | (896) | (162) | | **Total** | **(4,948)** | **(164)** | [8. Finance Costs](index=16&type=section&id=8.%20Finance%20Costs) Finance costs significantly decreased due to reduced interest expenses on bank and other borrowings Composition of Finance Costs | Category | 18 Months Ended June 30, 2025 (RMB '000) | Year Ended December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | Interest expense on bank and other borrowings | 81 | 2,902 | | Interest expense on leases | – | 2 | | **Total** | **81** | **2,904** | [9. (Loss) Profit Before Tax](index=17&type=section&id=9.%20%28Loss%29%20Profit%20Before%20Tax) Loss before tax was driven by employee costs, depreciation, and significantly increased cost of sales due to inventory write-downs, despite lower R&D costs Major Deductions (and Additions) for (Loss) Profit Before Tax | Category | 18 Months Ended June 30, 2025 (RMB '000) | Year Ended December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | Employee costs | 23,589 | 48,941 | | Depreciation expense | 15,873 | 6,233 | | Cost of sales | 950,338 | 297,954 | | Of which: Write-down of inventories | 36,880 | – | | Impairment losses recognized, net of reversal | (334) | 334 | | Research and development costs recognized | 8,070 | 18,319 | | Auditor's remuneration | 915 | 660 | | Listing expenses | – | 4,515 | [10. Income Tax Expense](index=18&type=section&id=10.%20Income%20Tax%20Expense) Income tax expense significantly increased, mainly due to taxes on distributable profits from PRC subsidiaries and no preferential high-tech enterprise tax rates Composition of Income Tax Expense | Category | 18 Months Ended June 30, 2025 (RMB '000) | Year Ended December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | PRC enterprise income tax – Current tax | 38,746 | 8,926 | | PRC enterprise income tax – (Over-provision) Under-provision in prior period/year | (433) | 107 | | Deferred tax expense – Current year | (33) | 149 | | **Total Income Tax Expense** | **38,280** | **9,182** | - The statutory PRC enterprise income tax rate is **25%**, but Jiangxi Zhengwei Food Co., Ltd. and Guangchang County Zhenglian Biotechnology Co., Ltd. previously qualified as high-tech enterprises, enjoying a preferential tax rate of **15%**[44](index=44&type=chunk) - Enterprises engaged in research and development activities are entitled to claim **100%** of their R&D expenses as deductible expenses[44](index=44&type=chunk) [11. Dividends](index=19&type=section&id=11.%20Dividends) The company neither paid nor declared any dividends during or after the reporting period - The company neither paid nor declared dividends for the eighteen months ended June 30, 2025, and the year ended December 31, 2023, nor were any dividends declared after the reporting period[45](index=45&type=chunk) [12. (Loss) Earnings Per Share](index=19&type=section&id=12.%20%28Loss%29%20Earnings%20Per%20Share) Basic and diluted earnings per share shifted from a profit of **RMB 0.09** to a loss of **RMB 0.11**, reflecting a significant net profit decline Calculation of (Loss) Earnings Per Share | Indicator | 18 Months Ended June 30, 2025 | Year Ended December 31, 2023 | | :--- | :--- | :--- | | (Loss) Profit for the Period/Year Attributable to Owners of the Company (RMB '000) | (108,752) | 67,517 | | Weighted Average Number of Ordinary Shares ('000 shares) | 965,850 | 793,425 | | **Basic and Diluted (Loss) Earnings Per Share (RMB)** | **(0.11)** | **0.09** | - As there were no potential dilutive ordinary shares outstanding during the reporting period, the diluted earnings per share amount is the same as the basic earnings per share amount[47](index=47&type=chunk) [13. Property, Plant and Equipment](index=20&type=section&id=13.%20Property%2C%20Plant%20and%20Equipment) Net book value of property, plant, and equipment significantly decreased due to asset derecognition from the Disposed Group's sale and impairment losses on plant and machinery Net Book Value of Property, Plant and Equipment | Category | June 30, 2025 (RMB '000) | December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | Buildings | – | 38,970 | | Leasehold improvements | – | 1,277 | | Plant and machinery | 29,244 | 66,081 | | Furniture, fixtures and office equipment | 50 | 712 | | Motor vehicles | – | 109 | | **Total** | **29,294** | **107,149** | - As of June 30, 2025, an impairment loss of approximately **RMB 4,282,000** was recognized on related plant and machinery due to the unsatisfactory performance of the baked goods production and sales business[50](index=50&type=chunk)[51](index=51&type=chunk) [14. Inventories](index=22&type=section&id=14.%20Inventories) Inventory structure shifted, with raw materials and self-produced finished goods becoming zero, while purchased finished goods significantly increased, leading to an overall inventory decrease Composition of Inventories | Category | June 30, 2025 (RMB '000) | December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | Raw materials | – | 50,340 | | Finished goods | – | 43,536 | | Finished goods – purchased for resale | 71,970 | 4,730 | | Less: Impairment | – | (334) | | **Total** | **71,970** | **98,272** | [15. Trade Receivables](index=22&type=section&id=15.%20Trade%20Receivables) Trade receivables significantly increased, with a higher proportion over one month and recognized impairment losses Trade Receivables and Aging Analysis | Indicator/Aging | June 30, 2025 (RMB '000) | December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | Trade receivables from customer contracts | 228,257 | 92,300 | | Less: Impairment | (104) | – | | **Net amount** | **228,153** | **92,300** | | **Aging analysis** | | | | Within 1 month | 109,028 | 62,392 | | 1 to 2 months | 56,963 | 29,908 | | 2 to 3 months | 41,784 | – | | 3 to 6 months | 20,482 | – | - The Group generally grants credit periods of **30 to 90 days** to its customers[53](index=53&type=chunk) - An impairment loss of **RMB 104,000** on trade receivables was recognized during the reporting period[55](index=55&type=chunk) [16. Trade Payables, Other Payables and Accrued Expenses](index=23&type=section&id=16.%20Trade%20Payables%2C%20Other%20Payables%20and%20Accrued%20Expenses) Trade payables slightly decreased, and other payables and accrued expenses significantly declined, mainly due to reduced accrued salaries and expenses Trade Payables, Other Payables and Accrued Expenses | Category | June 30, 2025 (RMB '000) | December 31, 2023 (RMB '000) | | :--- | :--- | :--- | | Trade payables | 46,722 | 48,360 | | Other payables and accrued expenses | 8,871 | 16,774 | | Of which: Amounts due to shareholders | 3,092 | – | | Of which: Accrued salaries | 285 | 8,266 | | **Total** | **55,593** | **65,134** | - The payment terms for trade payables are generally a maximum of **30 days**[55](index=55&type=chunk) [17. Share Capital](index=24&type=section&id=17.%20Share%20Capital) Share capital increased due to a capitalization issue and two new share placings, both aimed at raising working capital and expanding the shareholder base Movements in Issued and Fully Paid Share Capital | Event | Number of Shares | Amount (RMB '000) | | :--- | :--- | :--- | | January 1, 2023 | 5,263,200 | 372 | | Capitalization issue | 594,736,800 | 41,313 | | Issue of new shares upon listing | 200,000,000 | 13,895 | | December 31, 2023 and January 1, 2024 | 800,000,000 | 55,580 | | First placing of shares | 160,000,000 | 11,364 | | Second placing of shares | 160,000,000 | 11,454 | | **June 30, 2025** | **1,120,000,000** | **78,398** | - The company completed the first placing of **160,000,000** new shares on **June 5, 2024**, at a placing price of **HK$0.138** per share, raising net proceeds of approximately **HK$20.72 million** for general working capital[61](index=61&type=chunk)[119](index=119&type=chunk) - The company completed the second placing of **160,000,000** new shares on **January 6, 2025**, at a placing price of **HK$0.038** per share, raising net proceeds of approximately **HK$5.76 million** for general working capital[64](index=64&type=chunk)[122](index=122&type=chunk) - The Directors believe both placings strengthened the Group's financial position, provided additional working capital, and offered an opportunity to broaden the company's shareholder and capital base[119](index=119&type=chunk)[121](index=121&type=chunk) [18. Disposal of the Disposed Group](index=27&type=section&id=18.