[Corporate Information](index=2&type=section&id=Corporate%20Information) The company's corporate information details its board, committees, auditors, legal advisers, registered and principal business offices, and other key administrative data [Board of Directors](index=3&type=section&id=Board%20of%20Directors) The company's board comprises non-executive, executive, and independent non-executive directors - The Board of Directors includes a non-executive director (Chairman), an executive director, and independent non-executive directors[3](index=3&type=chunk) [Committees](index=3&type=section&id=Committees) Audit, Nomination, and Remuneration Committees are chaired by specific directors to ensure effective corporate governance - The Audit Committee is chaired by Mr. Zhao Xianbo, the Nomination Committee by Mr. Zeng Juncai, and the Remuneration Committee by Ms. Wang Fen[3](index=3&type=chunk) [Auditor and Legal Advisers](index=3&type=section&id=Auditor%20and%20Legal%20Advisers) The company's auditor is CCTH CPA Limited, with legal advisers for Hong Kong and Cayman Islands law - The auditor is CCTH CPA Limited (中正天恆會計師有限公司)[4](index=4&type=chunk) - The Hong Kong legal adviser is Paul Hastings (Hong Kong) LLP (普衡律師事務所(香港)有限法律責任合夥)[5](index=5&type=chunk) - The Cayman Islands legal adviser is Walkers (Hong Kong)[5](index=5&type=chunk) [Registered and Business Offices](index=4&type=section&id=Registered%20and%20Business%20Offices) The company's registered office is in the Cayman Islands, with main business operations in Nanjing and Hong Kong - The registered office is located in the Cayman Islands[7](index=7&type=chunk) - The principal place of business and headquarters in China are located at 25th Floor, Hongyang Building, No. 9 Daqiao North Road, Nanjing, Jiangsu Province[7](index=7&type=chunk) - The principal place of business in Hong Kong is located at Room 2612, 26th Floor, China Merchants Tower, Shun Tak Centre, Sheung Wan[9](index=9&type=chunk) [Other Corporate Information](index=5&type=section&id=Other%20Corporate%20Information) Details joint company secretaries, authorized representatives, principal bankers, and stock code - The joint company secretaries are Mr. Jia Hongbo and Ms. Chen Zhuoman[9](index=9&type=chunk) - The authorized representatives are Mr. Zeng Juncai and Ms. Chen Zhuoman[9](index=9&type=chunk) - The principal bankers are Agricultural Bank of China Nanjing Qiaobei Sub-branch and Industrial and Commercial Bank of China Nanjing Qiaobei Sub-branch[10](index=10&type=chunk) - The stock code is HKEX: 1971[10](index=10&type=chunk) [Financial Highlights](index=7&type=section&id=Financial%20Highlights) The company experienced revenue growth but declines in gross profit and net profit for the six months ended June 30, 2025 2025 First Half Key Financial Indicators | Indicator | 2025 First Half (RMB million) | 2024 Same Period (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 510.4 | 465.3 | +9.7% | | Gross Profit | 113.4 | 127.5 | -11.1% | | Gross Profit Margin | 22.2% | 27.4% | -5.2 percentage points | | Profit for the Period | 28.5 | 40.1 | -29.1% | | Profit Attributable to Equity Holders | 24.4 | 36.6 | -33.2% | 2025 First Half Revenue by Business Segment | Business Segment | 2025 First Half Revenue (RMB million) | % of Total Revenue | 2024 Same Period Revenue (RMB million) | YoY Change (%) | | :--- | :--- | :--- | :--- | :--- | | Property Management Services | 420.0 | 82.3% | 375.4 | +11.9% | | Non-Owner Value-Added Services | 11.0 | 2.2% | 20.3 | -45.8% | | Community Value-Added Services | 79.4 | 15.5% | 69.6 | +14.1% | - As of June 30, 2025, contracted GFA was approximately **49.9 million sq.m.**, a decrease of approximately **3.7%** compared to the same period in 2024[13](index=13&type=chunk) - As of June 30, 2025, GFA under management was approximately **48.2 million sq.m.**, an increase of approximately **2.3%** compared to the same period in 2024[13](index=13&type=chunk) - The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025[13](index=13&type=chunk) [Management Discussion and Analysis](index=9&type=section&id=Management%20Discussion%20and%20Analysis) This section reviews the first half of 2025, detailing business and financial performance, future outlook, significant transactions, and human resource policies [Review for the First Half of 2025](index=9&type=section&id=Review%20for%20the%20First%20Half%20of%202025) The property management industry faced macroeconomic pressures, shifting from scale expansion to quality-driven growth and smart transformation - The property management industry's scale expansion logic has been reshaped, with leading enterprises focusing on core city clusters and a slowdown in GFA growth[14](index=14&type=chunk)[18](index=18&type=chunk) - Service price structural differentiation is evident, regional development imbalances are prominent, and the industry is accelerating its transformation from scale-driven to quality-driven competition[14](index=14&type=chunk)[18](index=18&type=chunk) - At the policy level, intelligent transformation has become a mandatory requirement, with enterprises failing to meet standards facing market elimination risks[15](index=15&type=chunk)[19](index=19&type=chunk) - In the first half of the year, the Group adhered to its strategic layout of "penetrating Greater Jiangsu, deeply cultivating the Yangtze River Delta, and strengthening central cities," transitioning from scale expansion to quality and efficiency-driven development[16](index=16&type=chunk)[19](index=19&type=chunk) - In the diversified property types sector, new school and data center property types were added, effectively offsetting cyclical industry risks, and the investment segment achieved considerable returns through precise layout around new property types[17](index=17&type=chunk)[20](index=20&type=chunk) - The Group ranked **16th** among the "2025 China Property Service Top 100 Enterprises" and received honors as "2025 China Property Service Top 100 Satisfaction Leading Enterprise" and "2025 China Red Property Service Excellent Enterprise"[25](index=25&type=chunk)[28](index=28&type=chunk) - As of June 30, 2025, the Group provided services to **47 cities** nationwide, with **340 contracted projects**, a contracted GFA of approximately **49.9 million sq.m.** (a **3.7%** YoY decrease), and a total GFA under management of approximately **48.2 million sq.m.** (a **2.3%** YoY increase)[26](index=26&type=chunk)[28](index=28&type=chunk) [Business Review](index=12&type=section&id=Business%20Review) The group's strategy focuses on property management, non-owner value-added, and community value-added services, with residential and third-party projects dominating - The Group's business model revolves around a "customer-centric" service philosophy, deepening the Hongyang model, and providing property management services, non-owner value-added services, and community value-added services[30](index=30&type=chunk)[32](index=32&type=chunk) - Property management services include security, cleaning, landscaping, facility management, customer service, and maintenance, covering residential, commercial, office buildings, industrial parks, and schools[31](index=31&type=chunk)[32](index=32&type=chunk) - Non-owner value-added services include consulting for other property management companies, preliminary planning and design consulting for real estate developers, co-selling services, acceptance services, and property maintenance services[33](index=33&type=chunk)[35](index=35&type=chunk) - Community value-added services include eight major categories: real estate agency, home beautification, community convenience, public area value-added, intelligent services, retail services, asset management services, and home decoration services[34](index=34&type=chunk)[35](index=35&type=chunk) Total Revenue Breakdown by Business Line (For the six months ended June 30, 2025) | Business Line | Revenue (RMB thousand) | % of Total | | :--- | :--- | :--- | | Property Management Services | 420,018 | 82.3 | | Non-Owner Value-Added Services | 10,993 | 2.2 | | Community Value-Added Services | 79,360 | 15.5 | | **Total** | **510,371** | **100.0** | Property Management Services Revenue, GFA Under Management, and Project Count by Developer Type (As of June 30, 2025) | Developer Type | Revenue (RMB thousand) | Project Count | GFA Under Management (thousand sq.m.) | | :--- | :--- | :--- | :--- | | Hongyang Group | 166,735 | 98 | 17,624 | | Third-Party Real Estate Developers | 253,283 | 225 | 30,607 | | - Third-Party Developers | 168,934 | 170 | 22,017 | | - Joint Ventures and Associates of Hongyang Group | 84,349 | 55 | 8,590 | | **Total** | **420,018** | **323** | **48,231** | Property Management Services Revenue, GFA Under Management, and Project Count by Property Type (As of June 30, 2025) | Property Type | Revenue (RMB thousand) | Project Count | GFA Under Management (thousand sq.m.) | | :--- | :--- | :--- | :--- | | Residential Properties | 352,785 | 252 | 43,770 | | Non-Residential Properties | 67,233 | 71 | 4,461 | | **Total** | **420,018** | **323** | **48,231** | Property Management Services Revenue, GFA Under Management, and Project Count by Geographical Distribution (As of June 30, 2025) | City | Revenue (RMB thousand) | Project Count | GFA Under Management (thousand sq.m.) | | :--- | :--- | :--- | :--- | | Nanjing | 118,274 | 95 | 12,962 | | Jiangsu (excluding Nanjing) | 99,567 | 81 | 14,644 | | Shanghai | 4,466 | 1 | 601 | | Anhui | 47,021 | 35 | 7,269 | | Shandong | 773 | 1 | 100 | | Hunan | 9,067 | 9 | 1,111 | | Henan | 2,164 | 1 | 239 | | Zhejiang | 16,559 | 11 | 1,331 | | Hubei | 76,168 | 47 | 5,617 | | Chongqing | 16,278 | 8 | 1,101 | | Guangdong | 7,634 | 6 | 685 | | Jiangxi | 4,210 | 3 | 411 | | Sichuan | 16,217 | 17 | 1,743 | | Shaanxi | 1,620 | 8 | 417 | | **Total** | **420,018** | **323** | **48,231** | [Financial Review](index=17&type=section&id=Financial%20Review) Revenue increased due to property management and community services, but higher costs led to reduced gross profit and net profit, while the debt-to-asset ratio improved - Total revenue was **RMB 510.4 million**, a year-on-year increase of **9.7%**, primarily due to increased revenue from property management services and community value-added services[47](index=47&type=chunk)[52](index=52&type=chunk) - Revenue from property management services was **RMB 420.0 million**, a year-on-year increase of **11.9%**, mainly due to an increase in property management projects[48](index=48&type=chunk)[53](index=53&type=chunk) - Revenue from non-owner value-added services was **RMB 11.0 million**, a year-on-year decrease of **45.8%**, primarily due to a reduction in on-site projects served[49](index=49&type=chunk)[54](index=54&type=chunk) - Revenue from community value-added services was **RMB 79.4 million**, a year-on-year increase of **14.1%**, mainly due to increased revenue from community retail services[50](index=50&type=chunk)[55](index=55&type=chunk) - Cost of services was **RMB 397.0 million**, an increase of approximately **17.5%** year-on-year, primarily due to increased staff costs and outsourcing costs for property management projects[51](index=51&type=chunk)[56](index=56&type=chunk) - Gross profit was **RMB 113.4 million**, a year-on-year decrease of **11.1%**, and the gross profit margin was **22.2%**, a year-on-year decrease of **5.2 percentage points**, mainly due to increased costs for property management services[57](index=57&type=chunk)[58](index=58&type=chunk)[60](index=60&type=chunk)[61](index=61&type=chunk) Gross Profit Margin by Business Line (For the six months ended June 30, 2025) | Business Line | 2025 Gross Profit Margin (%) | 2024 Gross Profit Margin (%) | | :--- | :--- | :--- | | Property Management Services | 20.0% | 26.4% | | Non-Owner Value-Added Services | 15.0% | 15.0% | | Community Value-Added Services | 35.1% | 36.6% | | **Total** | **22.2%** | **27.4%** | - Administrative expenses were **RMB 41.4 million**, an increase of approximately **34.9%** year-on-year, mainly due to an increase in project management personnel[65](index=65&type=chunk)[69](index=69&type=chunk) - Net impairment losses on financial assets were **RMB 26.9 million**, a decrease from **RMB 40.9 million** in the same period of 2024, primarily due to a decrease in impairment provisions for receivables from related companies[70](index=70&type=chunk)[74](index=74&type=chunk) - Profit before tax was **RMB 44.3 million**, a year-on-year decrease of approximately **19.0%**[71](index=71&type=chunk)[75](index=75&type=chunk) - Income tax expense was **RMB 15.8 million**, a year-on-year increase of approximately **9.0%**, mainly due to a decrease in deferred income tax expenses recognized in the current period[72](index=72&type=chunk)[76](index=76&type=chunk) - As of June 30, 2025, current assets were **RMB 1,307.3 million**, a slight decrease from December 31, 2024[73](index=73&type=chunk)[77](index=77&type=chunk) - Cash and bank balances were **RMB 478.0 million**, a decrease of **14.7%** from December 31, 2024[73](index=73&type=chunk)[77](index=77&type=chunk) - The debt-to-asset ratio was **40.6%**, a decrease of **4.6 percentage points** from **45.2%** as of December 31, 2024[73](index=73&type=chunk)[77](index=77&type=chunk) - Total equity was **RMB 937.5 million**, an increase of **3.1%** from December 31, 2024, primarily due to growth from operating profit[78](index=78&type=chunk)[82](index=82&type=chunk) - Trade receivables were **RMB 308.1 million**, an increase of approximately **6.3%** from December 31, 2024, mainly due to an increase in the number of projects under management[80](index=80&type=chunk)[83](index=83&type=chunk) - Trade payables were **RMB 120.9 million**, a decrease of approximately **34.2%** from December 31, 2024, mainly due to shorter payment terms with outsourcing suppliers[85](index=85&type=chunk)[89](index=89&type=chunk) [Outlook for the Second Half of 2025](index=23&type=section&id=Outlook%20for%20the%20Second%20Half%20of%202025) The group aims for sustainable, quality growth by enhancing service