%20Disposal%20of%20the%20Disposed%20Group) The Group was compelled to dispose of its 100% equity in Jiangxi Zhengwei Food Co., Ltd., generating a gain, but auditor issued a qualified opinion due to uncooperative buyer and insufficient records - Due to Fujian Jia Zhi Wei Food's failure to pay **RMB 38,190,000** for food supplies, a legal settlement led the company to agree to dispose of its **100%** equity interest in Jiangxi Zhengwei Food Co., Ltd. (the Disposed Group)[65](index=65&type=chunk)[67](index=67&type=chunk)[69](index=69&type=chunk) - The disposal was completed on **June 13, 2025**, upon which the Group lost control over the Disposed Group and recognized a gain of approximately **RMB 2,451,000**[70](index=70&type=chunk) - Due to the uncooperative buyer of the Disposed Group, the company's management was unable to access sufficient books and records of the derecognized Disposed Group, making it impossible to ascertain whether the Disposed Group's assets, liabilities, income, and expenses were fairly presented and properly reflected[71](index=71&type=chunk)[81](index=81&type=chunk) Gain Analysis on Disposal of the Disposed Group | Category | RMB '000 | | :--- | :--- | | Total settlement amount | 45,279 | | Net assets disposed of | (43,654) | | Reclassification of property revaluation reserve on disposal of the Disposed Group | 826 | | **Gain on disposal of the Disposed Group** | **2,451** | [Excerpt from Independent Auditor's Report](index=32&type=section&id=Excerpt%20from%20Independent%20Auditor%27s%20Report) The independent auditor issued a qualified opinion on the Group's consolidated financial statements due to insufficient accounting records related to the Disposed Group's disposal [Qualified Opinion](index=32&type=section&id=Qualified%20Opinion) The auditor issued a qualified opinion, stating that, except for the noted basis, the consolidated financial statements fairly reflect the Group's financial position, performance, and cash flows - The independent auditor issued a **qualified opinion** on the Group's consolidated financial statements for the eighteen months ended June 30, 2025[79](index=79&type=chunk) [Basis for Qualified Opinion](index=32&type=section&id=Basis%20for%20Qualified%20Opinion) The qualified opinion stems from the uncooperative buyer of the Disposed Group, preventing access to sufficient records and audit evidence to confirm the fair presentation of its financial data - The primary basis for the qualified opinion is the **insufficient accounting records** related to the disposal of the Disposed Group for the eighteen months ended June 30, 2025[80](index=80&type=chunk) - Due to the uncooperative buyer of the Disposed Group, the company's management was unable to access sufficient books and records of the derecognized Disposed Group, preventing the auditor from obtaining sufficient and appropriate audit evidence[81](index=81&type=chunk)[82](index=82&type=chunk) - The auditor could not be satisfied that the Disposed Group's assets, liabilities, income, and expenses were fairly presented and properly reflected as of **January 1, 2023**, **December 31, 2023**, and the disposal date, and for the period[82](index=82&type=chunk) [Opinion of the Board and Audit Committee on the Qualified Opinion](index=34&type=section&id=Opinion%20of%20the%20Board%20and%20Audit%20Committee%20on%20the%20Qualified%20Opinion) The Board and Audit Committee concurred with the auditor's qualified opinion, acknowledging that the uncooperative buyer prevented access to necessary records - The Board and Audit Committee concurred with the auditor's opinion and confirmed their agreement with the basis for the qualified opinion[84](index=84&type=chunk)[86](index=86&type=chunk) - The Board believes all reasonable steps were taken to communicate with the Disposed Group's buyer to access records, but the buyer remained uncooperative[86](index=86&type=chunk) [Management Discussion and Analysis](index=35&type=section&id=Management%20Discussion%20and%20Analysis) This section reviews business operations, financial performance, liquidity, and future outlook, noting a shift from manufacturing to trading, increased revenue, decreased profitability, and capital raised through share placings [Business Review](index=35&type=section&id=Business%20Review) The Group, primarily trading and producing dried and baked foods in China, ceased manufacturing, and plans to develop new snacks, increase marketing, and expand sales channels - The Group primarily engages in the trading of dried agricultural and sideline products and baked goods in Jiangxi Province, China (secondarily in Fujian and Hubei Provinces), followed by the production of related products[87](index=87&type=chunk) - The Group's manufacturing business ceased operations in **2025**, with a decision on resuming production dependent on future business and market developments[88](index=88&type=chunk) - In the future, the Group will continue to increase marketing efforts and expand sales channels, including expanding supermarket sales networks and promotional counter networks in Southeast China (especially Fujian Province), collaborating with chain supermarket customers, and advertising through traditional and social media platforms[93](index=93&type=chunk) [Financial Performance Analysis](index=37&type=section&id=Financial%20Performance%20Analysis) Revenue significantly increased, but higher cost of sales, reduced other income, and increased income tax expense led to a substantial loss for the period - During the reporting period, the Group's total revenue was approximately **RMB 938.1 million**, an increase of approximately **110.7%** from approximately **RMB 445.2 million** in the 2023 financial year, primarily due to an increase of approximately **RMB 685.9 million** in sales of dried foods, seasonings, and other trading goods[94](index=94&type=chunk) - Cost of sales was approximately **RMB 950.3 million**, an increase of approximately **218.9%** from approximately **RMB 298.0 million** in the 2023 financial year, primarily due to rising direct material costs[95](index=95&type=chunk) - A gross loss of approximately **RMB 12.2 million** was recorded during the reporting period, compared to a gross profit of approximately **RMB 147.3 million** in the 2023 financial year, mainly due to a significant increase in direct material costs and inventory write-offs[96](index=96&type=chunk) - Income tax expense increased from approximately **RMB 9.2 million** in the 2023 financial year to approximately **RMB 38.3 million** in the reporting period, primarily due to taxes paid on distributable profits by PRC subsidiaries and the absence of subsidiaries enjoying preferential tax rates for high-tech enterprises[102](index=102&type=chunk) - Based on the above reasons, the Group recorded a loss of approximately **RMB 108.8 million** during the reporting period, compared to a profit of approximately **RMB 67.5 million** in the 2023 financial year[103](index=103&type=chunk) [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) Net current assets remained stable, but cash and cash equivalents significantly decreased, and the gearing ratio dropped to zero due to reduced borrowings - The Group's net current assets were approximately **RMB 310.3 million** as of June 30, 2025, remaining relatively stable compared to approximately **RMB 311.8 million** as of December 31, 2023[104](index=104&type=chunk) - As of June 30, 2025, the Group's cash and cash equivalents were approximately **RMB 54.6 million**, a decrease of approximately **72.6%** from approximately **RMB 199.2 million** as of December 31, 2023[108](index=108&type=chunk) Net Cash Flows | Cash Flow Category | Reporting Period (RMB '000) | 2023 Financial Year (RMB '000) | | :--- | :--- | :--- | | Net cash (used in) generated from operating activities | (157,197) | 36,595 | | Net cash generated from (used in) investing activities | 5,681 | (79,909) | | Net cash generated from financing activities | 6,974 | 85,669 | | Net (decrease) increase in cash and cash equivalents | (144,542) | 42,355 | - The gearing ratio decreased from approximately **4.0%** in the 2023 financial year to **zero** in the reporting period, primarily due to a reduction in total borrowings of approximately **RMB 18.2 million**[109](index=109&type=chunk) [Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures](index=40&type=section&id=Material%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%2C%20Associates%20and%20Joint%20Ventures) The Group was compelled to dispose of its 100% equity in Jiangxi Zhengwei Food Co., Ltd. due to non-payment, completing the sale on June 13, 2025, and derecognizing its financial statements - Due to Fujian Jia Zhi Wei Food's failure to pay **RMB 38,190,000** for food supplies, a legal settlement led the company to agree to dispose of its **100%** equity interest in Jiangxi Zhengwei Food Co., Ltd. (the Disposed Group)[112](index=112&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk) - The disposal was completed on **June 13, 2025**, and the Disposed Group is no longer a subsidiary of the company, with its financial statements derecognized from consolidation[114](index=114&type=chunk) - The Board believes that the Disposed Group was not a major subsidiary of the company, and its financial statements no longer being consolidated will not have any material adverse impact on the Group's business operations and financial position[115](index=115&type=chunk) [Contingent Liabilities](index=41&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no contingent liabilities - As of **June 30, 2025**, the Group had no contingent liabilities[116](index=116&type=chunk) [Foreign Exchange Risk](index=41&type=section&id=Foreign%20Exchange%20Risk) The Group has no foreign currency hedging policy but monitors foreign exchange risk and will consider hedging when necessary - The Group currently has no foreign currency hedging policy, but management monitors foreign exchange risk and will consider appropriate hedging measures when necessary in the future[117](index=117&type=chunk) [Placing of New Shares under General Mandate](index=42&type=section&id=Placing%20of%20New%20Shares%20under%20General%20Mandate) The company completed two new share placings, issuing **320,000,000** shares for **HK$26.48 million** in net proceeds, used for working capital to strengthen finances and increase liquidity - The company completed the first placing of **160,000,000** new shares on **June 5, 2024**, at a placing price of **HK$0.138** per share, raising net proceeds of approximately **HK$20.72 million**, which were fully utilized for general working capital[119](index=119&type=chunk) - The company completed the second placing of **160,000,000** new shares on **January 6, 2025**, at a placing price of **HK$0.038** per share, raising net proceeds of approximately **HK$5.76 million**, which were fully utilized for general working capital[122](index=122&type=chunk) - The Directors believe both placings strengthened the Group's financial position, provided additional working capital, and offered an opportunity to broaden the company's shareholder and capital base[119](index=119&type=chunk)[121](index=121&type=chunk) [Employees and Remuneration](index=43&type=section&id=Employees%20and%20Remuneration) Employee count significantly decreased to **32** due to dismissals, with remuneration based on performance, qualifications, experience, Group results, and market conditions - As of **June 30, 2025**, the Group had **32** employees, compared to **755** employees as of December 31, 2023, with the reduction primarily due to the dismissal of production and sales personnel[123](index=123&type=chunk) - The Group's remuneration policy is determined by reference to individual employee performance, qualifications, experience, as well as the Group's results and recent market conditions[123](index=123&type=chunk) [Events After the Reporting Period](index=44&type=section&id=Events%20After%20the%20Reporting%20Period) No significant events occurred after the reporting period and up to the announcement date - There were no significant events after the reporting period and up to the date of this announcement[124](index=124&type=chunk) [Future Plans for Material Investments or Capital Assets](index=44&type=section&id=Future%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets) As of June 30, 2025, the Group had no future plans for material investments or capital assets - As of **June 30, 2025**, the Group had no future plans for material investments or capital assets[125](index=125&type=chunk) [Purchase, Redemption or Sale of the Company's Listed Securities](index=44&type=section&id=Purchase%2C%20Redemption%20or%20Sale%20of%20the%20Company%27s%20Listed%20Securities) Neither the company nor its subsidiaries purchased, redeemed, or sold any of the company's listed securities during the reporting period - During the reporting period, neither the company nor its subsidiaries purchased, redeemed, or sold any of the company's listed securities[126](index=126&type=chunk) [Corporate Governance Practices](index=44&type=section&id=Corporate%20Governance%20Practices) The company adheres to high corporate governance standards, complying with all code provisions except for the combined Chairman and CEO roles, and recommended no final dividend [Corporate Governance Practices](index=44&type=section&id=Corporate%20Governance%20Practices) The company maintains high corporate governance standards, complying with all code provisions except for the combined Chairman and CEO roles - The company is committed to maintaining high corporate governance standards and complies with the Corporate Governance Code set out in Appendix C1 of the Listing Rules[127](index=127&type=chunk) - During the reporting period, the company complied with all applicable code provisions of the Corporate Governance Code, except for the combined roles of Chairman and Chief Executive Officer[127](index=127&type=chunk) [Chairman and Chief Executive Officer](index=44&type=section&id=Chairman%20and%20Chief%20Executive%20Officer) Mr. Yang Shengyao concurrently holds Chairman and CEO roles, a deviation from governance code, but the Board deems it in the Group's best interest for now - Mr. Yang Shengyao concurrently serves as the Chairman and Chief Executive Officer of the company's Board, an arrangement that deviates from code provision C.2.1 of the Corporate Governance Code[128](index=128&type=chunk) - The Board believes that Mr. Yang's dual role facilitates effective management and business development, serving the Group's best interests, and will continue to review and consider separating the roles in due course[128](index=128&type=chunk) [Standard Code for Securities Transactions by Directors of Listed Issuers](index=45&type=section&id=Standard%20Code%20for%20Securities%20Transactions%20by%20Directors%20of%20Listed%20Issuers) The company adopted the Standard Code for Securities Transactions by Directors, and all Directors confirmed compliance during the reporting period - The company has adopted the Standard Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules, and all Directors confirmed compliance with the code during the reporting period[129](index=129&type=chunk) [Final Dividend](index=45&type=section&id=Final%20Dividend) The Board recommended no final dividend for the reporting period - The Board recommended not to pay a final dividend for the reporting period (2023 financial year: nil)[130](index=130&type=chunk) [Audit Committee](index=45&type=section&id=Audit%20Committee) The Audit Committee, composed of three independent non-executive directors, oversees internal controls, risk management, and financial reporting, confirming compliance with accounting standards - The Audit Committee comprises **three independent non-executive directors**, with Mr. Yu Chi Kit as Chairman[131](index=131&type=chunk) - The Audit Committee's primary responsibilities include overseeing the Group's internal controls, risk management, financial information disclosure, and financial reporting matters[131](index=131&type=chunk) - The Audit Committee reviewed the Group's audited annual results for the reporting period and deemed the preparation of the relevant financial statements to be in compliance with applicable accounting standards and requirements, with adequate disclosures made[131](index=131&type=chunk) [Scope of Work of the Company's Auditor](index=46&type=section&id=Scope%20of%20Work%20of%20the%20Company%27s%20Auditor) The auditor reconciled figures in this announcement with the annual consolidated financial statements, clarifying that this work does not constitute an assurance engagement - The company's auditor has reconciled the figures in the consolidated statement of financial position, consolidated statement of profit or loss and other comprehensive income, and their related notes contained in this announcement with those in the Group's annual consolidated financial statements[132](index=132&type=chunk) - The work performed by the auditor in this regard does not constitute an assurance engagement conducted in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements, or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants[132](index=132&type=chunk) [Public Float](index=46&type=section&id=Public%20Float) As of the announcement date, the company maintained an adequate public float as required by the Listing Rules - As of the date of this announcement, the company has maintained an adequate public float as required by the Listing Rules[133](index=133&type=chunk) [Publication of Annual Results and Annual Report](index=46&type=section&id=Publication%20of%20Annual%20Results%20and%20Annual%20Report) This annual results announcement is published on the HKEX and company websites, with the full annual report available in due course - This annual results announcement is published on the HKEX website (www.hkex.com.hk) and the company's website (www.zhengwei100.com)[134](index=134&type=chunk) - The annual report for the reporting period, containing all information required by Appendix D2 of the Listing Rules, will be available for inspection on the same websites in due course[134](index=134&type=chunk) [Acknowledgement](index=46&type=section&id=Acknowledgement) The Group extends sincere gratitude to shareholders, partners, customers for their support, and employees for their efforts - The Group sincerely thanks its loyal shareholders, partners, and customers for their continuous support, and its employees for their hard work and contributions[135](index=135&type=chunk) [By Order of the Board](index=46&type=section&id=By%20Order%20of%20the%20Board) This announcement is issued by Mr. Yang Shengyao on behalf of the Board, listing executive and independent non-executive directors - This announcement is issued by Mr. Yang Shengyao, Chairman of the Board, on behalf of the Board[136](index=136&type=chunk) - As of the announcement date, the executive directors are Mr. Yang Shengyao and Ms. Lin Qiuyun; the independent non-executive directors are Mr. Hu Ruiwo, Mr. Ye Sangzhi, and Mr. Yu Chi Kit[137](index=137&type=chunk)

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對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的任何損失承擔任何責任。 Sandmartin International Holdings Limited 聖馬丁國際控股有限公司* （於百慕達註冊成立之有限公司） （股份代號：482） 截至二零二五年六月三十日止六個月 中期業績公告 財務摘要 * 僅供識別 1 － 截至二零二五年六月三十日止六個月，本集團的未經審核收益約225,300,000 港元，較去年同期約312,100,000港元減少約27.8%。 － 截至二零二五年六月三十日止六個月，本公司擁有人應佔虧損約40,200,000 港元（截至二零二四年六月三十日止六個月：溢利約18,000,000港元）。 － 截至二零二五年六月三十日止六個月，每股基本虧損約3.26港仙（截至二零 二四年六月三十日止六個月：每股盈利約1.46港仙）。 － 董事會已決議不就截至二零二五年六月三十日止六個月宣派中期股息（截至 二零二四年六月三十日止六個月：無）。 主席致股東報告 各位本公司股 ...