innovation, resource focus, and operational efficiency through strategic initiatives and talent development - The Group will continue to expand into new sectors, deeply cultivate advantageous areas, balance the complementary relationship between business increments and existing assets, and promote comprehensive breakthroughs in new businesses and continuous optimization of existing businesses[94](index=94&type=chunk)[96](index=96&type=chunk) - In the second half of the year, the focus will be on developing three core capabilities: "service innovation, resource focus, and efficient operations"[95](index=95&type=chunk)[97](index=97&type=chunk) - In terms of service innovation, the Group will deepen customized standards for various property types, extend the residential community service chain vertically, expand non-residential space operation scenarios horizontally, and accelerate the implementation of intelligent platforms and IoT tools[97](index=97&type=chunk) - Regarding resource focus, the Group will build a "headquarters coordination + regional linkage" mechanism, deeply cultivate core city clusters, expand into new scenarios such as urban services and public supporting facilities, and accelerate ecosystem expansion through strategic joint ventures and mergers and acquisitions[99](index=99&type=chunk)[100](index=100&type=chunk) - For efficient operations, the Group will optimize its talent "selection, cultivation, utilization, and retention" mechanism, compile a comprehensive service manual for all property types, and promote a mobile management and control platform across all regions to achieve online and data-driven service processes[99](index=99&type=chunk)[101](index=101&type=chunk) - Centered on investment-driven strategy, the Group will focus on standard construction, promote the implementation of multi-property type standardized operation guidelines, optimize investment mechanisms, and integrate investment and budget systems[102](index=102&type=chunk)[105](index=105&type=chunk) - Organizational development will be strengthened, adhering to the talent allocation principle of "lean headquarters, strong regions, excellent projects," and systematically building four key talent teams: "Hong Elite," "Hong Butler," "Hong Master," and "Hong Guard"[104](index=104&type=chunk)[107](index=107&type=chunk) - Upholding the core values of "business with integrity, sincerity leads to far-reaching success," the Group will foster cultural cohesion and activate team momentum through a culture of great love[108](index=108&type=chunk)[111](index=111&type=chunk) [Significant Investments, Acquisitions and Disposals](index=26&type=section&id=Significant%20Investments%2C%20Acquisitions%20and%20Disposals) The company entered agreements to acquire parking spaces and equity in three entities, with total consideration offset against receivables - On February 17, 2025, the Company entered into a framework agreement for the transfer of parking spaces with Hongyang Group, intending to acquire the ownership or usage rights of target parking spaces for approximately **RMB 230.92 million**[110](index=110&type=chunk)[113](index=113&type=chunk) - On the same day, Nanjing Hongshenghuo Property Consulting Co., Ltd., an indirect wholly-owned subsidiary of the Company, entered into equity transfer agreements with subsidiaries of Hongyang Group to conditionally acquire **70%** equity in Chengdu Hongsheng Heding Real Estate Development Co., Ltd. (approximately **RMB 142.4 million**), **20%** equity in Suqian Tongjin Hongzhiye Co., Ltd. (approximately **RMB 73.95 million**), and **19%** equity in Jurong Jinjiarun Real Estate Development Co., Ltd. (approximately **RMB 41.34 million**)[114](index=114&type=chunk)[118](index=118&type=chunk) - The total consideration for these equity interests will be offset against outstanding receivables on an equivalent basis, with no cash payment involved[114](index=114&type=chunk)[118](index=118&type=chunk) - As of June 30, 2025, and the approval date of the condensed consolidated financial information, the transaction had not yet been completed[116](index=116&type=chunk)[119](index=119&type=chunk) [Employment and Remuneration Policies](index=28&type=section&id=Employment%20and%20Remuneration%20Policies) The group employs 2,799 staff, implementing competitive remuneration and multi-tiered talent development programs - As of June 30, 2025, the Group had a total of **2,799 employees**, with **2,326** engaged in residential property management and **473** in non-residential property management[121](index=121&type=chunk)[125](index=125&type=chunk) - Employee remuneration is primarily determined based on responsibilities, job performance, and market levels, complemented by competitive compensation, talent development strategies, internal promotion systems, and corporate culture[122](index=122&type=chunk)[125](index=125&type=chunk) - The Group has designed a three-tiered talent development program, including the "General Plan," "Hong Elite Plan," and "Hongyao Plan," conducted through "offline intensive training + on-site delivery to the front line" methods[123](index=123&type=chunk)[125](index=125&type=chunk) [Events after the Reporting Period](index=29&type=section&id=Events%20after%20the%20Reporting%20Period) No significant post-reporting period events occurred after June 30, 2025 - The Company did not undertake any significant events after June 30, 2025[127](index=127&type=chunk)[129](index=129&type=chunk) [Exposure to Foreign Exchange Risk](index=29&type=section&id=Exposure%20to%20Foreign%20Exchange%20Risk) Operating primarily in China, the group's transactions are mainly denominated and settled in RMB, with ongoing monitoring of foreign exchange activities - The Group primarily operates in China, with most transactions denominated and settled in RMB[128](index=128&type=chunk)[130](index=130&type=chunk) - The Group will continue to monitor foreign exchange activities and make its best efforts to safeguard cash value[128](index=128&type=chunk)[130](index=130&type=chunk) [Corporate Governance/Other Information](index=30&type=section&id=Corporate%20Governance%2FOther%20Information) This section outlines the company's adherence to corporate governance standards, director and shareholder interests, public float, audit committee activities, and securities transactions [Corporate Governance](index=30&type=section&id=Corporate%20Governance) The group adheres to high corporate governance standards, complying with the HKEX Corporate Governance Code - The Group has adopted the HKEX Corporate Governance Code as its corporate governance standard[132](index=132&type=chunk)[136](index=136&type=chunk) - During the reporting period, the Company complied with all applicable code provisions in Part 2 of the Corporate Governance Code[132](index=132&type=chunk)[136](index=136&type=chunk) [Compliance with Model Code for Securities Transactions by Directors](index=30&type=section&id=Compliance%20with%20Model%20Code%20for%20Securities%20Transactions%20by%20Directors) The company's directors confirmed compliance with the HKEX Model Code for Securities Transactions by Directors - The Company has adopted the HKEX Model Code for Securities Transactions by Directors of Listed Issuers[134](index=134&type=chunk)[138](index=138&type=chunk) - The directors confirmed that they have complied with the required standards set out in the Model Code throughout the reporting period[134](index=134&type=chunk)[139](index=139&type=chunk) [Changes in Information of Directors and Chief Executive Officer](index=30&type=section&id=Changes%20in%20Information%20of%20Directors%20and%20Chief%20Executive%20Officer) No changes in information of directors and the chief executive officer required disclosure during the reporting period - During the reporting period, there were no changes in the information of directors and the Company's chief executive officer required to be disclosed pursuant to Rule 13.51B(1) of the Listing Rules[135](index=135&type=chunk)[140](index=140&type=chunk) [Directors' and Chief Executive's Interests](index=31&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests) As of June 30, 2025, no directors or chief executive held disclosable interests in the company's shares or debentures - As of June 30, 2025, no directors or the Company's chief executive held any disclosable interests or short positions in the shares, underlying shares, and debentures of the Company or its associated corporations[141](index=141&type=chunk)[142](index=142&type=chunk) [Substantial Shareholders' Interests](index=32&type=section&id=Substantial%20Shareholders'%20Interests) Redsun Services Group (Holdings) and its affiliates hold a 72.77% equity interest, with various noteholders having security interests in the company's shares Interests and Short Positions of Substantial Shareholders in the Company's Shares and Underlying Shares (As of June 30, 2025) | Name of Substantial Shareholder | Nature of Interest | Number of Shares | Approximate Percentage | | :--- | :--- | :--- | :--- | | Redsun Services Group (Holdings) | Beneficial owner | 301,994,000 | 72.77% | | Hong Yang Group Company | Interest in controlled corporation | 301,994,000 | 72.77% | | Hong Yang International | Interest in controlled corporation | 301,994,000 | 72.77% | | Hong Yang Group (Holdings) | Interest in controlled corporation | 301,994,000 | 72.77% | | Mr. Zeng Huansha | Interest in controlled corporation | 301,994,000 | 72.77% | | Ms. Chen Sihong | Spouse's interest | 301,994,000 | 72.77% | | Serica Agency Limited | Person with a security interest in shares | 301,994,000 | 72.77% | | Ares Holdings L.P. | Person with a security interest in shares | 75,649,496 | 18.23% | | BFAM Partners (Cayman) Limited | Person with a security interest in shares | 65,895,091 | 15.88% | | Investment Opportunities V Pte. Limited | Person with a security interest in shares | 43,366,338 | 10.45% | | Ares SSG Capital Partners VI GP, Ltd. | Person with a security interest in shares | 32,283,158 | 7.78% | | Ares SSG Capital Partners VI, L.P. | Person with a security interest in shares | 32,283,158 | 7.78% | | CP6 Hold Co 2 Limited | Person with a security interest in shares | 32,283,158 | 7.78% | | Union Lead Capital Limited | Person with a security interest in shares | 32,283,158 | 7.78% | - Redsun Services Group (Holdings) granted a security interest over **100%** of its shares in the Company (representing approximately **72.77%** of the total issued share capital) to Serica Agency Limited as beneficiary, providing credit support for senior secured notes issued by Hongsheng Limited, a wholly-owned subsidiary of Hongyang Group[147](index=147&type=chunk) [Sufficiency of Public Float](index=35&type=section&id=Sufficiency%20of%20Public%20Float) The company maintained the required public float as stipulated by the Listing Rules - The Company has maintained a sufficient public float as required by the Listing Rules[151](index=151&type=chunk)[155](index=155&type=chunk) [Audit Committee](index=35&type=section&id=Audit%20Committee) The Audit Committee, chaired by Mr. Zhao Xianbo, reviewed the unaudited interim results and confirmed compliance with accounting standards - The Audit Committee comprises four directors, including three independent non-executive directors (Mr. Zhao Xianbo, Ms. Wang Fen, Mr. Li Xiaohang) and one non-executive director (Mr. Zeng Juncai)[153](index=153&type=chunk)[156](index=156&type=chunk) - The Audit Committee is chaired by Mr. Zhao Xianbo, who possesses professional accounting and relevant financial management expertise[153](index=153&type=chunk)[156](index=156&type=chunk) - The Committee has reviewed the Company's unaudited condensed consolidated interim results for the six months ended June 30, 2025, and confirmed compliance with all applicable accounting principles, standards, and disclosure requirements, with adequate disclosures made[153](index=153&type=chunk)[156](index=156&type=chunk) [Interim Dividend](index=35&type=section&id=Interim%20Dividend) The Board does not recommend paying any interim dividend for the six months ended June 30, 2025 - The Board does not recommend the payment of any interim dividend for the six months ended June 30, 2025 (2024 same period: nil)[154](index=154&type=chunk)[157](index=157&type=chunk) [Purchase, Sale or Redemption of Listed Securities](index=36&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20Listed%20Securities) Neither the company nor its subsidiaries purchased, sold, or redeemed any listed securities during the reporting period - During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[159](index=159&type=chunk) - As of the end of the reporting period, the Company did not hold any treasury shares[159](index=159&type=chunk) [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=36&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2025, the company reported RMB 510.4 million in revenue, RMB 113.4 million in gross profit, and RMB 28.5 million in profit for the period Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Summary (For the six months ended June 30, 2025) | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Revenue | 510,371 | 465,332 | | Cost of services | (396,971) | (337,795) | | Gross profit | 113,400 | 127,537 | | Other income and gains | 1,671 | 1,515 | | Selling and distribution expenses | (1,020) | (636) | | Administrative expenses | (41,387) | (30,727) | | Net impairment losses on financial assets | (26,858) | (40,852) | | Other expenses | (1,003) | (1,329) | | Finance costs | (545) | (862) | | Profit before tax | 44,258 | 54,646 | | Income tax expense | (15,788) | (14,515) | | Profit for the period | 28,470 | 40,131 | | Profit attributable to owners of the parent | 24,444 | 36,602 | | Profit attributable to non-controlling interests | 4,026 | 3,529 | | Basic and diluted earnings per share | RMB 0.06 | RMB 0.09 | [Condensed Consolidated Statement of Financial Position](index=37&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, total assets less current liabilities were RMB 958.9 million, with net assets at RMB 937.5 million, and cash and bank balances at RMB 478.0 million Condensed Consolidated Statement of Financial Position Summary (As of June 30, 2025) | Indicator | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | **Non-current assets** | | | | Property, plant and equipment | 22,076 | 25,333 | | Goodwill | 175,050 | 175,050 | | Other intangible assets | 49,502 | 57,725 | | Deferred tax assets | 25,530 | 25,013 | | **Total non-current assets** | **272,158** | **283,121** | | **Current assets** | | | | Inventories | 4,875 | 268 | | Trade receivables | 308,103 | 289,936 | | Prepayments, other receivables and other assets | 120,143 | 133,010 | | Amounts due from related companies | 396,173 | 391,412 | | Cash and bank balances | 478,039 | 560,574 | | **Total current assets** | **1,307,333** | **1,375,200** | | **Current liabilities** | | | | Trade payables | 120,924 | 183,776 | | Other payables and accruals | 143,083 | 177,671 | | Contract liabilities | 258,013 | 258,594 | | Interest-bearing bank borrowings | 13,861 | 13,831 | | Tax payable | 84,654 | 85,136 | | **Total current liabilities** | **620,535** | **719,008** | | **Net current assets** | **686,798** | **656,192** | | **Total assets less current liabilities** | **958,956** | **939,313** | | **Non-current liabilities** | | | | Interest-bearing bank borrowings | 10,341 | 17,235 | | Deferred tax liabilities | 11,067 | 13,000 | | **Total non-current liabilities** | **21,408** | **30,235** | | **Net assets** | **937,548** | **909,078** | | **Total equity** | **937,548** | **909,078** | [Condensed Consolidated Statement of Changes in Equity](index=39&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) Equity attributable to owners of the parent increased from RMB 898.1 million to RMB 922.5 million for the six months ended June 30, 2025, driven by comprehensive income Condensed Consolidated Statement of Changes in Equity Summary (For the six months ended June 30, 2025) | Item | Share Capital (RMB thousand) | Share Premium (RMB thousand) | Merger Reserve (RMB thousand) | Statutory Surplus Reserve (RMB thousand) | Retained Profits (RMB thousand) | Total Attributable to Owners of the Parent (RMB thousand) | Non-controlling Interests (RMB thousand) | Total Equity (RMB thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | At January 1, 2025 (audited) | 3,764 | 387,262 | 87,849 | 71,377 | 347,806 | 898,058 | 11,020 | 909,078 | | Total comprehensive income for the period | – | – | – | – | 24,444 | 24,444 | 4,026 | 28,470 | | At June 30, 2025 (unaudited) | 3,764 | 387,262 | 87,849 | 71,377 | 372,250 | 922,502 | 15,046 | 937,548 | | At January 1, 2024 (audited) | 3,764 | 387,262 | 87,849 | 66,450 | 338,347 | 883,672 | 14,900 | 898,572 | | Total comprehensive income for the period | – | – | – | – | 36,602 | 36,602 | 3,529 | 40,131 | | At June 30, 2024 (unaudited) | 3,764 | 387,262 | 87,849 | 66,450 | 374,949 | 920,274 | 18,429 | 938,703 | [Condensed Consolidated Statement of Cash Flows](index=40&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash used in operating, investing, and financing activities resulted in a net decrease of RMB 87.1 million in cash and cash equivalents Condensed Consolidated Statement of Cash Flows Summary (For the six months ended June 30, 2025) | Cash Flow Activity | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Net cash flows used in operating activities | (78,103) | (142,697) | | Net cash flows used in investing activities | (1,545) | (3,935) | | Net cash flows used in financing activities | (7,409) | (8,409) | | **Net decrease in cash and cash equivalents** | **(87,057)** | **(155,041)** | | Cash and cash equivalents at beginning of period | 560,574 | 637,775 | | Effect of foreign exchange rate changes, net | 73 | 132 | | **Cash and cash equivalents at end of period** | **473,590** | **482,866** | [Notes to Condensed Consolidated Financial Information](index=44&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Information) This section provides detailed notes on the company's information, basis of preparation, accounting policies, segment data, revenue, profit before tax, and other financial disclosures [Corporate and Group Information](index=44&type=section&id=Corporate%20and%20Group%20Information) Hong Yang Services Group Company Limited, incorporated in the Cayman Islands, is listed on HKEX and primarily provides property management and value-added services - The Company was incorporated in the Cayman Islands on December 12, 2019, and its shares have been listed on the Main Board of the Stock Exchange of Hong Kong since July 7, 2020[173](index=173&type=chunk)[176](index=176&type=chunk) - During the reporting period, the Group was principally engaged in providing property management services, non-owner value-added services, and community value-added services[174](index=174&type=chunk)[176](index=176&type=chunk) - The Company's controlling company is Hong Yang Services Group (Holdings) Limited, incorporated in the British Virgin Islands[174](index=174&type=chunk)[177](index=177&type=chunk) [Basis of Preparation](index=44&type=section&id=Basis%20of%20Preparation) The condensed consolidated financial information is prepared in accordance with IAS 34 and should be read with the annual financial statements - The condensed consolidated financial information has been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting"[175](index=175&type=chunk)[178](index=178&type=chunk) - The condensed consolidated financial information should be read in conjunction with the Group's annual consolidated financial statements for the year ended December 31, 2024[175](index=175&type=chunk)[178](index=178&type=chunk) [Changes in Accounting Policies and Disclosures](index=45&type=section&id=Changes%20in%20Accounting%20Policies%20and%20Disclosures) Accounting policies remain consistent with 2024, with no significant impact from the initial adoption of IAS 21 amendments - Accounting policies are consistent with the 2024 annual consolidated financial statements, except for the initial adoption of "Amendments to IAS 21: Lack of Exchangeability"[179](index=179&type=chunk)[180](index=180&type=chunk)[181](index=181&type=chunk) - As the Group's transaction currency and functional currency are both convertible, this amendment has no significant impact on the condensed consolidated financial statements[180](index=180&type=chunk)[181](index=181&type=chunk) [Operating Segment Information](index=46&type=section&id=Operating%20Segment%20Information) Management monitors operating results by project location, but all locations are aggregated into one reportable segment due to similar economic characteristics - Management monitors operating results by project location, but all locations are aggregated into one reportable operating segment[183](index=183&type=chunk)[185](index=185&type=chunk) - The Group's revenue from external customers is derived solely from its operations in mainland China, and no non-current assets are located outside mainland China[184](index=184&type=chunk)[186](index=186&type=chunk) - For the six months ended June 30, 2025, no single customer contributed more than **10%** to total revenue[188](index=188&type=chunk) [Revenue Analysis](index=47&type=section&id=Revenue%20Analysis) For the six months ended June 30, 2025, total revenue was RMB 510.4 million, primarily from property management services, with most revenue recognized over time Revenue Analysis (For the six months ended June 30, 2025) | Business Line | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Property Management Services | 420,018 | 375,410 | | Non-Owner Value-Added Services | 10,993 | 20,321 | | Community Value-Added Services | 79,360 | 69,601 | | **Total** | **510,371** | **465,332** | Revenue from Customers by Timing of Recognition (For the six months ended June 30, 2025) | Revenue Recognition Method | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Revenue from customers recognized over time | 427,937 | 391,626 | | Revenue from customers recognized at a point in time | 82,434 | 73,706 | | **Total** | **510,371** | **465,332** | [Profit Before Tax Details](index=48&type=section&id=Profit%20Before%20Tax%20Details) Profit before tax is presented after deducting service costs, depreciation, amortization, and impairment losses, and including net foreign exchange gains Items Deducted/(Credited) from Profit Before Tax (For the six months ended June 30, 2025) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Cost of services provided | 396,971 | 337,795 | | Depreciation of property, plant and equipment | 4,636 | 3,530 | | Depreciation of right-of-use assets | – | 629 | | Amortisation of other intangible assets | 7,999 | 8,133 | | Net foreign exchange gains | (73) | (132) | | Impairment losses on amounts due from related companies | 19,831 | 26,064 | | Impairment losses on trade receivables | 2,086 | 13,984 | | Impairment losses on financial assets included in prepayments, other receivables and other assets | 4,941 | 804 | | Loss on disposal of property, plant and equipment | 166 | 120 | [Income Tax Expense](index=49&type=section&id=Income%20Tax%20Expense) Group subsidiaries in mainland China are generally subject to a 25% corporate income tax rate, with some enjoying preferential rates - Subsidiaries operating in mainland China are generally subject to a corporate income tax rate of **25%**[197](index=197&type=chunk)[198](index=198&type=chunk) - Some subsidiaries located in western China or qualifying as small and micro enterprises may enjoy preferential tax rates of **15%**, **2.5%**, or **5%**[197](index=197&type=chunk)[198](index=198&type=chunk) Income Tax Expense Analysis (For the six months ended June 30, 2025) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Current tax: Corporate income tax | 18,237 | 22,024 | | Deferred tax | (2,449) | (7,509) | | **Total tax expense for the period** | **15,788** | **14,515** | [Dividends](index=50&type=section&id=Dividends) The Board has resolved not to declare an interim dividend for the six months ended June 30, 2025 - The Board has resolved not to declare an interim dividend for the six months ended June 30, 2025 (2024 same period: nil)[201](index=201&type=chunk)[204](index=204&type=chunk) [Earnings Per Share](index=50&type=section&id=Earnings%20Per%20Share) Basic and diluted earnings per share attributable to owners of the parent for the six months ended June 30, 2025, was RMB 0.06 - The amount of basic earnings per share attributable to ordinary equity holders of the parent is calculated based on the profit for the period of **RMB 24,444 thousand** and the weighted average number of ordinary shares outstanding of **415,000,000** shares[202](index=202&type=chunk)[205](index=205&type=chunk)[207](index=207&type=chunk) - For the six months ended June 30, 2025, basic and diluted earnings per share was **RMB 0.06**[161](index=161&type=chunk) - There were no potentially dilutive ordinary shares outstanding during the period, so no dilution-related adjustments were made to the basic earnings per share amount[203](index=203&type=chunk)[205](index=205&type=chunk) [Property, Plant and Equipment](index=51&type=section&id=Property%2C%20Plant%20and%20Equipment) For the six months ended June 30, 2025, the group acquired assets at a cost of RMB 1.795 million and disposed of assets resulting in a net loss of RMB 0.166 million - For the six months ended June 30, 2025, the Group acquired assets at a cost of **RMB 1.795 million**[208](index=208&type=chunk)[209](index=209&type=chunk) - The Group disposed of assets with a net book value of **RMB 0.545 million**, resulting in a net loss on disposal of **RMB 0.166 million**[208](index=208&type=chunk)[209](index=209&type=chunk) [Trade Receivables](index=51&type=section&id=Trade%20Receivables) As of June 30, 2025, total trade receivables were RMB 308.1 million, with the majority due within one year, and expected credit losses measured using a provision matrix Ageing Analysis of Trade Receivables (As of June 30, 2025) | Ageing | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Within 1 year | 221,541 | 186,521 | | 1 to 2 years | 62,408 | 71,535 | | 2 to 3 years | 17,931 | 25,855 | | Over 3 years | 6,223 | 6,025 | | **Total** | **308,103** | **289,936** | Credit Risk Information for Trade Receivables (As of June 30, 2025) | Ageing | Expected Credit Loss Rate (%) | Gross Carrying Amount (RMB thousand) | Expected Credit Loss (RMB thousand) | | :--- | :--- | :--- | :--- | | Current | 3.61% | 229,844 | 8,303 | | 1 to 2 years | 6.50% | 66,748 | 4,340 | | 2 to 3 years | 16.48% | 21,469 | 3,538 | | Over 3 years | 47.83% | 11,928 | 5,705 | | **Total** | **6.63%** | **329,989** | **21,886** | [Cash and Cash Equivalents](index=53&type=section&id=Cash%20and%20Cash%20Equivalents) As of June 30, 2025, cash and bank balances totaled RMB 478.0 million, with cash and cash equivalents at RMB 473.6 million after restricted cash Cash and Cash Equivalents Analysis (As of June 30, 2025) | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Cash and bank balances | 478,039 | 560,574 | | Less: Restricted cash | (4,449) | (1,504) | | **Cash and cash equivalents** | **473,590** | **559,070** | - As of June 30, 2025, cash and bank balances denominated in RMB amounted to **RMB 476,111 thousand**[219](index=219&type=chunk)[222](index=222&type=chunk) - Cash and bank balances are deposited with reputable banks that have no recent history of default and are rated as performing well in terms of credit risk[220](index=220&type=chunk)[221](index=221&type=chunk)[222](index=222&type=chunk) [Trade Payables](index=54&type=section&id=Trade%20Payables) As of June 30, 2025, total trade payables were RMB 120.9 million, with the vast majority due within one year Ageing Analysis of Trade Payables (As of June 30, 2025) | Ageing | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Within 1 year | 118,556 | 179,903 | | Over 1 year | 2,368 | 3,873 | | **Total** | **120,924** | **183,776** | [Other Payables and Accruals](index=54&type=section&id=Other%20Payables%20and%20Accruals) As of June 30, 2025, other