Financial Performance - Total revenue for the year ended June 30, 2025, was HKD 579,400,000, a decrease of 39.6% compared to HKD 959,084,000 for the previous period[4] - The gross profit for the year was HKD 39,499,000, down from HKD 49,905,000, reflecting a decline of 20.0%[5] - The company reported a net loss attributable to owners of HKD 7,450,000, compared to a loss of HKD 132,840,000 in the previous period, indicating an improvement[4] - The company reported a net loss attributable to shareholders of HKD 6,709,000 for the year ended June 30, 2025, compared to a loss of HKD 127,847,000 for the previous year, indicating a significant improvement[6] - Total comprehensive income for the year was HKD 3,273,000, a recovery from a loss of HKD 6,485,000 in the prior year[6] - The company reported a basic loss per share of HKD 1.32 for the year, compared to HKD 28.90 in the previous year, reflecting a substantial reduction in losses[7] - The group reported a net loss of approximately HKD 10,282,000 for the year ending June 30, 2025[15] - The group reported a pre-tax loss of HKD 7,450,000 for the year ending June 30, 2025, and a loss of HKD 132,840,000 for the period from January 1, 2023, to June 30, 2024[36] Revenue Segments - The revenue from carbon neutral business was HKD 4,654,000, while the revenue from digital technology business was HKD 5,703,000, showing significant growth in these segments[4] - The revenue from carbon neutrality consulting and carbon planning services was HKD 4,654,000 for the period ending June 30, 2025, compared to HKD 3,912,000 for the same period in 2024, showing an increase of about 19%[28] - The revenue from civil engineering and construction business for the year was HKD 556.8 million, a decrease from HKD 657.4 million in the previous period[60] - The revenue from carbon credit asset sales was HKD 0 for the period ending June 30, 2025, compared to HKD 229,000 for the same period in 2024[28] Expenses and Costs - The company incurred research and development costs of HKD 12,019,000 during the year, indicating ongoing investment in innovation[5] - Administrative and selling expenses were HKD 75,130,000, down from HKD 102,279,000, reflecting cost control measures[5] - The total cost of goods sold for the year ending June 30, 2025, was HKD 539,901,000, with a significant portion attributed to contract costs of HKD 522,662,000[32] - Employee benefit expenses, excluding directors and highest-paid executives, totaled HKD 84,545,000 for the year ending June 30, 2025[32] - The financial expenses for the year were approximately HKD 29.2 million, a decrease of about HKD 43.4 million or 59.8% compared to the previous period[52] Assets and Liabilities - The company's non-current assets decreased to HKD 62,055,000 from HKD 67,511,000 year-over-year, primarily due to declines in machinery and equipment, and intangible assets[8] - Current assets increased significantly to HKD 397,589,000 from HKD 296,745,000, driven by a rise in carbon credit assets and cash and cash equivalents[8] - The total liabilities of the company were not disclosed, but the financial costs amounted to HKD 29,235,000, down from HKD 72,647,000, indicating reduced borrowing costs[5] - Non-current liabilities rose to HKD 62,344,000 from HKD 34,346,000, largely due to increased borrowings[9] - The total equity attributable to shareholders increased to HKD 22,463,000 from HKD 2,176,000, indicating a positive shift in the company's financial position[9] - The company’s total liabilities increased to HKD 441,052,000 from HKD 365,654,000, indicating a rise in financial obligations[9] - As of June 30, 2025, the group's current liabilities reached HKD 378,708,000, with HKD 162,031,000 of interest-bearing liabilities in default[15] Strategic Focus and Future Plans - The company is focusing on expanding its carbon neutral and digital technology businesses as part of its growth strategy[4] - The company plans to continue developing existing carbon credit assets and explore new carbon projects to ensure supply and enrich its carbon credit portfolio[17] - The group plans to innovate in the new energy sector by developing an integrated business model for solar energy, charging, storage, and management[50] - The group aims to utilize blockchain and artificial intelligence technologies to develop an integrated online and offline platform for lithium battery utilization[50] - The group plans to continue developing customer resources by collaborating with China Everbright Group and China National Chemical Corporation to increase carbon asset sources[70] Corporate Governance and Compliance - The board does not recommend any final dividend for the current year[79] - The group is committed to maintaining high levels of corporate governance to protect shareholder rights and enhance corporate value[80] - The company has fully complied with listing rules regarding the appointment and resignation of independent non-executive directors, with recent changes including the appointment of Mr. Cao Ming as the chairman of the audit committee[82] - The audit committee currently consists of three members, all of whom are independent non-executive directors, and has reviewed the group's accounting principles and policies[86] Regulatory and Reporting Standards - The group has adopted revised Hong Kong Financial Reporting Standards, which became mandatory this year, with no significant impact on the financial position and performance for the current and prior years[19] - The group has not early adopted any newly issued or revised Hong Kong Financial Reporting Standards that are not yet effective, including HKFRS 9 and HKFRS 10, which will affect future financial periods starting on or after specified dates[20] - The introduction of HKFRS 18 will replace HKAS 1 and is expected to improve the presentation and disclosure of financial statements, with the new standard allowing for early application[22][23] Environmental and Sustainability Initiatives - The group emphasizes environmental protection and sustainable development in its civil engineering and construction projects, maintaining ISO 14001 certification for its environmental management system[58] - The group aims to reduce 2% of China's CO2 emissions through natural and technological solutions, targeting a total of 100 million tons of negative carbon emissions[55] - The group successfully registered the first fertilizer centralized treatment project on the VCS platform, achieving an annual reduction of 76,000 tons of CO2 equivalent over a ten-year period[54]

Financial Performance Overview [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=1&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) Revenue grew 86%, gross profit slightly declined, and loss narrowed, improving basic loss per share | Metric | For the 18 months ended June 30, 2025 (HKD thousand) | For the year ended December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Revenue | 875,247 | 471,779 | | Cost of sales | (814,433) | (410,040) | | Gross profit | 60,814 | 61,739 | | Loss before tax | (320,734) | (385,961) | | Loss for the period/year | (306,263) | (383,293) | | Basic loss per share (HK cents) | (5.60) | (7.00) | [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, total assets decreased, and shareholders' equity shifted from surplus to deficit | Metric | As of June 30, 2025 (HKD thousand) | As of December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Non-current assets | 1,079,229 | 1,381,775 | | Current assets | 797,025 | 853,883 | | Current liabilities | 1,821,339 | 1,677,926 | | Net current liabilities | (1,024,314) | (824,043) | | Non-current liabilities | 291,339 | 474,796 | | Total (deficit) / equity | (236,424) | 82,936 | Notes to the Financial Statements [1. Basis of Preparation](index=4&type=section&id=1.%20Basis%20of%20Preparation) Consolidated financial statements are prepared under HKFRS and Hong Kong Companies Ordinance, using historical cost and presented in HKD - The consolidated financial statements adhere to Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance, prepared under the historical cost convention and presented in **Hong Kong Dollars**[8](index=8&type=chunk) [2. Going Concern Basis](index=4&type=section&id=2.%20Going%20Concern%20Basis) The Group faces significant going concern uncertainties due to substantial losses, net current liabilities, and overdue debts; the Board proposed mitigation measures - For the period ended June 30, 2025, the Group incurred a loss of approximately **HKD 306,263 thousand**, net current liabilities of approximately **HKD 1,024,314 thousand**, net liabilities of approximately **HKD 236,424 thousand**, cash and cash equivalents of approximately **HKD 2,971 thousand**, and overdue interest-bearing loan repayments of approximately **HKD 414,871 thousand**[9](index=9&type=chunk) - The Board plans to ensure sufficient working capital through measures such as asset disposals, extension of overdue loans/alternative refinancing, securing new bank financing, and share placements, deeming the preparation of consolidated financial statements on a **going concern basis** appropriate[10](index=10&type=chunk) [3. Adoption of New and Revised HKFRSs](index=5&type=section&id=3.%20Adoption%20of%20New%20and%20Revised%20HKFRSs) The Group adopted all new and revised HKFRSs effective January 1, 2024, with no significant changes to accounting policies or financial statements - The adoption of new and revised HKFRSs did not result in significant changes to the Group's accounting policies, financial statement presentation, or amounts[11](index=11&type=chunk) [4. Revenue and Segment Information](index=6&type=section&id=4.%20Revenue%20and%20Segment%20Information) The Group operates in six reportable segments, generating total revenue of HKD 875,247 thousand, primarily from China - The Group has six reportable segments: digital video business, new energy vehicle business, cloud ecosystem big data business, property development, property investment, and general trading[12](index=12&type=chunk) Revenue by Reportable Segment | Revenue Source | For the 18 months ended June 30, 2025 (HKD thousand) | For the year ended December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Sales of digital video products | 465,032 | 229,223 | | Revenue from new energy vehicle charging services | 198,791 | 176,921 | | Processing income for new energy vehicle components | 183,758 | 34,356 | | Revenue from big data services | 4,472 | 2,799 | | Sales of construction materials | – | 1,294 | | General trading | – | 3,858 | | Revenue from contracts with customers | 852,053 | 448,451 | | Rental income | 23,194 | 23,328 | | Total revenue | 875,247 | 471,779 | Revenue from External Customers (by Geographical Area) | Region | For the 18 months ended June 30, 2025 (HKD thousand) | For the year ended December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | China | 875,247 | 470,986 | | Hong Kong | – | 793 | | Total | 875,247 | 471,779 | Major Customer Revenue | Customer | Segment | For the 18 months ended June 30, 2025 (HKD thousand) | For the year ended December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | :--- | | Customer A | New energy vehicle business | 147,750 | 129,717 | | Customer B | Digital video business | 104,083 | 74,193 | | Customer C | Digital video business | 103,763 | N/A | [5. Other Income](index=15&type=section&id=5.