payables and accruals totaled RMB 143.1 million, primarily comprising deposits received, wages, and utility collections Other Payables and Accruals Analysis (As of June 30, 2025) | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Collections on behalf of community residents for utilities | 23,920 | 49,849 | | Deposits received | 60,861 | 65,979 | | Other taxes payable | 31,514 | 27,795 | | Wages and welfare payable | 22,669 | 22,138 | | Others | 4,119 | 11,910 | | **Total** | **143,083** | **177,671** | [Share Capital](index=55&type=section&id=Share%20Capital) As of June 30, 2025, issued and fully paid share capital consisted of 415,000,000 ordinary shares at HK$0.01 par value each, amounting to RMB 3.764 million Share Capital Analysis (As of June 30, 2025) | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Issued and fully paid: 415,000,000 ordinary shares of HK$0.01 each | 3,764 | 3,764 | [Contingent Liabilities](index=55&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the group had no significant contingent liabilities or guarantees - As of June 30, 2025, the Group had no significant contingent liabilities or guarantees[230](index=230&type=chunk)[231](index=231&type=chunk) [Commitments](index=55&type=section&id=Commitments) As of the reporting period end, the group had contracted but unprovided commitments for other intangible assets totaling RMB 5.86 million Contractual Commitments (As of June 30, 2025) | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Contracted but not provided for: Other intangible assets | 5,860 | 4,794 | | **Total** | **5,860** | **4,794** | [Related Party Transactions](index=56&type=section&id=Related%20Party%20Transactions) The group engaged in property management, non-owner value-added, and community value-added services with fellow subsidiaries and joint ventures, including asset acquisitions offset by receivables Transactions with Related Parties (For the six months ended June 30, 2025) | Transaction Type | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Fellow subsidiaries: Property management service income | 20,928 | 31,993 | | Fellow subsidiaries: Non-owner value-added service income | 6,874 | 20,271 | | Fellow subsidiaries: Community value-added service income | – | 453 | | Joint ventures and associates of fellow subsidiaries: Property management service income | 6,279 | 9,900 | | Joint ventures and associates of fellow subsidiaries: Non-owner value-added service income | 2,207 | 14,305 | - During the period, the Group entered into a one-year lease agreement with a fellow subsidiary, with an annual rent of **RMB 808 thousand**[246](index=246&type=chunk) - As of June 30, 2025, the balance of agent deposits receivable from fellow subsidiaries was **RMB 299,746 thousand**[246](index=246&type=chunk) - The Company entered into a parking space transfer framework agreement and equity transfer agreements with fellow subsidiaries to conditionally acquire parking space rights and equity in three entities, with the total consideration to be offset against outstanding receivables on an equivalent basis[246](index=246&type=chunk) Unpaid Balances of Amounts Due from Related Companies (As of June 30, 2025) | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Trade-related: Fellow subsidiaries | 365,971 | 361,506 | | Trade-related: Joint ventures and associates of fellow subsidiaries | 30,202 | 29,906 | | **Total** | **396,173** | **391,412** | | Gross amount | 586,280 | 561,688 | | Impairment | (190,107) | (170,276) | | Net book value | 396,173 | 391,412 | Movement in Impairment Provision for Amounts Due from Related Companies (For the six months ended June 30, 2025) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | At beginning of year | 170,276 | 110,865 | | Impairment losses recognised | 19,831 | 59,411 | | At end of year | 190,107 | 170,276 | Key Management Personnel Compensation (For the six months ended June 30, 2025) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Short-term employee benefits | 1,233 | 2,065 | | Contributions to pension schemes and social welfare | 151 | 280 | | **Total compensation paid to key management personnel** | **1,384** | **2,345** | [Fair Value and Fair Value Hierarchy of Financial Instruments](index=60&type=section&id=Fair%20Value%20and%20Fair%20Value%20Hierarchy%20of%20Financial%20Instruments) Management assesses that the fair values of various financial instruments approximate their carrying amounts due to short maturity periods - Management has assessed that the fair values of various financial instruments approximate their carrying amounts, primarily due to the short maturity periods of these instruments[259](index=259&type=chunk)[261](index=261&type=chunk) - The Group's finance department is responsible for determining policies and procedures for fair value measurement of financial instruments, which are reviewed and approved by the Chief Financial Officer[260](index=260&type=chunk)[261](index=261&type=chunk) [Events After the Reporting Period](index=61&type=section&id=Events%20After%20the%20Reporting%20Period) No significant post-reporting period events occurred after June 30, 2025 - The Company did not undertake any significant events after June 30, 2025[263](index=263&type=chunk)[266](index=266&type=chunk) [Approval of the Condensed Consolidated Financial Information](index=61&type=section&id=Approval%20of%20the%20Condensed%20Consolidated%20Financial%20Information) The condensed consolidated financial information was approved and authorized for issue by the Board of Directors on August 26, 2025 - The condensed consolidated financial information was approved and authorized for issue by the Company's Board of Directors on August 26, 2025[264](index=264&type=chunk)[267](index=267&type=chunk)

CORPORATE PROFILE China Mengniu Dairy Company Limited (the "Company"; stock code: 2319) and its subsidiaries (collectively "the Group" or "Mengniu") mainly manufacture and distribute quality dairy products in China. It is one of the leading dairy product manufacturers in China, with MENGNIU as its core brand. Mengniu offers diversified products including liquid milk products, ice cream, milk formula and cheese. In March 2014, Mengniu became a Hang Seng Index constituent, making it the first blue-chip Chines ...

(於新加坡共和國註冊成立的有限公司) 股份代號:2588 *僅供識別 著眼全球謀發展 2025年中期報告 公司2025年上半年稅後淨利潤為3.42億美元， 每股收益為0.49美元，較2024年上半年稅後 淨利潤4.60億美元及每股收益0.66美元有所減 少。然而，與2024年上半年的核心稅後淨利潤 2.84億美元相比，盈利增長20%。 截至2025年上半年末，公司自有機隊共有441 架飛機，平均機齡為5.0年，加權平均剩餘租期 為7.9年。我們亦連續第二個季度達到100%的 利用率，五年多來首次實現所有飛機處於租賃狀 態，這充分體現了航空公司客戶的強勁需求、我 們的風險管理能力以及投資組合的信用質量。 公司在2025年上半年向航空公司客戶交付了24 架新飛機，高於去年的18架，預計下半年將交付 至少相似數量的飛機。我們還簽訂了公司歷史上 最大的新飛機訂單，包括70架空客A320NEO 系列及50架波音737-8飛機。公司在2025年上 半年新增143架飛機訂單，使訂單總數達到351 架。公司的未來交付計劃規模在全球飛機租賃公 司中排名前列，為公司核心資產增長奠定了堅實 基礎。 2025年上半年經營收入及其他收 ...

Corporate Information This section provides fundamental corporate details of the Group, including board members, committees, and key operational addresses [Company Overview](index=2&type=section&id=2%20Corporate%20Information) This section details the fundamental corporate information of Yuzhou Group Holdings Company Limited and its subsidiaries - Board members include Executive Directors Ms. Guo Yinglan and Mr. Lin Conghui, Non-executive Directors Mr. Lam Lung On and Mr. Lam Wai Hon (appointed on September 1, 2025), and Independent Non-executive Directors Mr. Lam Kwong Siu, Mr. Wong Shun Kwong, and Mr. Yu Shangyou[3](index=3&type=chunk)[5](index=5&type=chunk) - Mr. Liang Xingchao was appointed as a Non-executive Director on April 11, 2025, and resigned on August 29, 2025; Mr. Song Jiajun resigned on April 11, 2025[3](index=3&type=chunk)[5](index=5&type=chunk) - The company's principal executive and management centers are located in Shanghai and Shenzhen, China, with its Hong Kong principal place of business in Central[6](index=6&type=chunk)[8](index=8&type=chunk) Chairman's Statement The Chairman's Statement reviews the market, company performance, and strategic responses to industry challenges [Market Review and Company Response](index=7&type=section&id=CHAIRMAN%27S%20STATEMENT) Despite a sluggish real estate market in H1 2025, the Group actively implemented innovative marketing strategies and achieved significant delivery results, with offshore debt restructuring becoming effective post-period - In H1 2025, national new commercial residential property sales amounted to **RMB 4,424.1 billion**, a **5.5% year-on-year decrease**; residential sales decreased by **5.2% year-on-year**[16](index=16&type=chunk)[17](index=17&type=chunk) - Yuzhou Group's cumulative contracted sales reached **RMB 3.729 billion**, a **14.2% decrease** year-on-year; cumulative contracted sales area was **254,589 sqm**, down **8.9%** year-on-year; average contracted sales price was **RMB 14,645 per sqm**, a **5.9% decrease** year-on-year[20](index=20&type=chunk)[21](index=21&type=chunk) - The company continued to implement the 'Yuzhou Meihao' 1628 delivery assurance system, with multiple projects achieving an overall concentrated delivery rate of **over 80%**, earning high customer recognition[22](index=22&type=chunk)[24](index=24&type=chunk) - The offshore debt restructuring plan officially became effective on **August 29, 2025**, with all restructuring conditions met[23](index=23&type=chunk)[25](index=25&type=chunk) - The company will adhere to three principles: 'strategic clarity, innovative breakthroughs, and collective progress,' focusing on sales promotion and capital control, accelerating the revitalization of existing assets, and improving capital turnover efficiency[30](index=30&type=chunk)[31](index=31&type=chunk) Management Discussion and Analysis This section provides an in-depth analysis of the Group's operational and financial performance, market conditions, and strategic outlook [Market and Business Review](index=12&type=section&id=MARKET%20AND%20BUSINESS%20REVIEW) H1 2025 saw a continued downturn in China's real estate market, with weak sentiment and declining investment, despite some growth in new home sales in key cities - In H1 2025, the cumulative contracted sales of TOP-100 real estate enterprises recorded a **double-digit year-on-year decrease**, though the decline narrowed compared to the same period last year[34](index=34&type=chunk)[37](index=37&type=chunk) - New home transaction areas generally increased in tier-one and strong tier-two cities, with **double-digit growth in Shenzhen and Guangzhou** and slight growth in Beijing and Shanghai, intensifying market differentiation[35](index=35&type=chunk)[37](index=37&type=chunk) - Real estate investment in H1 2025 amounted to **RMB 4.67 trillion**, a **11.2% year-on-year decrease**[36](index=36&type=chunk)[37](index=37&type=chunk) [Overall Performance](index=13&type=section&id=OVERALL%20PERFORMANCE) In H1 2025, Yuzhou Group reported **RMB 2.397 billion** in revenue, a **RMB 7.392 billion** loss, and a **RMB 19.447 billion** capital deficit, with no interim dividend recommended Overall Financial Performance in H1 2025 | Metric | Amount (RMB thousand) | | :--- | :--- | | Revenue | 2,396,520 | | Loss | 7,391,530 | | Capital Deficit | 19,446,610 | - The Board did not recommend the payment of an interim dividend for the six months ended June 30, 2025[40](index=40&type=chunk)[43](index=43&type=chunk) [Sale of Properties](index=13&type=section&id=SALE%20OF%20PROPERTIES) During the period, the Group's property sales revenue significantly decreased by **64.52%** year-on-year to **RMB 2.174 billion**, primarily due to a reduction in delivered property area, with the Central China region being the main contributor Property Sales Revenue and Delivered Area (H1 2025 vs H1 2024) | Metric | H1 2025 | H1 2024 | Change Rate | | :--- | :--- | :--- | :--- | | Property Sales Revenue (RMB thousand) | 2,174,380 | 6,128,391 | -64.52% | | Total GFA Delivered (sqm) | 278,399 | 442,612 | -37.09% | | Average Selling Price (RMB/sqm) | 7,810 | 13,846 | -43.60% | - The Central China region was the main contributor to recognized revenue in H1 2025, accounting for **31.94%**[42](index=42&type=chunk)[44](index=44&type=chunk) [Contracted Sales](index=15&type=section&id=CONTRACTED%20SALES) In H1 2025, Yuzhou Group's cumulative contracted sales amounted to **RMB 3.729 billion**, with the Yangtze River Delta region contributing the most at **54.16%**, as the company actively responded to market downturns through innovative new media marketing Contracted Sales Data (H1 2025 vs H1 2024) | Metric | H1 2025 | H1 2024 | Change Rate | | :--- | :--- | :--- | :--- | | Contracted Sales Amount (RMB thousand) | 3,728,510 | 4,346,239 | -14.2% | | Contracted Sales Area (sqm) | 254,589 | 279,311 | -8.9% | | Average Contracted Sales Price (RMB/sqm) | 14,645 | 15,561 | -5.9% | - The Yangtze River Delta region's contracted sales reached **RMB 2.019 billion**, accounting for **54.16%** of the Group's total contracted sales, more than double that of the Greater Bay Area (**25.31%**)[50](index=50&type=chunk)[52](index=52&type=chunk)[55](index=55&type=chunk) - The company actively explored new media marketing, promoting projects through platforms like WeChat, Weibo, Douyin, and Xiaohongshu, and building a new media topic library to precisely reach target customers[51](index=51&type=chunk)[53](index=53&type=chunk) [Property Investment](index=17&type=section&id=PROPERTY%20INVESTMENT) Yuzhou Commercial Group's property investment segment covers various commercial property types, primarily in economically developed regions, with 39 projects totaling over **1.53 million sqm** of commercial area, and in 2025, the company launched a Fujian culture dissemination strategy and enhanced tenant experience through its U-Square service system - Property investment projects are mainly distributed in economically developed regions such as the Haixi Economic Zone, Yangtze River Delta, and Greater Bay Area, totaling **39 projects** with over **1.53 million sqm** of commercial area[57](index=57&type=chunk)[59](index=59&type=chunk) - Shopping centers, office buildings, and community commercial properties account for **60%**, **20%**, and **20%** respectively[57](index=57&type=chunk)[59](index=59&type=chunk) - In 2025, Yuzhou Commercial launched its Fujian culture dissemination strategy and attracted nearly **10 million participants** through its "Super New Highlights" quarterly themed events[58](index=58&type=chunk)[60](index=60&type=chunk) - The company, guided by its U-Square service system, built six major service systems—'Yuzhou Professional, Yuzhou Assured, Yuzhou Butler, Yuzhou Colorful, Yuzhou Space, Yuzhou Resources'—to create efficient, comfortable, and valuable office and living experiences for tenants[61](index=61&type=chunk)[64](index=64&type=chunk) [Hotel Operation](index=18&type=section&id=HOTEL%20OPERATION) In H1 2025, the Group's hotel business revenue was approximately **RMB 80 thousand**, with diverse and innovative operating models focused on service quality improvement, and several hotel projects are still under construction to provide high-quality service experiences Hotel Operation Revenue (H1 2025) | Metric | Amount (RMB ten thousand) | | :--- | :--- | | Hotel Operation Revenue | 0.8 | - Projects such as Xiamen Tong'an Jiamelun Hot Spring Hotel, Quanzhou Hui'an Jiamelun Business Hotel, Hefei Feidong Hotel, Wuhan Taizihu Hotel, and Shanghai Fengxian Jinhui Hotel are steadily under construction[62](index=62&type=chunk)[65](index=65&type=chunk) [Quality, Safety and Product Line Design](index=18&type=section&id=QUALITY%2C%20SAFETY%20AND%20PRODUCT%20LINE%20DESIGN) Yuzhou Group adheres to low-carbon and green development principles, actively responding to national "dual carbon" goals, with **145 projects** totaling over **21 million sqm** of properties meeting green building standards by June 30, 2025, while continuously optimizing its "Yong," "Lang," and "Jia" residential product series and innovating around the "Temperature Space" series to enhance product competitiveness - As of June 30, 2025, **145 projects** under the Group, totaling over **21 million sqm** of properties, met green building standards, with approximately **5.55 million sqm** achieving Green Building Two-Star or higher ratings[63](index=63&type=chunk)[66](index=66&type=chunk) - The company further refined its product system based on the "Yong," "Lang," and "Jia" residential product series, clarifying top-level design to meet market demand[67](index=67&type=chunk)[68](index=68&type=chunk) - The "Temperature Space" series products are built around "1 core, 3 spaces, 5 product propositions, and 6 product values," continuously innovating to enrich owners' lives[67](index=67&type=chunk)[68](index=68&type=chunk) [Land Reserves](index=19&type=section&id=LAND%20RESERVES) As of June 30, 2025, Yuzhou Group's total land reserves for saleable GFA were approximately **10.35 million sqm**, distributed across **38 cities** in six major metropolitan areas, with an average floor cost of approximately **RMB 5,943 per sqm**, sufficient for two to three years of future development Land Reserves Overview (As of June 30, 2025) | Metric | Data | | :--- | :--- | | Total Saleable GFA | Approx. 10.35 million sqm | | Number of Projects | 161 | | Number of Cities | 38 | | Average Floor Cost | Approx. RMB 5,943/sqm | - Land reserves are primarily distributed in the Yangtze River Delta region (**30.7%**), Haixi Economic Zone (**22.4%**), and Bohai Rim region (**17.4%**)[71](index=71&type=chunk)[72](index=72&type=chunk)[73](index=73&type=chunk) - The Group believes its existing land reserves are sufficient for two to three years of future development needs[69](index=69&type=chunk)[70](index=70&type=chunk) [Revenue](index=22&type=section&id=REVENUE) In H1 2025, the Group's total revenue was **RMB 2.397 billion**, a **62.42% year-on-year decrease**, primarily due to reduced recognized property sales revenue, which remains the main income source, accounting for **90.73%** of total revenue Revenue Composition and Year-on-Year Change (H1 2025 vs H1 2024) | Revenue Category | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | Year-on-Year Change Rate | | :--- | :--- | :--- | :--- | | Total Revenue | 2,396,521 | 6,377,536 | -62.42% | | Property Sales Revenue | 2,174,382 | 6,128,391 | -64.52% | | Property Management Fee Income | 105,234 | 125,423 | -16.1% | | Investment Property Rental Income | 116,900 | 122,619 | -4.67% | | Hotel Operation Revenue | 8 | 1,103 | -99.27% | - Property sales revenue accounted for **90.73%** of total revenue but significantly decreased due to a reduction in delivered property area[74](index=74&type=chunk)[78](index=78&type=chunk) [Cost of Sales](index=22&type=section&id=COST%20OF%20SALES) In H1 2025, the Group's cost of sales was **RMB 2.374 billion**, a **62.13% year-on-year decrease**, primarily due to a reduction in the gross floor area of properties delivered during the period Cost of Sales (H1 2025 vs H1 2024) | Metric | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | Year-on-Year Change Rate | | :--- | :--- | :--- | :--- | | Cost of Sales | 2,373,971 | 6,269,505 | -62.13% | - The decrease in cost of sales was primarily attributable to the reduction in the gross floor area of properties delivered during the period[75](index=75&type=chunk)[79](index=79&type=chunk) [Gross Profit and Gross Profit Margin](index=22&type=section&id=GROSS%20PROFIT%20AND%20GROSS%20PROFIT%20MARGIN) In H1 2025, the Group's gross profit was **RMB 22.55 million**, with a gross profit margin of **0.94%**, primarily due to a reduction in the gross floor area of properties delivered Gross Profit and Gross Profit Margin (H1 2025) | Metric | Amount (RMB thousand) | Percentage | | :--- | :--- | :--- | | Gross Profit | 22,550 | - | | Gross Profit Margin | - | 0.94% | - The decrease in gross profit was primarily due to the reduction in the gross floor area of properties delivered during the period[76](index=76&type=chunk)[80](index=80&type=chunk) [Fair Value Loss on Investment Properties](index=22&type=section&id=FAIR%20VALUE%20LOSS%20ON%20INVESTMENT%20PROPERTIES) In H1 2025, the Group recorded a fair value loss on investment properties of **RMB 727.389 million**, a significant increase from **RMB 346.271 million** in the prior period, primarily due to fair value losses on investment properties in Xiamen, Hefei, and Shenzhen Fair Value Loss on Investment Properties (H1 2025 vs H1 2024) | Metric | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Fair Value Loss | 727,389 | 346,271 | - The increased loss was primarily due to fair value losses on investment properties in Xiamen, Hefei, and Shenzhen[77](index=77&type=chunk)[81](index=81&type=chunk) [Other Income and Gains](index=23&type=section&id=OTHER%20INCOME%20AND%20GAINS) In H1 2025, the Group's other income and gains amounted to **RMB 19.63 million**, a **38.09% year-on-year decrease**, primarily due to lower bank interest income Other Income and Gains (H1 2025 vs H1 2024) | Metric | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | Year-on-Year Change Rate | | :--- | :--- | :--- | :--- | | Other Income and Gains | 19,631 | 31,708 | -38.09% | - The decrease was primarily due to lower bank interest income in H1 2025[82](index=82&type=chunk)[88](index=88&type=chunk) [Selling and Distribution Expenses](index=23&type=section&id=SELLING%20AND%20DISTRIBUTION%20EXPENSES) In H1 2025, the Group's selling and distribution expenses were **RMB 73.08 million**, a **46.17% year-on-year decrease**, primarily attributable to effective cost control measures and reduced marketing and promotion expenses Selling and Distribution Expenses (H1 2025 vs H1 2024) | Metric | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | Year-on-Year Change Rate | | :--- | :--- | :--- | :--- | | Selling and Distribution Expenses | 73,083 | 135,754 | -46.17% | - The decrease in expenses was primarily due to effective cost control measures and reduced marketing and promotion expenses[83](index=83&type=chunk)[89](index=89&type=chunk) [Administrative Expenses](index=23&type=section&id=ADMINISTRATIVE%20EXPENSES) In H1 2025, the Group's administrative expenses significantly increased to **RMB 685 million** from **RMB 202 million** in the prior period, primarily due to increased exchange losses during the period Administrative Expenses (H1 2025 vs H1 2024) | Metric | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Administrative Expenses | 684,847 | 201,699 | - The increase in administrative expenses was primarily due to increased exchange losses during the period[84](index=84&type=chunk)[90](index=90&type=chunk) [Other Expenses](index=23&type=section&id=OTHER%20EXPENSES) In H1 2025, the Group's other expenses significantly decreased to **RMB 26.64 million** from **RMB 186 million** in the prior period, primarily due to reduced impairment of goodwill and fair value losses on financial assets at fair value through profit or loss Other Expenses (H1 2025 vs H1 2024) | Metric | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Other Expenses | 26,643 | 186,430 | - The decrease in expenses was primarily due to reduced impairment of goodwill and fair value losses on financial assets at fair value through profit or loss[85](index=85&type=chunk)[91](index=91&type=chunk) [Finance Costs](index=23&type=section&id=FINANCE%20COSTS) In H1 2025, the Group's finance costs slightly decreased to **RMB 1.874 billion** from **RMB 1.898 billion** in the prior period, primarily due to a reduction in domestic loan amounts Finance Costs (H1 2025 vs H1 2024) | Metric | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Finance Costs | 1,874,212 | 1,898,184 | - The decrease in finance costs was primarily due to a reduction in domestic loan amounts[86](index=86&type=chunk)[92](index=92&type=chunk) [Share of Profits and Losses of Joint Ventures](index=23&type=section&id=SHARE%20OF%20PROFITS%20AND%20LOSSES%20OF%20JOINT%20VENTURES) In H1 2025, the Group's share of losses from joint ventures was **RMB 285 million**, compared to a profit of **RMB 45.07 million** in the prior period, with joint ventures reporting total revenue of **RMB 282 million** and a gross profit margin of **-5.47%** Share of Profits and Losses of Joint Ventures (H1 2025 vs H1 2024) | Metric | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Share of Profits/(Losses) | (285,266) (Loss) | 45,070 (Profit) | | Total Revenue of Joint Ventures | 282,250 | - | | Gross Profit Margin of Joint Ventures | -5.47% | - | - Joint ventures shifted from profit to loss, with a negative gross profit margin[87](index=87&type=chunk)[93](index=93&type=chunk) [Share of Profits and Losses of Associates](index=24&type=section&id=SHARE%20OF%20PROFITS%20AND%20LOSSES%20OF%20ASSOCIATES) In H1 2025, the Group's share of losses from associates expanded to **RMB 255 million** from **RMB 155 million** in the prior period, with associates reporting total revenue of **RMB 1.341 billion** and a gross profit margin of **-12.06%** Share of Profits and Losses of Associates (H1 2025 vs H1 2024) | Metric | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Share of Losses | (254,504) | (155,334) | | Total Revenue of Associates | 1,341,250 | - | | Gross Profit Margin of Associates | -12.06% | - | - Losses from associates expanded, and their gross profit margin was negative[94](index=94&type=chunk)[100](index=100&type=chunk) [Income Tax](index=24&type=section&id=INCOME%20TAX) In H1 2025, the Group recorded an income tax credit of **RMB 187 million**, compared to an income tax expense of **RMB 123 million** in the prior period, primarily due to a decrease in deferred tax liabilities Income Tax (H1 2025 vs H1 2024) | Metric | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Income Tax Credit/(Expense) | 186,690 (Credit) | (122,692) (Expense) | - Income tax shifted from an expense to a credit, primarily due to a decrease in deferred tax liabilities during the period[95](index=95&type=chunk)[101](index=101&type=chunk) [Loss for the Period](index=24&type=section&id=LOSS%20FOR%20THE%20PERIOD) In H1 2025, the Group's loss for the period narrowed to **RMB 7.392 billion** from **RMB 8.013 billion** in the prior period, primarily due to impairment loss provisions, fair value losses on investment properties, and reduced revenue Loss for the Period (H1 2025 vs H1 2024) | Metric | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Loss for the Period | (7,391,533) | (8,012,801) | - The loss primarily stemmed from impairment loss provisions, fair value losses on investment properties, and reduced revenue[96](index=96&type=chunk)[102](index=102&type=chunk) [Loss Attributable to Non-Controlling Interests](index=24&type=section&id=LOSS%20ATTRIBUTABLE%20TO%20NON-CONTROLLING%20INTERESTS) In H1 2025, the loss attributable to non-controlling interests was **RMB 1.759 billion**, largely consistent with the prior period, primarily due to impairment of properties under development, fair value losses on investment properties, and losses from certain non-wholly owned projects Loss Attributable to Non-Controlling Interests (H1 2025 vs H1 2024) | Metric | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | | :--- | :--- | :--- | | Loss Attributable to Non-Controlling Interests | (1,759,471) | (1,756,818) | - The loss was primarily due to impairment of properties under development, fair value losses on investment properties, and losses from certain non-wholly owned projects[97](index=97&type=chunk)[103](index=103&type=chunk) [Basic Loss Per Share](index=24&type=section&id=BASIC%20LOSS%20PER%20SHARE) For the period ended June 30, 2025, the basic loss per share was **RMB 0.88** Basic Loss Per Share (H1 2025 vs H1 2024) | Metric | H1 2025 (RMB cents) | H1 2024 (RMB cents) | | :--- | :--- | :--- | | Basic Loss Per Share | (88.28) | (97.79) | [Liquidity and Financial Resources](index=24&type=section&id=LIQUIDITY%20AND%20FINANCIAL%20RESOURCES) The Group did not issue new senior notes during the reporting period, with a weighted average financing cost of **7.91%**, and is actively managing its debt to optimize its structure, despite an increase in the asset-liability ratio - No new senior notes were issued during the period, and the weighted average financing