%20Other%20Income) Other income increased from HKD 39,496 thousand to HKD 67,351 thousand, driven by higher interest from associates and government grants Details of Other Income | Item | For the 18 months ended June 30, 2025 (HKD thousand) | For the year ended December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Bank interest income | 541 | 1,370 | | Interest income from associates | 35,964 | 8,040 | | Government grants | 24,638 | 11,073 | | Penalty income for breach of contract | 1,525 | – | | Others | 4,683 | 307 | | **Total** | **67,351** | **39,496** | [6. Other Gains and Losses, Net](index=16&type=section&id=6.%20Other%20Gains%20and%20Losses%2C%20Net) Net other gains and losses narrowed from a loss of HKD 247,875 thousand to HKD 172,299 thousand, mainly due to expected credit losses and fair value changes Details of Other Gains and Losses, Net | Item | For the 18 months ended June 30, 2025 (HKD thousand) | For the year ended December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Expected credit losses recognized on trade receivables | (98,193) | (10,031) | | Expected credit losses recognized on other receivables | (15,193) | (51,168) | | Fair value changes of investment properties | (120,803) | (25,723) | | Fair value (losses) / gains on investments at fair value through profit or loss | (7,106) | 9,600 | | **Total** | **(172,299)** | **(247,875)** | [7. Finance Costs](index=16&type=section&id=7.%20Finance%20Costs) Finance costs increased from HKD 55,090 thousand to HKD 83,800 thousand, primarily due to increased interest on bank and other loans Details of Finance Costs | Item | For the 18 months ended June 30, 2025 (HKD thousand) | For the year ended December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Interest on bank and other borrowings | 69,367 | 47,543 | | Interest on bills payable | 12,343 | 6,476 | | Interest on lease liabilities | 2,090 | 1,071 | | **Total** | **83,800** | **55,090** | [8. Loss for the Period/Year](index=17&type=section&id=8.%20Loss%20for%20the%20Period%2FYear) Loss for the period was primarily affected by cost of inventories sold, staff costs, depreciation, and fair value losses on investment properties Key Components of Loss for the Period/Year | Item | For the 18 months ended June 30, 2025 (HKD thousand) | For the year ended December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Cost of inventories sold | 814,433 | 410,040 | | Staff costs | 111,838 | 90,563 | | Depreciation of property, plant and equipment | 83,161 | 66,258 | | Fair value losses on investment properties | 120,803 | 25,723 | | Impairment loss on property, plant and equipment | – | 91,655 | [9. Income Tax Credit](index=17&type=section&id=9.%20Income%20Tax%20Credit) The Group recorded an income tax credit of HKD 14,471 thousand, primarily due to deferred tax credits; some China operations enjoy a 15% preferential tax rate - Jiu Rong New Energy and Yunqi Cloud Data obtained high-tech enterprise certificates, entitling them to a **preferential tax rate of 15%**[30](index=30&type=chunk) Details of Income Tax Credit | Item | For the 18 months ended June 30, 2025 (HKD thousand) | For the year ended December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Current - China | (436) | 854 | | Deferred tax | (14,035) | (3,522) | | **Income tax credit** | **(14,471)** | **(2,668)** | - As of June 30, 2025, the Group has unutilized tax losses of approximately **HKD 462,462 thousand** available to offset future profits, of which approximately **HKD 461,741 thousand** are unrecognized tax assets[31](index=31&type=chunk) [10. Loss Per Share](index=19&type=section&id=10.%20Loss%20Per%20Share) Basic loss per share for the 18 months ended June 30, 2025, was 5.60 HK cents, an improvement from 7.00 HK cents in 2023 Loss Per Share | Metric | For the 18 months ended June 30, 2025 (HK cents) | For the year ended December 31, 2023 (HK cents) | | :--- | :--- | :--- | | Basic loss per share | (5.60) | (7.00) | | Diluted loss per share | (5.60) | (7.00) | [11. Dividends](index=19&type=section&id=11.%20Dividends) The Board does not recommend any dividends for the 18 months ended June 30, 2025, or for the year ended December 31, 2023 - The Board does not recommend the payment of any dividends for the 18 months ended June 30, 2025, or for the year ended December 31, 2023[35](index=35&type=chunk) [12. Trade Receivables](index=19&type=section&id=12.%20Trade%20Receivables) As of June 30, 2025, total trade receivables decreased to HKD 318,071 thousand, with receivables over one year forming the largest portion Trade Receivables and Loss Allowance | Item | As of June 30, 2025 (HKD thousand) | As of December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Trade receivables | 425,945 | 493,112 | | Loss allowance | (107,874) | (98,659) | | **Total** | **318,071** | **394,453** | Ageing Analysis of Trade Receivables (Net of Impairment) | Ageing | As of June 30, 2025 (HKD thousand) | As of December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Within 90 days | 1,833 | 79,267 | | 91 to 180 days | 19,872 | 1,462 | | 181 days to one year | 301 | 6,651 | | Over one year | 296,065 | 307,073 | | **Total** | **318,071** | **394,453** | - For the 18 months ended June 30, 2025, the expected credit loss allowance for trade receivables was approximately **HKD 10,031 thousand**, a decrease from **HKD 98,659 thousand** in 2023[40](index=40&type=chunk) [13. Trade and Bills Payables](index=21&type=section&id=13.%20Trade%20and%20Bills%20Payables) Total trade and bills payables decreased significantly to HKD 652,220 thousand, with trade payables over two years showing a notable increase Trade and Bills Payables | Item | As of June 30, 2025 (HKD thousand) | As of December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Trade payables | 474,684 | 944,651 | | Bills payable | 177,536 | 277,045 | | **Total** | **652,220** | **1,221,696** | Ageing Analysis of Trade Payables | Ageing | As of June 30, 2025 (HKD thousand) | As of December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Within 180 days | 32,319 | 127,331 | | 181 days to one year | 9,040 | 35,967 | | One to two years | 104,352 | 719,949 | | Over two years | 328,973 | 61,404 | | **Total** | **474,684** | **944,651** | Management Discussion and Analysis [Financial Review](index=22&type=section&id=Financial%20Review) The Group's turnover grew 86%, gross profit margin declined, and losses persisted; financial position faced liquidity pressure, and shareholders' equity turned into a deficit - For the 18 months ended June 30, 2025, turnover was approximately **HKD 875,247 thousand**, an increase of approximately **86%** compared to 2023[43](index=43&type=chunk) - Gross profit margin decreased from approximately **13.09%** to **6.95%**[49](index=49&type=chunk) - As of June 30, 2025, shareholders' equity was a deficit of approximately **HKD 236,424 thousand** (2023: a surplus of approximately **HKD 82,936 thousand**)[51](index=51&type=chunk) - Investment properties recorded significant fair value losses of approximately **HKD 120,803 thousand** (2023: approximately **HKD 25,723 thousand**)[52](index=52&type=chunk) - The Group disposed of all its equity investments listed outside Hong Kong, classified as fair value through other comprehensive income, expecting a disposal gain of approximately **HKD 22,834 thousand**[54](index=54&type=chunk) [Overall Financial Performance](index=22&type=section&id=Overall%20Financial%20Performance) - For the 18 months ended June 30, 2025, turnover was approximately **HKD 875,247 thousand**, an increase of approximately **86%** compared to 2023[43](index=43&type=chunk) - Gross profit was approximately **HKD 60,814 thousand**, a decrease of approximately **1%** compared to 2023[43](index=43&type=chunk) - Loss was approximately **HKD 306,263 thousand**, a decrease of approximately **20%** compared to 2023[43](index=43&type=chunk) - Basic loss per share was approximately **5.60 HK cents**, an improvement from **7.00 HK cents** in 2023[43](index=43&type=chunk) [Turnover](index=22&type=section&id=Turnover) - The Group's turnover primarily derives from digital video business, new energy vehicle business, cloud ecosystem big data business, property investment, property development, and general trading[44](index=44&type=chunk) [Operating Segments](index=22&type=section&id=Operating%20Segments) - Digital video business: R&D, production, and sales of smart TVs, digital TVs, high-definition LCD TVs, and set-top boxes, along with telecommunications, TV, and internet integrated application solutions for the digital audio-visual industry[46](index=46&type=chunk) - New energy vehicle business: Construction, application, and management of new energy vehicles and related products, charging facilities, and smart management systems, as well as providing processing services for new energy vehicle components[46](index=46&type=chunk) - Cloud ecosystem big data business: Engaged in cloud ecosystem big data application and management[47](index=47&type=chunk) - Property development: Engaged in big data industrial park property development in Hangzhou, and previously invested in industrial park and property development projects in Harbin and Wenzhou, with the Wenzhou project having been terminated[47](index=47&type=chunk) - Property investment: Generates rental income through the Hangzhou Big Data Industrial Park, which comprises 7 mixed-use commercial and office buildings and parking spaces[47](index=47&type=chunk) - General trading: General trading of goods and commodities[48](index=48&type=chunk) [Gross Profit Margin](index=23&type=section&id=Gross%20Profit%20Margin) - Gross profit margin decreased from approximately **13.09%** to **6.95%**[49](index=49&type=chunk) [Expenses](index=24&type=section&id=Expenses) - The Group continues to implement strict cost control measures across all aspects of its operations, adhering to prudent financial management principles[50](index=50&type=chunk) [Financial Position and Liquidity](index=24&type=section&id=Financial%20Position%20and%20Liquidity) - As of June 30, 2025, the asset-liability ratio was **0.74**, consistent with 2023[51](index=51&type=chunk) - The Group recorded net current liabilities, with cash used in operations of approximately **HKD 316,849 thousand**[51](index=51&type=chunk) - Cash and cash equivalents were approximately **HKD 2,971 thousand**, a decrease from **HKD 4,247 thousand** in 2023[51](index=51&type=chunk) - Shareholders' equity shifted from a surplus of approximately **HKD 82,936 thousand** in 2023 to a deficit of approximately **HKD 236,424 thousand** as of June 30, 2025[51](index=51&type=chunk) - Trade and bills receivables decreased from **HKD 394,453 thousand** in 2023 to **HKD 318,071 thousand** as of June 30, 2025[51](index=51&type=chunk) - Investment properties recorded significant fair value losses of approximately **HKD 120,803 thousand** (2023: approximately **HKD 25,723 thousand**), primarily due to the downturn in the China real estate market[52](index=52&type=chunk) - The Group has pledged bank deposits, properties held for sale, investment properties, and trade receivables as collateral for bank loans[53](index=53&type=chunk) [Significant Investments Held, Material Acquisitions and Disposals](index=25&type=section&id=Significant%20Investments%20Held%2C%20Material%20Acquisitions%20and%20Disposals) - The Group disposed of all its equity investments listed outside Hong Kong, classified as fair value through other comprehensive income, expecting a disposal gain of approximately **HKD 22,834 thousand**[54](index=54&type=chunk) - The Company sold a total of **7,570,000 shares** of Songdo Services Group Co Ltd in the open market, which were classified as investments at fair value through profit or loss[54](index=54&type=chunk) [Capital Structure](index=25&type=section&id=Capital%20Structure) - There were no changes to the Company's capital structure during the review period[55](index=55&type=chunk) [Risk Management](index=25&type=section&id=Risk%20Management) The Group faces intense competition in digital video, power supply and charging safety risks in new energy vehicles, and low foreign exchange risk - The digital video business faces intense competition, putting downward pressure on product prices; market position depends on the ability to manage competition, introduce new products, and implement pricing strategies[56](index=56&type=chunk) - The new energy vehicle business relies on a stable power supply, with charging times primarily scheduled between midnight and early morning to reduce electricity costs[57](index=57&type=chunk) - The new energy vehicle business utilizes employee manuals for charging pile operations and features automatic stop functions for abnormal charging to ensure safety[58](index=58&type=chunk) - The Group faces very low foreign currency risk and currently has no foreign currency hedging policy, but it closely monitors and considers hedging when necessary[59](index=59&type=chunk) [Contingent Liabilities and Capital Commitments](index=26&type=section&id=Contingent%20Liabilities%20and%20Capital%20Commitments) The Group had no contingent liabilities, and capital commitments significantly decreased to HKD 17,385 thousand - The Group had no contingent liabilities during the review period[60](index=60&type=chunk) - Capital commitments were approximately **HKD 17,385 thousand**, a significant decrease from **HKD 150,449 thousand** in 2023[60](index=60&type=chunk) [Employees and Remuneration Policy](index=26&type=section&id=Employees%20and%20Remuneration%20Policy) Employee count decreased to 248, but total remuneration increased; policy aims to attract talent, with MPF and China retirement plans - As of June 30, 2025, the Group had **248 employees** (2023: **395 employees**)[61](index=61&type=chunk) - Total employee remuneration for the period was approximately **HKD 111,838 thousand** (2023: approximately **HKD 90,563 thousand**)[61](index=61&type=chunk) - The Group operates a Mandatory Provident Fund Scheme (for Hong Kong employees) and a China retirement plan (for China employees)[61](index=61&type=chunk) - The directors' remuneration policy aims to provide competitive packages; executive directors' remuneration includes basic salary, discretionary bonuses, and other benefits, while independent non-executive directors receive fixed director's fees[62](index=62&type=chunk) [Events After Reporting Period](index=27&type=section&id=Events%20After%20Reporting%20Period) Subsequent to the reporting period, the Group undertook several asset disposals and debt restructuring activities - On August 28, 2025, the Group sold approximately **5.22%** equity interest in Hangzhou Eastern Software Park Co Ltd for **RMB 36,487,800**[63](index=63&type=chunk) - On September 10, 2025, the Group agreed to transfer **100%** equity interest in Jiangsu Jiurong Integrated Energy Services Co Ltd and **13 electric vehicle charging stations** for a consideration of **RMB 6,870,000**, with the buyer assuming repayment of loan principal of **RMB 1,060,000** and interest[63](index=63&type=chunk) - On September 15, 2025, Suyuan Jiurong, Yunqi Cloud Data, and their creditors entered into a claim substitution agreement to transfer repayment responsibilities[64](index=64&type=chunk) [Business Review and Outlook](index=28&type=section&id=Business%20Review%20and%20Outlook) Under multiple pressures, the Group remained under pressure in H1 2025; despite this, key business segments achieved revenue growth; the Group will continue to invest in new energy vehicles and cloud big data - The Group's strategy is to actively seize technology-driven industry development opportunities through a diversified business portfolio, while maintaining prudent risk management and cost control[65](index=65&type=chunk) - For the 18 months ended June 30, 2025, digital video business turnover increased to approximately **HKD 465,032 thousand**, an increase of approximately **103%** compared to last year[66](index=66&type=chunk) - New energy vehicle business recorded turnover of approximately **HKD 382,549 thousand**, an increase of approximately **81%** compared to last year[66](index=66&type=chunk) - Cloud ecosystem big data business recorded turnover of approximately **HKD 4,472 thousand**, an increase of approximately **60%** compared to last year[68](index=68&type=chunk) - The Group will continue to invest in the new energy vehicle business and further establish EV charging stations in Hangzhou and other provinces in China, aiming to become one of China's largest new energy vehicle charging facility operators[68](index=68&type=chunk) - Future strategies include: closely evaluating business performance, investing in new energy vehicle and cloud ecosystem big data businesses, exploring new business or investment opportunities, considering fundraising options, and focusing on product quality and cost control[69](index=69&type=chunk) Corporate Governance and Audit Report [Purchase, Redemption or Sale of the Company's Listed Securities](index=30&type=section&id=Purchase%2C%20Redemption%20or%20Sale%20of%20the%20Company%27s%20Listed%20Securities) Neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of its listed securities during the period - During the period, neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities[70](index=70&type=chunk) [Standard Code for Securities Transactions](index=30&type=section&id=Standard%20Code%20for%20Securities%20Transactions) The Company adopted a code of conduct for securities transactions, and all directors confirmed compliance with the Model Code and code of conduct - The Company has adopted a code of conduct for securities transactions, and all directors have confirmed compliance with the required standards of the Model Code and the code of conduct throughout the period[71](index=71&type=chunk)[72](index=72&type=chunk) [Corporate Governance Practices](index=30&type=section&id=Corporate%20Governance%20Practices) The Company complied with the Corporate Governance Code, with exceptions for vacant Chairman and CEO positions and no independent internal audit department - The Company has complied with the Code Provisions of the Corporate Governance Code, with exceptions for the vacant positions of Chairman and and CEO and the absence of an independent internal audit department[73](index=73&type=chunk) - The Board has assigned a group of staff to perform internal audit functions, with executive directors and the Chief Financial Officer directly responsible for risk management and internal control systems[73](index=73&type=chunk) [Audit Committee](index=31&type=section&id=Audit%20Committee) The Company's Audit Committee, comprising three independent non-executive directors, reviews and oversees financial reporting and internal controls - The Audit Committee comprises three independent non-executive directors, responsible for reviewing and overseeing the Group's financial reporting procedures and internal control systems[74](index=74&type=chunk) - The Audit Committee has reviewed the Group's full-year results for the period, including the accounting principles and practices adopted by the Company[75](index=75&type=chunk) [Scope of Work of the Group's Auditor](index=31&type=section&id=Scope%20of%20Work%20of%20the%20Group%27s%20Auditor) The Group's auditor agreed to the consolidated financial statement figures but did not express an opinion or assurance conclusion - The auditor has agreed to the consolidated financial statement figures in the preliminary announcement but has not expressed an opinion or assurance conclusion thereon, as their work does not constitute an assurance engagement[76](index=76&type=chunk) [Extract of Independent Auditor's Report](index=31&type=section&id=Extract%20of%20Independent%20Auditor%27s%20Report) The independent auditor disclaimed an opinion on the Group's consolidated financial statements due to significant going concern uncertainties and insufficient audit evidence for management's mitigation measures - The auditor disclaimed an opinion on the Group's consolidated financial statements due to inability to obtain sufficient appropriate audit evidence[78](index=78&type=chunk) - The primary basis for the disclaimer of opinion is scope limitations related to the assessment of the appropriateness of the going concern basis, including the Group's significant losses, net current liabilities, net liabilities, insufficient cash and cash equivalents, and overdue debts[79](index=79&type=chunk) - The auditor was unable to obtain sufficient audit evidence to assess whether management's proposed mitigation measures (such as asset disposals, debt extensions/refinancing, new financing, and share placements) could be successfully implemented[80](index=80&type=chunk)[81](index=81&type=chunk) - The auditor had doubts about the recoverability of trade receivables from Cuban trade business (approximately **HKD 176,182 thousand**) due to the Cuban National Bank's inability to settle outstanding amounts on time and the absence of a clear repayment schedule[83](index=83&type=chunk) - The auditor was unable to confirm the nature and recoverability of an amount due from a former director (advances of **HKD 8,304 thousand**), which depends on the outcome of ongoing High Court legal proceedings[85](index=85&type=chunk) [Disclaimer of Opinion](index=31&type=section&id=Disclaimer%20of%20Opinion) - The auditor disclaimed an opinion on the Group's consolidated financial statements due to inability to obtain sufficient appropriate audit evidence[78](index=78&type=chunk) [Basis for Disclaimer of Opinion](index=32&type=section&id=Basis%20for%20Disclaimer%20of%20Opinion) - The Group recorded a loss of approximately **HKD 306,263 thousand**, net current liabilities of approximately **HKD 1,024,314 thousand**, net liabilities of approximately **HKD 236,424 thousand**, cash and cash equivalents of approximately **HKD 2,971 thousand**, and overdue interest-bearing loan repayments of approximately **HKD 414,871 thousand** during the period[79](index=79&type=chunk) - The validity of the going concern assumption depends on the successful implementation of measures such as asset disposals, extension/refinancing of overdue debts, new financing, and share placements, but the auditor could not obtain sufficient audit evidence to assess their feasibility[80](index=80&type=chunk)[81](index=81&type=chunk) [Other Matters](index=33&type=section&id=Other%20Matters) - The auditor could not be satisfied with the recoverability of trade receivables of approximately **HKD 176,182 thousand** from Cuban trade business, as the Cuban National Bank was