cost was **7.91%**[99](index=99&type=chunk)[105](index=105&type=chunk) - The company is committed to balancing financial risks and reducing funding costs, actively managing debt, and optimizing its debt structure[107](index=107&type=chunk)[111](index=111&type=chunk) [Cash Position](index=25&type=section&id=CASH%20POSITION) As of June 30, 2025, the Group's cash and cash equivalents and restricted cash amounted to approximately **RMB 2.808 billion** Cash and Cash Equivalents and Restricted Cash (As of June 30, 2025) | Metric | Amount (RMB thousand) | | :--- | :--- | | Cash and Cash Equivalents and Restricted Cash | 2,808,240 | [Borrowings](index=25&type=section&id=BORROWINGS) As of June 30, 2025, the Group's total interest-bearing bank and other borrowings, corporate bonds, and senior notes amounted to **RMB 51.972 billion**, a **1.23% decrease** from the end of 2024, with a weighted average interest rate of **7.91%** and an asset-liability ratio (excluding advances from customers) increasing to **127.83%** Borrowings Overview (As of June 30, 2025 vs December 31, 2024) | Metric | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | Change Rate | | :--- | :--- | :--- | :--- | | Total Interest-Bearing Borrowings | 51,971,640 | 52,620,220 | -1.23% | | Weighted Average Interest Rate | 7.91% | 8.07% | -0.16 percentage points | | Asset-Liability Ratio (Excluding Advances from Customers) | 127.83% | 115.10% | +12.73 percentage points | - The decrease in borrowings was primarily due to the repayment of bank and other borrowings during the period[108](index=108&type=chunk)[111](index=111&type=chunk) [Net Gearing Ratio](index=25&type=section&id=NET%20GEARING%20RATIO) As of June 30, 2025, the Group's net gearing ratio was **-252.81%** Net Gearing Ratio (As of June 30, 2025) | Metric | Percentage | | :--- | :--- | | Net Gearing Ratio | -252.81% | [Currency Risk](index=26&type=section&id=CURRENCY%20RISK) As of June 30, 2025, approximately **16.38%** of the Group's total borrowings were denominated in RMB, and **83.62%** in HKD and USD, with the company closely monitoring exchange rate risks and considering hedging if necessary Borrowings and Cash Balance by Currency (As of June 30, 2025) | Currency | Borrowings Balance (RMB thousand) | Cash Balance (RMB thousand) | | :--- | :--- | :--- | | HKD (HK$) | 608,057 | 36,574 | | RMB (RMB) | 8,510,643 | 2,653,331 | | USD (US$) | 42,852,935 | 118,335 | | **Total** | **51,971,635** | **2,808,240** | - Approximately **16.38%** of the Group's total borrowings were denominated in RMB, and **83.62%** in HKD and USD[118](index=118&type=chunk)[120](index=120&type=chunk) - The company will regularly and closely monitor exchange rate risks and make foreign exchange hedging arrangements if needed, currently deeming hedging unnecessary[122](index=122&type=chunk)[123](index=123&type=chunk) [Human Resources](index=28&type=section&id=HUMAN%20RESOURCES) Yuzhou Group upholds the spirit of "Great Yu controlling floods, turning wilderness into fertile land," with "Acting with Integrity" as its annual theme to enhance organizational efficiency and team vitality, employing **981 staff** as of June 30, 2025, and focusing on employee well-being, career development, and talent retention for sustainable growth - As of June 30, 2025, the Group had **981 employees**[126](index=126&type=chunk)[129](index=129&type=chunk) - The company adopted "Acting with Integrity" as its annual theme, integrating cultural assessment into talent selection and retention to motivate employees to strive for excellence[127](index=127&type=chunk)[129](index=129&type=chunk) - The Group continuously organized employee care activities, provided holiday benefits, and supplied care materials to frontline colleagues[127](index=127&type=chunk)[129](index=129&type=chunk) - The Group will continue to uphold its core values of "Responsibility, Pragmatism, Synergy, and Win-win," actively cultivating talent to lay a solid foundation for its future sustainable development[128](index=128&type=chunk)[130](index=130&type=chunk) Other Information This section covers various additional disclosures, including directors' and substantial shareholders' interests, share schemes, and corporate governance matters [Directors' Interests in Shares](index=29&type=section&id=DIRECTORS%27%20INTERESTS%20IN%20SHARES) As of June 30, 2025, Mr. Lam Lung On and Ms. Guo Yinglan, as a married couple, jointly held approximately **59.09%** of the company's shares, while Mr. Lin Conghui held approximately **0.16%** Directors' Long Positions in Ordinary Shares of the Company (As of June 30, 2025) | Director Name | Directly Beneficially Owned (shares) | Controlled Corporation (shares) | Through Spouse (shares) | Total (shares) | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. Lam Lung On | 27,729,929 | 1,919,109,051 | 1,920,047,720 | 3,866,886,700 | 59.09% | | Ms. Guo Yinglan | 1,384,239 | 1,918,663,481 | 1,946,838,980 | 3,866,886,700 | 59.09% | | Mr. Lin Conghui | 10,265,697 | – | – | 10,265,697 | 0.16% | - Ms. Guo Yinglan and Mr. Lam Lung On are spouses, and their shareholdings are deemed to be mutually owned[133](index=133&type=chunk)[136](index=136&type=chunk) [Substantial Shareholders' Interests in Shares](index=30&type=section&id=SUBSTANTIAL%20SHAREHOLDERS%27%20INTERESTS%20IN%20SHARES) As of June 30, 2025, apart from the Directors, OCT (Asia) Holdings Limited and its wholly-owned subsidiary, Huachang International Limited, held approximately **9.94%** of the company's shares, making them substantial shareholders Substantial Shareholders' Interests in Shares (As of June 30, 2025) | Name of Substantial Shareholder | Capacity/Nature of Interest | Number of Shares (shares) | Percentage of the Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | OCT (Asia) Holdings Limited | Interest in controlled corporation | 650,729,098 | 9.94% | | Huachang International Limited | Beneficial owner | 650,729,098 | 9.94% | - Huachang International Limited is a wholly-owned subsidiary of OCT (Asia) Holdings Limited[139](index=139&type=chunk)[141](index=141&type=chunk) [Share Option Schemes and Share Award Scheme](index=31&type=section&id=SHARE%20OPTION%20SCHEMES%20AND%20SHARE%20AWARD%20SCHEME) The company has two share option schemes, the 2010 Scheme and the 2020 Scheme, and a Share Award Scheme, aimed at incentivizing and retaining talent; the 2010 Scheme expired in 2020 but granted options remain valid, while the 2020 Scheme is valid until 2030, with no new options granted during the reporting period but some expired or exercised, and the Share Award Scheme, operated by an independent trustee, held **10,324,504 shares** as of June 30, 2025, with no shares awarded - The 2010 Scheme expired on **May 23, 2020**, but granted share options remain valid; the 2020 Scheme is valid until **June 4, 2030**[143](index=143&type=chunk)[144](index=144&type=chunk)[148](index=148&type=chunk) - As of June 30, 2025, the total number of shares available for issue under the 2010 Scheme was **67,689,000 shares**, representing **1.03%** of the issued shares[166](index=166&type=chunk)[169](index=169&type=chunk) - As of June 30, 2025, the total number of shares available for issue under the 2020 Scheme was **28,725,000 shares**, representing **0.44%** of the issued shares[178](index=178&type=chunk)[180](index=180&type=chunk) - The Share Award Scheme was adopted on **September 29, 2020**, with a 10-year validity, aiming to promote shareholder value growth, recognize employee contributions, and attract talent[181](index=181&type=chunk)[183](index=183&type=chunk) - As of June 30, 2025, the total number of shares available for award under the Share Award Scheme was **10,324,504 shares**, representing approximately **0.16%** of the issued shares, but no shares were awarded during the period[186](index=186&type=chunk)[190](index=190&type=chunk) [Directors' Interest in a Competing Business](index=41&type=section&id=DIRECTORS%27%20INTEREST%20IN%20A%20COMPETING%20BUSINESS) The company's controlling shareholders and their associates are not engaged in any business that directly or indirectly competes with the Group's business - The company's controlling shareholders and their associates are not engaged in any business that may directly or indirectly compete with the Group's business[195](index=195&type=chunk)[200](index=200&type=chunk) [Interim Dividend](index=41&type=section&id=INTERIM%20DIVIDEND) The Board did not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Board did not recommend the payment of an interim dividend for the six months ended June 30, 2025[196](index=196&type=chunk)[201](index=201&type=chunk) [Employment and Remuneration Policies](index=41&type=section&id=EMPLOYMENT%20AND%20REMUNERATION%20POLICIES) Employee remuneration within the Group is primarily determined based on market levels, individual performance, and work experience, with bonuses distributed according to performance - Employee remuneration is primarily determined based on market remuneration levels, individual performance, and work experience, with bonuses distributed according to performance[197](index=197&type=chunk)[202](index=202&type=chunk) [Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures](index=41&type=section&id=MATERIAL%20ACQUISITIONS%20AND%20DISPOSALS%20OF%20SUBSIDIARIES%2C%20ASSOCIATES%20AND%20JOINT%20VENTURES) During the period, the company did not undertake any material acquisitions or disposals - During the period, the company did not undertake any material acquisitions or disposals[198](index=198&type=chunk)[203](index=203&type=chunk) [Financial Assistance to Affiliated Companies](index=42&type=section&id=FINANCIAL%20ASSISTANCE%20TO%20AFFILIATED%20COMPANIES) As of June 30, 2025, the Group provided total financial assistance of approximately **RMB 8.189 billion** to affiliated companies, including advances and financing guarantees, representing **11.0%** of the Listing Rules' asset ratio Total Financial Assistance to Affiliated Companies (As of June 30, 2025) | Category | Amount (RMB thousand) | | :--- | :--- | | Advances to Affiliated Companies | 6,966,534 | | Financing Guarantees to Affiliated Companies | 1,222,959 | | **Total** | **8,189,493** | - The total financial assistance amounted to approximately **11.0%** of the asset ratio as defined under Rule 14.07(1) of the Listing Rules[208](index=208&type=chunk)[209](index=209&type=chunk) - Advances are unsecured, interest-free, and have no fixed repayment terms, to be repaid when appropriate[206](index=206&type=chunk)[207](index=207&type=chunk) [Significant Investment](index=44&type=section&id=SIGNIFICANT%20INVESTMENT) During the period, the Group did not hold any significant investments whose fair value accounted for **5%** or more of the Group's total assets - During the period, the Group did not hold any significant investments whose fair value accounted for **5%** or more of the Group's total assets[211](index=211&type=chunk)[214](index=214&type=chunk) [Sufficiency of Public Float](index=44&type=section&id=SUFFICIENCY%20OF%20PUBLIC%20FLOAT) As of the date of the 2025 interim report, the company has maintained a sufficient public float as required by the Listing Rules - As of the date of the 2025 interim report, the company has maintained a sufficient public float as required by the Listing Rules[212](index=212&type=chunk)[215](index=215&type=chunk) [Events After the Reporting Period](index=45&type=section&id=EVENTS%20AFTER%20THE%20REPORTING%20PERIOD) Subsequent to the reporting period, the company completed a rights issue, raising net proceeds of approximately **HKD 92.2 million**, and the offshore debt restructuring became effective on **August 29, 2025**, resolving approximately **USD 6.68 billion** in debt through the issuance of new shares and notes; additionally, Mr. Liang Xingchao resigned as a Non-executive Director, and Mr. Lam Wai Hon was appointed - The rights issue was completed, with **2,690,960,456 rights shares** allotted and issued, raising net proceeds of approximately **HKD 92.2 million**[216](index=216&type=chunk)[218](index=218&type=chunk) - The offshore debt restructuring became effective on **August 29, 2025**, resolving approximately **USD 6.68 billion** in debt in exchange for short-term notes, cash consideration, medium-term notes, new equity, and long-term notes[219](index=219&type=chunk)[223](index=223&type=chunk) - Mr. Liang Xingchao resigned as a Non-executive Director on **August 29, 2025**, and Mr. Lam Wai Hon was appointed as a Non-executive Director on **September 1, 2025**[220](index=220&type=chunk)[224](index=224&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=46&type=section&id=PURCHASE%2C%20SALE%20OR%20REDEMPTION%20OF%20THE%20COMPANY%27S%20LISTED%20SECURITIES) During the period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities, and no treasury shares were held at period-end - During the period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[222](index=222&type=chunk)[225](index=225&type=chunk) - At the end of the reporting period, the company did not hold any treasury shares[222](index=222&type=chunk)[225](index=225&type=chunk) [Changes of Directors and Senior Management](index=47&type=section&id=CHANGES%20OF%20DIRECTORS%20AND%20SENIOR%20MANAGEMENT) On April 11, 2025, Mr. Song Jiajun resigned as a Non-executive Director, and on the same day, Mr. Liang Xingchao was appointed as a Non-executive Director - On **April 11, 2025**, Mr. Song Jiajun resigned as a Non-executive Director, and Mr. Liang Xingchao was appointed as a Non-executive Director[226](index=226&type=chunk)[230](index=230&type=chunk) [Model Code for Directors ' Share Dealing](index=47&type=section&id=MODEL%20CODE%20FOR%20DIRECTORS%20%27%20SHARE%20DEALING) The company has adopted a model code for directors' securities transactions no less stringent than the Listing Rules, and directors have confirmed compliance throughout the period - The company has adopted a model code for directors' securities transactions no less stringent than the Listing Rules[227](index=227&type=chunk)[231](index=231&type=chunk) - Directors