unable to settle outstanding amounts on time[83](index=83&type=chunk) - The auditor was unable to confirm the nature and recoverability of an amount due from a former director of **HKD 8,304 thousand**, which depends on the outcome of ongoing legal proceedings[85](index=85&type=chunk) [Board's Position, Views and Assessment on the Disclaimer of Opinion](index=34&type=section&id=Board%27s%20Position%2C%20Views%20and%20Assessment%20on%20the%20Disclaimer%20of%20Opinion) The Board acknowledges the auditor's disclaimer and reiterates financial challenges; despite uncertainties, the Board has taken measures to alleviate liquidity pressure, believing in the going concern assumption - The Board acknowledges that the auditor's disclaimer of opinion reflects the inability to obtain sufficient audit evidence and reiterates the Group's significant financial risks and uncertainties[86](index=86&type=chunk) - The Board has actively taken multiple measures, including advancing asset disposals, communicating with creditors for extensions/refinancing, securing new bank financing, and promoting share placements, to alleviate liquidity pressure[87](index=87&type=chunk)[89](index=89&type=chunk) - Based on internal financial forecasts and active negotiations with various parties, the Board believes the Group has a reasonable basis to continue adopting the going concern assumption for preparing the consolidated financial statements[87](index=87&type=chunk) [Audit Committee's Opinion](index=36&type=section&id=Audit%20Committee%27s%20Opinion) The Audit Committee reviewed the auditor's disclaimer and management's responses, agreeing with management's going concern stance if plans succeed, and concurring on trade and other receivables - The Audit Committee has rigorously reviewed the auditor's disclaimer of opinion and management's responses, engaging in discussions with the auditor[90](index=90&type=chunk) - The Committee agrees with management's position on the appropriateness of preparing the consolidated financial statements on a going concern basis, provided that the relevant plans and measures are successfully implemented[91](index=91&type=chunk) - The Audit Committee understands the auditor's concerns regarding the uncertainties of management's ability to successfully implement the relevant plans and measures, and has no disagreement with the auditor on the going concern issue[91](index=91&type=chunk) - The Committee agrees with management's judgment on the recoverability of trade and other receivables[91](index=91&type=chunk) [Extract of Note 2 to the Consolidated Financial Statements](index=37&type=section&id=Extract%20of%20Note%202%20to%20the%20Consolidated%20Financial%20Statements) The Board reiterates that, based on plans for asset disposals, debt extensions/refinancing, new bank financing, and share placements, the Group will have sufficient working capital - The Board is satisfied that the Group will have sufficient working capital to meet current needs, thus deeming the preparation of consolidated financial statements on a **going concern basis** appropriate, provided that plans for asset disposals, debt extensions/refinancing, new bank financing, and share placements are successfully implemented[92](index=92&type=chunk) [Publication of Results Announcement](index=37&type=section&id=Publication%20of%20Results%20Announcement) The Group's full-year results for the 18 months ended June 30, 2025, are available on the HKEX website and the Company's website - The Group's full-year results for the 18 months ended June 30, 2025, are available on The Stock Exchange of Hong Kong Limited website www.hkex.com.hk and the Company's website http://www.irasia.com/listco/hk/2358[93](index=93&type=chunk) [Board of Directors](index=37&type=section&id=Board%20of%20Directors) As of this announcement date, the Board comprises three executive directors and three independent non-executive directors - The executive directors are Mr. Chen Yunxiang, Ms. Liu Bingjie, and Mr. Yan Zhendong[94](index=94&type=chunk) - The independent non-executive directors are Mr. Chen Zheng, Mr. Huang Zhijian, and Mr. Hua Nengdong[94](index=94&type=chunk)

Financial Performance - Total revenue for the year ended June 30, 2025, was RMB 711.5 million, a decrease of 34.7% compared to RMB 1,089.0 million in 2024[3] - Gross profit for the same period was RMB 113.4 million, down 37.0% from RMB 179.9 million in the previous year[3] - The company reported an operating loss of RMB 25.5 million, a decline of RMB 25.6 million from a profit of RMB 0.1 million in 2024[3] - Net loss for the year was RMB 25.7 million, compared to a profit of RMB 0.6 million in 2024, representing a decrease of RMB 26.3 million[3] - Basic loss per share was RMB 32.46, down from earnings of RMB 0.62 per share in the previous year, a decline of RMB 33.08[5] - The gross profit margin decreased to 15.9%, down 0.6 percentage points from 16.5% in 2024[3] - For the fiscal year ending June 30, 2025, total revenue was RMB 774,379,000, a decrease from RMB 1,214,697,000 in the previous year, representing a decline of approximately 36.3%[24] - The company reported a net loss of RMB 25,674,000 for the fiscal year ending June 30, 2025, compared to a net profit of RMB 580,000 in the previous year[24][25] - The loss attributable to the owners of the company was RMB 26.0 million, compared to a profit of RMB 0.4 million in the previous year[50] Assets and Liabilities - Total assets decreased to RMB 447.6 million from RMB 692.9 million in 2024, a decline of 35.4%[6] - Current assets fell to RMB 171.0 million, down from RMB 295.7 million in the previous year, a decrease of 42.1%[6] - Total liabilities decreased to RMB 130.0 million from RMB 340.0 million in 2024, a reduction of 61.8%[7] - The total assets as of June 30, 2025, amounted to RMB 447,603,000, a decrease from RMB 692,877,000 in the previous year, indicating a reduction of approximately 35.3%[24][25] - The total liabilities as of June 30, 2025, were RMB 130,029,000, down from RMB 339,992,000, reflecting a decrease of about 61.8%[24][25] Cash Flow and Financing - The company recorded a net cash outflow from operating activities of RMB 59.8 million for the year[9] - The net cash flow used in operating activities was RMB 59.8 million, a decrease from RMB 101.7 million in the previous year, primarily due to reduced revenue leading to lower inventory purchases[61] - The company has sufficient resources to continue operations for at least the next 12 months, with no significant uncertainties affecting its ability to continue as a going concern[10] - As of June 30, 2025, the company has available but undrawn bank financing of RMB 50,000,000 and loans from former joint ventures amounting to RMB 40,000,000[11] - The company continues to negotiate external financing options, including obtaining further loan financing and refinancing existing loans[11] Operational Changes - The company has closed several loss-making retail stores to minimize cash outflows, which is expected to improve operating profit margins and cash flow[11] - The company has implemented cost control measures to enhance operational efficiency and improve future cash flows[11] - The company has reduced its brand product offerings by 315, maintaining a total of 223 brand products by the end of the year[44] - The company operates a total of 120 chain stores, with a projected increase to 203 stores by 2024[41] - The active customer base in the national distribution network fell to approximately 1,027 from 1,515 in the previous year, with a notable decline in both retail and distributor customers[54] Revenue Breakdown - Revenue from external customers for the year ended June 30, 2025, was RMB 711,509,000, a decrease from RMB 1,089,037,000 for the year ended June 30, 2024[21] - The breakdown of revenue for the year ended June 30, 2025, includes RMB 140,374,000 from prescription drugs and RMB 502,432,000 from over-the-counter drugs[21] - The revenue from external customers for the distribution segment was RMB 513,626,000, while the retail segment generated RMB 197,883,000, contributing to a total external revenue of RMB 711,509,000[24] - The retail business revenue for the year was RMB 197.9 million, a year-on-year decrease of 40.4%[41] - The distribution business revenue was RMB 513.6 million, down 32.1% year-on-year[42] Employee and Operational Metrics - Employee benefit expenses decreased to RMB 68,195,000 in 2025 from RMB 113,440,000 in 2024, a reduction of about 40%[27] - As of June 30, 2025, the group had 842 full-time employees, a decrease from 1,286 in 2024, with total employee benefits expenditure amounting to RMB 68.2 million, down from RMB 113.4 million in 2024[67] Corporate Governance - The company is committed to maintaining high standards of corporate governance and has adopted the corporate governance code as per listing rules, ensuring compliance with applicable provisions[75] - The audit committee consists of three independent non-executive directors, responsible for overseeing the group's financial data and reporting processes[76] - The group's auditor confirmed that the figures in the annual performance announcement align with the audited consolidated financial statements[77] - The company has adopted a code of conduct for securities trading that meets or exceeds the standards set forth in the listing rules[78] Strategic Initiatives - The company plans to focus on the health sector, particularly the pharmaceutical industry, while optimizing its retail network and exploring structural transformation and digital upgrades[69] - The "Professional+" strategy aims to enhance service professionalism and operational quality, leveraging pharmacists and business school advantages to improve pharmaceutical service levels[69] - The "Platform+" strategy will expand value-added services in stores to meet growing consumer health demands, including aging and chronic disease management[70] - The "Internet+" strategy will strengthen the connection between physical stores and online platforms, utilizing new technologies and marketing ecosystems to enhance competitiveness[70] Market Trends - The Chinese government is increasingly focusing on the development of traditional Chinese medicine, with policies aimed at promoting high-quality development in the healthcare sector[36] - The market size of China's health industry is projected to reach RMB 29.1 trillion by 2030, driven by aging population and rising health awareness[36] - Technological innovations such as AI, big data, and IoT are being widely applied in healthcare, enhancing diagnostic efficiency and service quality[37] - The company is expected to accelerate the construction of elderly care service systems and improve service quality in 2024[37] - The company is focusing on community and home-based elderly care services to meet diverse aging needs[37]

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 對 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。 PINE TECHNOLOGY HOLDINGS LIMITED 松景科技控股有限公司* （於百慕達註冊成立之有限公司） – 1 – （股份代號：1079） 截至二零二五年六月三十日止年度全年業績公告 松 景 科 技 控 股 有 限 公 司（「本公司」，連 同 其 附 屬 公 司（統 稱「本集團」））董 事（「董 事」）會（「董事會」）謹 此 呈 報 本 集 團 截 至 二 零 二 五 年 六 月 三 十 日 止 年 度（「本年度」） 的經審核綜合損益及其他全面收益表以及本集團於二零二五年六月三十日的 經 審 核 綜 合 財 務 狀 況 表，連 同 截 至 二 零 二 四 年 六 月 三 十 日 止 年 度 的 比 較 數 字 如 下： 綜合損益及其他全面收益表 截至二零二五年六月三十日止年度 | | | 二零二五年 | 二零二四年 | | --- ...