have confirmed compliance with the securities code throughout the period[227](index=227&type=chunk)[231](index=231&type=chunk) [Corporate Governance](index=47&type=section&id=CORPORATE%20GOVERNANCE) The Group is committed to maintaining sound corporate governance practices and complying with the Listing Rules' Corporate Governance Code; despite the roles of Chairman and CEO being combined in Ms. Guo Yinglan, the Board believes sufficient balance of power and safeguards are in place - The Group is committed to maintaining sound corporate governance practices and procedures, focusing on a high-quality Board, robust internal controls, and transparency and accountability to shareholders[228](index=228&type=chunk)[232](index=232&type=chunk) - The roles of Chairman and CEO are combined in Ms. Guo Yinglan, deviating from Code Provision C.2.1, but the Board believes sufficient balance of power and safeguards are in place[229](index=229&type=chunk)[232](index=232&type=chunk) [Continuing Disclosure Requirements Under Rule 13.21 of the Listing Rules](index=48&type=section&id=CONTINUING%20DISCLOSURE%20REQUIREMENTS%20UNDER%20RULE%2013%2E21%20OF%20THE%20LISTING%20RULES) The 2021 loan agreement includes specific performance obligations for Mr. Lam Lung On and Ms. Guo Yinglan, where a collective shareholding below **51%** or neither serving as Board Chairman would constitute an event of default; as of June 30, 2025, certain term loan facilities remained outstanding - The 2021 loan agreement stipulates that if Mr. Lam Lung On and Ms. Guo Yinglan collectively cease to maintain **51%** or more of the company's voting share capital ownership, or if neither serves as Board Chairman, it will constitute an event of default[233](index=233&type=chunk)[236](index=236&type=chunk) - As of June 30, 2025, **USD 124.783 million** and **HKD 122.429 million** of term loan facilities remained outstanding[234](index=234&type=chunk)[236](index=236&type=chunk) [Review of Accounts](index=49&type=section&id=REVIEW%20OF%20ACCOUNTS) The company's Audit Committee has reviewed the Group's adopted accounting policies and the unaudited condensed consolidated interim financial statements, with no disagreements between the Board and the Audit Committee - The Audit Committee has reviewed the Group's adopted accounting policies and the unaudited condensed consolidated interim financial statements[238](index=238&type=chunk)[239](index=239&type=chunk)[242](index=242&type=chunk) - There were no disagreements between the Board and the Audit Committee regarding accounting treatments[239](index=239&type=chunk)[242](index=242&type=chunk) [Corporate Strategy](index=49&type=section&id=CORPORATE%20STRATEGY) The company's primary objective is to enhance long-term shareholder returns, with a strategy that equally emphasizes sustainable recurring earnings growth and maintaining a robust financial position - The company's primary objective is to enhance long-term shareholder returns[240](index=240&type=chunk)[243](index=243&type=chunk) - The Group's strategy equally emphasizes sustainable recurring earnings growth and maintaining a robust financial position[240](index=240&type=chunk)[243](index=243&type=chunk) [Past Performance and Forward-Looking Statements](index=49&type=section&id=PAST%20PERFORMANCE%20AND%20FORWARD-LOOKING%20STATEMENTS) The Group's past performance presented in this interim report does not guarantee future results, and any forward-looking statements are based on existing plans, estimates, and forecasts, involving risks and uncertainties; the Group assumes no obligation to update forward-looking statements and is not liable for their non-realization or inaccuracy - The Group's performance and operating results contained in this interim report are historical in nature, and past performance does not guarantee future results[241](index=241&type=chunk)[244](index=244&type=chunk) - Any forward-looking statements and opinions are based on existing plans, estimates, and forecasts, involving risks and uncertainties, and actual results may differ materially from expectations[241](index=241&type=chunk)[244](index=244&type=chunk) - The Group, its directors, and employees assume no obligation to correct or update forward-looking statements and are not liable for their non-realization or inaccuracy[241](index=241&type=chunk)[244](index=244&type=chunk) Condensed Consolidated Statement of Profit or Loss This statement presents the Group's financial performance, including revenue, costs, and net loss for the period [Condensed Consolidated Statement of Profit or Loss](index=49&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20PROFIT%20OR%20LOSS) For the six months ended June 30, 2025, Yuzhou Group recorded total revenue of **RMB 2.397 billion**, gross profit of **RMB 22.55 million**, a loss for the period of **RMB 7.392 billion**, and a basic loss per share of **RMB 0.88** Condensed Consolidated Statement of Profit or Loss Key Data (For the six months ended June 30) | Metric | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Revenue | 2,396,521 | 6,377,536 | | Cost of Sales | (2,373,971) | (6,269,505) | | Gross Profit | 22,550 | 108,031 | | Net Fair Value Loss on Investment Properties | (727,389) | (346,271) | | Other Income and Gains | 19,631 | 31,708 | | Selling and Distribution Expenses | (73,083) | (135,754) | | Administrative Expenses | (684,847) | (201,699) | | Other Expenses | (26,643) | (186,430) | | Write-down of Properties Held for Sale and Properties Under Development to Net Realizable Value | (2,923,061) | (3,300,538) | | Finance Costs | (1,874,212) | (1,898,184) | | Share of Profits and Losses of Joint Ventures | (285,266) | 45,070 | | Share of Profits and Losses of Associates | (254,504) | (155,334) | | Loss Before Tax | (7,578,223) | (7,890,109) | | Income Tax Credit/(Expense) | 186,690 | (122,692) | | Loss for the Period | (7,391,533) | (8,012,801) | | Loss Attributable to Owners of the Parent | (5,632,062) | (6,255,983) | | Loss Attributable to Non-Controlling Interests | (1,759,471) | (1,756,818) | | Basic Loss Per Share (RMB cents) | (88.28) | (97.79) | Condensed Consolidated Statement of Comprehensive Income This statement details the Group's total comprehensive loss for the period, including other comprehensive income items [Condensed Consolidated Statement of Comprehensive Income](index=51&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20COMPREHENSIVE%20INCOME) For the six months ended June 30, 2025, Yuzhou Group recorded a loss for the period of **RMB 7.392 billion** and other comprehensive income of **RMB 97.96 million** from exchange differences on translation of overseas operations, resulting in a total comprehensive loss for the period of **RMB 7.294 billion** Condensed Consolidated Statement of Comprehensive Income Key Data (For the six months ended June 30) | Metric | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Loss for the Period | (7,391,533) | (8,012,801) | | Exchange Differences on Translation of Overseas Operations | 97,959 | (307,178) | | Total Comprehensive Loss for the Period | (7,293,574) | (8,319,979) | | Attributable to Owners of the Parent | (5,534,103) | (6,563,161) | | Attributable to Non-Controlling Interests | (1,759,471) | (1,756,818) | - Exchange differences on translation of overseas operations shifted from a loss in H1 2024 to a gain in H1 2025 Condensed Consolidated Statement of Financial Position This statement provides a snapshot of the Group's assets, liabilities, and equity at the reporting date, highlighting its financial position [Condensed Consolidated Statement of Financial Position](index=52&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20FINANCIAL%20POSITION) As of June 30, 2025, Yuzhou Group's total assets were **RMB 74.537 billion**, total liabilities were **RMB 93.984 billion**, resulting in a capital deficit of **RMB 19.447 billion**, with net current liabilities of **RMB 30.753 billion** indicating ongoing liquidity pressure Condensed Consolidated Statement of Financial Position Key Data (As of June 30, 2025 vs December 31, 2024) | Metric | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Total Non-Current Assets | 19,592,612 | 20,891,513 | | Total Current Assets | 54,944,885 | 62,175,342 | | **Total Assets** | **74,537,497** | **83,066,855** | | Total Current Liabilities | 85,698,233 | 85,976,898 | | Total Non-Current Liabilities | 8,285,878 | 8,825,643 | | **Total Liabilities** | **93,984,111** | **94,802,541** | | Net Current Liabilities | (30,753,348) | (23,801,556) | | Net Liabilities | (19,446,614) | (11,735,686) | | Capital Deficit | (19,446,614) | (11,735,686) | - The capital deficit expanded from **RMB 11.736 billion** at the end of 2024 to **RMB 19.447 billion** as of June 30, 2025[252](index=252&type=chunk) - All senior notes were reclassified as current liabilities, reflecting ongoing liquidity pressure[263](index=263&type=chunk)[338](index=338&type=chunk)[349](index=349&type=chunk) Condensed Consolidated Statement of Changes in Equity This statement illustrates the changes in the Group's equity components over the period, reflecting losses and other adjustments [Condensed Consolidated Statement of Changes in Equity](index=54&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20CHANGES%20IN%20EQUITY) For the six months ended June 30, 2025, Yuzhou Group's accumulated losses increased from **RMB 14.719 billion** on January 1, 2025, to **RMB 20.485 billion**, further deteriorating equity attributable to owners of the parent from **RMB -12.547 billion** to **RMB -18.214 billion**, indicating a continuous expansion of the capital deficit Condensed Consolidated Statement of Changes in Equity Key Data (For the six months ended June 30, 2025) | Metric | January 1, 2025 (RMB thousand) | June 30, 2025 (RMB thousand) | | :--- | :--- | :--- | | Issued Share Capital | 559,947 | 559,947 | | Senior Perpetual Securities | 1,911,986 | 1,911,986 | | Reserves | (15,019,383) | (20,686,036) | | Equity Attributable to Owners of the Parent | (12,547,450) | (18,214,103) | | Non-Controlling Interests | 811,764 | (1,232,511) | | **Capital Deficit** | **(11,735,686)** | **(19,446,614)** | - Accumulated losses increased by **RMB 5.632 billion** during the period, leading to a further expansion of the capital deficit[253](index=253&type=chunk)[254](index=254&type=chunk) - Non-controlling interests shifted from a surplus to a deficit, reflecting underperformance in non-wholly owned projects[253](index=253&type=chunk)[254](index=254&type=chunk) Condensed Consolidated Statement of Cash Flows This statement summarizes the Group's cash inflows and outflows from operating, investing, and financing activities during the period [Condensed Consolidated Statement of Cash Flows](index=57&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20CASH%20FLOWS) For the six months ended June 30, 2025, Yuzhou Group generated net cash flow of **RMB 215 million** from operating activities and **RMB 1.076 billion** from investing activities, while using **RMB 1.109 billion** in financing activities, resulting in a net increase in cash and cash equivalents of **RMB 183 million** Condensed Consolidated Statement of Cash Flows Key Data (For the six months ended June 30) | Metric | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 215,012 | 326,536 | | Net Cash Flow from/(Used in) Investing Activities | 1,076,127 | (921,481) | | Net Cash Flow Used in Financing Activities | (1,108,583) | (1,807,327) | | Net Increase/(Decrease) in Cash and Cash Equivalents | 182,556 | (2,402,272) | | Cash and Cash Equivalents at End of Period | 1,296,840 | 1,404,115 | - Cash flow from investing activities shifted from a net outflow to a net inflow, primarily due to repayments from joint ventures and a decrease in restricted cash[257](index=257&type=chunk)[258](index=258&type=chunk) - Cash outflow from financing activities decreased, mainly due to reduced repayment of bank and other borrowings[258](index=258&type=chunk) Notes to Interim Financial Information These notes provide detailed explanations and disclosures supporting the condensed interim financial statements, covering accounting policies and specific financial items [1. Corporate and Group Information](index=60&type=section&id=1.