Financial Performance - The total revenue for the year ended June 30, 2025, was HKD 60,749,000, a decrease of 26.7% compared to HKD 82,817,000 for the year ended June 30, 2024[4]. - The gross profit for the year was HKD 13,252,000, down 25.1% from HKD 17,724,000 in the previous year[4]. - The operating loss for the year was HKD 39,292,000, significantly improved from a loss of HKD 75,877,000 in the prior year, indicating a reduction of 48.2%[4]. - The net loss attributable to the owners of the company was HKD 40,305,000, compared to HKD 67,660,000 in the previous year, reflecting a decrease of 40.5%[5]. - The total comprehensive loss for the year was HKD 38,437,000, down from HKD 73,264,000, marking a reduction of 47.5%[4]. - The company reported a comprehensive loss of HKD (42,940,000) in 2025, an improvement from HKD (72,084,000) in 2024, indicating a reduction in overall losses by about 40.5%[24]. - The company reported a pre-tax loss of HKD 45,281,000 for 2025, compared to a loss of HKD 82,678,000 in 2024, reflecting a 45% improvement year-over-year[31]. - Basic loss per share for the year was approximately HKD 40,305,000, down from HKD 67,660,000 in the previous year, indicating a reduction of 40%[33]. - The loss for the year reduced to approximately HKD 42,940,000, down from a loss of HKD 72,084,000 in the previous year[81]. - Basic and diluted loss per share was HKD 0.08, compared to HKD 0.16 in 2024[81]. Assets and Liabilities - The company's cash and cash equivalents as of June 30, 2025, were HKD 1,920,000, a significant decrease from HKD 22,857,000 in the previous year[6]. - The total assets less current liabilities amounted to HKD 489,742,000, down from HKD 530,631,000 in the previous year[7]. - The company's non-current assets decreased to HKD 518,481,000 from HKD 541,554,000, indicating a decline of 4.3%[6]. - The total assets decreased to HKD 607,732,000 in 2025 from HKD 661,398,000 in 2024, reflecting a decline of approximately 8.1%[24]. - Total liabilities increased slightly to HKD 227,147,000 in 2025 from HKD 242,376,000 in 2024, showing a decrease of about 6.3%[24]. - The total equity attributable to the owners of the company was HKD 374,043,000, down from HKD 409,944,000, reflecting a decrease of 8.8%[7]. - The group’s net asset value was approximately HKD 380,585,000, down from HKD 419,022,000 in 2024[84]. - Total borrowings amounted to approximately HKD 68,099,000, a decrease from HKD 84,841,000 in 2024[83]. Revenue Sources - The group reported customer contract revenue of HKD 51,868,000 for the year ending June 30, 2025, down from HKD 73,794,000 in the previous year[16]. - Revenue from Hong Kong decreased to HKD 48,485,000 in 2025 from HKD 68,093,000 in 2024, a decline of approximately 28.9%[25]. - Revenue from major customer B was HKD 34,512,000 in 2025, slightly increasing from HKD 34,019,000 in 2024, maintaining a significant contribution to total revenue[26]. - The metal recycling business recorded a significant revenue decline to approximately HKD 2,831,000 for the year ending June 30, 2025, down from HKD 9,822,000 in 2024, indicating a decrease of about 71.2%[67]. - The automotive and automotive parts business saw revenues drop to approximately HKD 48,769,000 for the year ending June 30, 2025, compared to HKD 63,726,000 in 2024, reflecting a decline of about 23.5%[69]. - Sales of automotive tires in Hong Kong and Taiwan decreased from approximately HKD 53,057,000 to HKD 38,143,000, a reduction of 28.1%[69]. - The hotel leasing business generated revenue of approximately HKD 4,924,000 for the year ending June 30, 2025, compared to HKD 4,784,000 in 2024, showing an increase of about 2.9%[77]. - The lending business generated interest income of approximately HKD 368,000 for the year, up from HKD 307,000 in 2024, representing an increase of about 19.9%[72]. Operational Changes and Strategies - The group has committed to measures aimed at improving operational cash flow, including cost-saving initiatives[10]. - The group anticipates sufficient cash resources to meet future operational funding and financing needs for at least the next 12 months from June 30, 2025[10]. - The company is engaged in various businesses, including metal recycling, automotive parts, and green market solutions, indicating a diversified operational strategy[50]. - The group continues to explore new business opportunities and is committed to developing sustainable existing operations[50]. - The company is considering the feasibility, costs, and returns of installing electric vehicle charging facilities in parking spaces to enhance competitiveness and increase usage rates[56]. - The company has not appointed a maintenance operator for the planting land since July 2018, which has affected the optimization of biological asset usage[62]. - The company is actively seeking lower-risk countries for metal recycling operations due to the challenging conditions in the Chinese market[68]. - The automotive sector is facing challenges due to weakened consumer purchasing power in Greater China, impacting sales and market dynamics[70]. - The company aims to maintain market share in the premium tire segment while exploring potential markets with demand for quality automotive tires[71]. Impairment and Valuation - The company reported a significant impairment loss on biological assets of HKD 5,373,000, compared to HKD 38,595,000 in the previous year, showing a substantial improvement[4]. - The impairment loss provision for accounts receivable decreased significantly from HKD 8,884,000 in 2024 to HKD 1,188,000 in 2025, a reduction of 86%[43]. - The fair value loss on investment properties was HKD (15,680,000) in 2025, compared to HKD (17,294,000) in 2024, showing a slight improvement in property valuations[24]. - The fair value of biological assets as of June 30, 2025, is approximately RMB 172,756,000, down from RMB 177,731,000 in 2024[62]. - The fair value of unharvested timber as of June 30, 2025, was HKD 189,080,000, down from HKD 190,958,000 in 2024, reflecting a decrease of 1%[36]. - The discount rate used for the valuation of operational rights is 15.6%, up from 14.3% in the previous year[65]. - The company’s management has assessed valuation techniques and discussed valuation processes with independent valuers to ensure accurate reporting of biological assets[39]. Governance and Compliance - The company has complied with the corporate governance code, except for the separation of roles between the chairman and CEO, which is currently held by the same individual[93]. - The audit committee consists of three independent non-executive directors, ensuring appropriate financial management expertise[96]. - The group's financial statements for the year ending June 30, 2025, have been reviewed by the external auditor, confirming consistency with the preliminary announcement[97]. - The board comprises six executive directors and three independent non-executive directors as of the announcement date[100]. - There are no significant contingent liabilities known to the board as of June 30, 2025[91]. - As of June 30, 2025, the group has minimal foreign currency risk, primarily conducting transactions in functional currencies of respective entities[90]. Shareholder Information - The company did not declare any dividends for the years ended June 30, 2025, and June 30, 2024[35]. - No dividends were recommended or declared for the year ended June 30, 2025[88]. - The company will hold its annual general meeting on December 4, 2025, with a record date of December 1, 2025, during which share transfer registration will be suspended[89].