%20CORPORATE%20AND%20GROUP%20INFORMATION) Yuzhou Group Holdings Company Limited and its subsidiaries primarily engage in property development, property investment, property management, and hotel operations, with Mr. Lam Lung On and Ms. Guo Yinglan considered the controlling shareholders - The Group primarily engages in property development, property investment, property management, and hotel operations in mainland China and Hong Kong[261](index=261&type=chunk)[265](index=265&type=chunk) - Mr. Lam Lung On and Ms. Guo Yinglan are considered the controlling shareholders of the company[262](index=262&type=chunk)[265](index=265&type=chunk) [2.1 Basis of Presentation](index=60&type=section&id=2.1%20BASIS%20OF%20PRESENTATION) The condensed consolidated financial statements are prepared on a going concern basis, despite the Group facing senior note defaults, significant net current liabilities, and a capital deficit; the company has implemented measures including offshore debt restructuring, sales promotion, asset disposals, and cost control to alleviate cash flow pressure and ensure sufficient working capital for the next 12 months - The Group failed to pay principal and interest on certain senior notes when due, leading to events of default, and all senior notes have been reclassified as current liabilities[263](index=263&type=chunk)[266](index=266&type=chunk) Financial Position Overview (As of June 30, 2025) | Metric | Amount (RMB thousand) | | :--- | :--- | | Total Interest-Bearing Bank and Other Borrowings, Corporate Bonds, and Senior Notes | 51,971,635 | | Cash and Cash Equivalents | 1,296,840 | | Loss Attributable to Owners of the Parent | 5,632,062 | | Net Current Liabilities | 30,753,348 | | Net Liabilities | 19,446,614 | - The offshore debt restructuring plan became effective on **August 29, 2025**, with approximately **USD 6.68 billion** in debt discharged and replaced by new notes, cash, and new equity[268](index=268&type=chunk)[267](index=267&type=chunk) - The Group actively implemented measures to promote sales, reduce inventory, ensure property delivery, and execute asset disposal plans and cost control measures to maintain liquidity[268](index=268&type=chunk)[267](index=267&type=chunk) [2.2 Basis of Preparation](index=62&type=section&id=2.2%20BASIS%20OF%20PREPARATION) The condensed consolidated financial statements are prepared in accordance with HKAS 34 "Interim Financial Reporting" and Appendix D2 of the Listing Rules, and should be read in conjunction with the 2024 annual financial statements, with preparation methods consistent with the 2024 annual financial statements except for changes in accounting policies - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of Appendix D2 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[270](index=270&type=chunk)[273](index=273&type=chunk) - Except for changes in accounting policies resulting from the application of amendments to HKFRS accounting standards, the accounting policies and methods of computation are consistent with those used in the 2024 annual financial statements[271](index=271&type=chunk)[273](index=273&type=chunk) [2.3 Application of Amendments to a HKFRS Accounting Standard](index=63&type=section&id=2.3%20APPLICATION%20OF%20AMENDMENTS%20TO%20A%20HKFRS%20ACCOUNTING%20STANDARD) During this interim period, the Group first applied amendments to HKAS 21 "Lack of Exchangeability" issued by the HKICPA, which did not result in significant changes to the Group's accounting policies, financial position, or performance presentation - The Group first applied amendments to HKAS 21 "Lack of Exchangeability," which became mandatorily effective for annual periods beginning on **January 1, 2025**[274](index=274&type=chunk)[275](index=275&type=chunk) - The application of these amendments did not result in significant changes to the Group's accounting policies, financial position, or performance presentation[274](index=274&type=chunk)[275](index=275&type=chunk) [3. Disaggregation of Revenue](index=64&type=section&id=3.%20DISAGGREGATION%20OF%20REVENUE) In H1 2025, the Group's total revenue from contracts with customers was **RMB 2.280 billion**, with property sales accounting for **RMB 2.174 billion**, property management fees for **RMB 105 million**, and hotel operations for **RMB 80 thousand**; property sales revenue is recognized at a point in time, while service revenue is recognized over time Disaggregation of Revenue from Contracts with Customers (For the six months ended June 30) | Category of Goods or Services | Property Development (RMB thousand) | Property Management (RMB thousand) | Hotel Operations (RMB thousand) | Total (RMB thousand) | | :--- | :--- | :--- | :--- | :--- | | Property Sales | 2,174,382 | – | – | 2,174,382 | | Property Management Fee Income | – | 105,234 | – | 105,234 | | Hotel Operations Revenue | – | – | 8 | 8 | | **Total Revenue from Contracts with Customers** | **2,174,382** | **105,234** | **8** | **2,279,624** | | Timing of Revenue Recognition: | | | | | | Goods Transferred at a Point in Time | 2,174,382 | – | – | 2,174,382 | | Services Transferred Over Time | – | 105,234 | 8 | 105,242 | [4. Operating Segment Information](index=66&type=section&id=4.%20OPERATING%20SEGMENT%20INFORMATION) The Group is divided into five reportable operating segments: property development, property investment, property management, hotel operations, and others; in H1 2025, the property development segment recorded the largest loss, while the property management segment recorded a profit, and no geographical information is presented as over **90%** of revenue and assets are from mainland China - The Group has five reportable operating segments: property development, property investment, property management, hotel operations, and others[280](index=280&type=chunk)[281](index=281&type=chunk)[282](index=282&type=chunk) Segment Results (For the six months ended June 30) | Segment | Total (RMB thousand) | Segment Results (RMB thousand) | | :--- | :--- | :--- | | Property Development | 2,179,662 | (5,122,374) | | Property Investment | 117,351 | (619,394) | | Property Management | 105,287 | 33,945 | | Hotel Operations | 8 | (162) | | Others | 10 | (9,860) | | **Total** | **2,402,318** | **(5,717,845)** | - No geographical information is presented as over **90%** of external customer revenue and segment assets are located in mainland China[286](index=286&type=chunk)[288](index=288&type=chunk) - During the period, no single external customer transaction revenue accounted for **10%** or more of the Group's total revenue[287](index=287&type=chunk)[289](index=289&type=chunk) [5. Revenue, Other Income and Gains](index=69&type=section&id=5.%20REVENUE%2C%20OTHER%20INCOME%20AND%20GAINS) In H1 2025, the Group's total revenue was **RMB 2.397 billion**, with property sales accounting for **RMB 2.174 billion**, and other income and gains totaling **RMB 19.63 million**, primarily comprising bank interest income and other items Revenue, Other Income and Gains (For the six months ended June 30) | Category | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | **Revenue** | | | | Property Sales | 2,174,382 | 6,128,391 | | Investment Property Rental Income | 116,897 | 122,619 | | Property Management Fee Income | 105,234 | 125,423 | | Hotel Operations Revenue | 8 | 1,103 | | **Total Revenue** | **2,396,521** | **6,377,536** | | **Other Income and Gains** | | | | Bank Interest Income | 13,834 | 27,398 | | Others | 5,797 | 4,310 | | **Total Other Income and Gains** | **19,631** | **31,708** | [6. Finance Costs](index=69&type=section&id=6.%20FINANCE%20COSTS) In H1 2025, the Group's finance costs were **RMB 1.874 billion**, a slight decrease from the prior period, with capitalized interest amounting to **RMB 189 million** Finance Costs (For the six months ended June 30) | Category | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Interest on Interest-Bearing Bank and Other Borrowings, Corporate Bonds, and Senior Notes | 2,062,908 | 2,132,214 | | Less: Capitalized Interest | (188,696) | (234,030) | | **Total Finance Costs** | **1,874,212** | **1,898,184** | [7. Loss Before Tax](index=70&type=section&id=7.%20LOSS%20BEFORE%20TAX) In H1 2025, the Group's loss before tax was **RMB 7.578 billion**, primarily influenced by property sales costs, write-down of properties to net realizable value, impairment of other receivables, and finance costs Loss Before Tax Components (For the six months ended June 30) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Cost of Properties Sold | 2,306,839 | 6,185,653 | | Cost of Services Provided | 67,132 | 79,071 | | Depreciation | 25,342 | 25,945 | | Fair Value Loss on Financial Assets at Fair Value Through Profit or Loss | – | 55,792 | | Impairment of Goodwill | – | 65,963 | | Employee Benefit Expense (Including Directors' and Chief Executive's Remuneration) | 64,681 | 63,473 | | Direct Operating Expenses Arising from Investment Properties That Generated Rental Income | 7,387 | 6,016 | - In H1 2025, no fair value loss on financial assets at fair value through profit or loss or impairment of goodwill was recorded, unlike H1 2024 which had related losses[296](index=296&type=chunk)[297](index=297&type=chunk) [8. Income Tax](index=71&type=section&id=8.%20INCOME%20TAX) In H1 2025, the Group recorded an income tax credit of **RMB 187 million**, primarily due to a decrease in deferred tax liabilities, with income tax for mainland China subsidiaries calculated at applicable tax rates Income Tax (Credit)/Expense Analysis (For the six months ended June 30) | Category | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | **Current:** | | | | PRC Enterprise Income Tax | 108,375 | 103,346 | | Over-provision in Prior Years | (80,774) | (78,718) | | PRC Land Appreciation Tax | 18,120 | 11,354 | | **Subtotal** | **45,721** | **35,982** | | **Deferred:** | | | | Current Period | (232,411) | 86,710 | | **Total Tax (Credit)/Expense for the Period** | **(186,690)** | **122,692** | - Income tax shifted from an expense in H1 2024 to a credit in H1 2025, primarily due to a decrease in deferred tax liabilities during the period[298](index=298&type=chunk)[299](index=299&type=chunk)[300](index=300&type=chunk) [9. Interim Dividends](index=71&type=section&id=9.%20INTERIM%20DIVIDENDS) The Directors did not recommend the payment of an interim dividend for the six months ended June 30, 2025 and 2024 - The Directors did not recommend the payment of an interim dividend for the six months ended June 30, 2025 and 2024[301](index=301&type=chunk)[302](index=302&type=chunk) [10. Loss Per Share Attributable to Ordinary Equity Holders of the Parent](index=72&type=section&id=10.%20LOSS%20PER%20SHARE%20ATTRIBUTABLE%20TO%20ORDINARY%20EQUITY%20HOLDERS%20OF%20THE%20PARENT) For the six months ended June 30, 2025, both basic and diluted loss per share were **RMB 0.88**, calculated based on the loss for the period attributable to owners of the parent and the weighted average number of ordinary shares outstanding Loss Per Share Calculation (For the six months ended June 30) | Metric | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Loss for the Period Attributable to Owners of the Parent | (5,632,062) | (6,255,983) | | Distribution in Respect of Senior Perpetual Securities | (135,503) | (133,044) | | **Loss Used for Basic and Diluted Loss Per Share Calculation** | **(5,767,565)** | **(6,389,027)** | | **Number of Shares:** | | | | Weighted Average Number of Ordinary Shares Used for Basic Loss Per Share | 6,533,584,996 | 6,533,584,996 | | Weighted Average Number of Ordinary Shares Used for Diluted Loss Per Share | 6,533,584,996 | 6,533,584,996 | - Basic and diluted loss per share were both **RMB 0.88**, narrowing from **RMB 0.98** in H1 2024[247](index=247&type=chunk)[304](index=304&type=chunk)[305](index=305&type=chunk)[306](index=306&type=chunk) [11. Property, Plant and Equipment](index=73&type=section&id=11.%20PROPERTY%2C%20PLANT%20AND%20EQUIPMENT) For the six months ended June 30, 2025, the Group added **RMB 729 thousand** in property, plant, and equipment, with no such assets added through the acquisition of subsidiaries Additions to Property, Plant and Equipment (For the six months ended June 30) | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Additions to Property, Plant and Equipment | 729 | 358 | - No property, plant, and equipment were added through the acquisition of subsidiaries during the period[311](index=311&type=chunk)[312](index=312&type=chunk) [12. Investment Properties](index=74&type=section&id=12.%20INVESTMENT%20PROPERTIES) As of June 30, 2025, the Group's total investment properties amounted to **RMB 10.447 billion**, a decrease from **RMB 11.188 billion** on January 1, 2025, primarily due to a net fair value adjustment loss of **RMB 727.389 million**, and some investment properties are pledged to banks Investment Property Movements (As of June 30, 2025) | Item | Completed (RMB thousand) | Under Construction (RMB thousand) | Total (RMB thousand) | | :--- | :--- | :--- | :--- | | As at January 1, 2025 | 10,841,400 | 346,800 | 11,188,200 | | Transfers from Properties Held for Sale | 14,200 | – | 14,200 | | Transfers to Properties Held for Sale | (16,312) | – | (16,312) | | Exchange Adjustments | (11,299) | – | (11,299) | | Net Fair Value Adjustment Loss | (715,689) | (11,700) | (727,389) | | **As at June 30, 2025** | **10,112,300** | **335,100** | **10,447,400** | - A net fair value loss of **RMB 727.389 million** was the primary reason for the decrease in total investment properties[314](index=314&type=chunk) - As of June 30, 2025, investment properties with a total carrying amount of approximately **RMB 5.765 billion** were pledged to banks[320](index=320&type=chunk) [13. Prepayments, Other Receivables and Other Assets](index=76&type=section&id=13.%20PREPAYMENTS%2C%20OTHER%20RECEIVABLES%20AND%20OTHER%20ASSETS) As of June 30, 2025, the Group's total prepayments, other receivables, and other assets amounted to **RMB 22.453 billion**, including amounts due from joint ventures of **RMB 7.952 billion** and from associates of **RMB 2.930 billion**, with the Group having recognized expected credit loss provisions of **RMB 7.847 billion** Prepayments, Other Receivables and Other Assets (As of June 30, 2025 vs December 31, 2024) | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Prepayments | 3,169,081 | 3,395,832 | | Other Receivables and Other Assets | 27,130,650 | 28,798,940 | | Impairment | (7,846,813) | (7,338,675) | | **Total** | **22,452,918** | **24,856,097** | - Amounts due from joint ventures and associates were **RMB 7.952 billion** and **RMB 2.930 billion**, respectively, all of which are unsecured, interest-free, and repayable on demand[323](index=323&type=chunk)[328](index=328&type=chunk) - Due to the downturn in the mainland China real estate industry, the Group recognized expected credit loss provisions totaling **RMB 382 million** for amounts due from joint ventures and associates during the period[324](index=324&type=chunk)[328](index=328&type=chunk) [14. Trade Payables](index=77&type=section&id=14.%20TRADE%20PAYABLES) As of June 30, 2025, the Group's total trade payables amounted to **RMB 7.332 billion**, with **RMB 4.117 billion** due within one year, and trade payables are non-interest-bearing and unsecured Trade Payables Aging Analysis (As of June 30, 2025 vs December 31, 2024) | Aging | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Within 1 year | 4,116,582 | 4,784,145 | | 1 to 2 years | 3,215,562 | 3,175,858 | | **Total** | **7,332,144** | **7,

[Corporate Information](index=3&type=section&id=Corporate%20information) The company's executive and independent non-executive directors are listed, along with its stock code, official website, and auditor - Executive Directors include Mr. Xue Jian (Chief Executive Officer) and Mr. Luo Yongzhi [4](index=4&type=chunk) - Independent Non-executive Directors include Mr. Tam San Wing, Mr. Ng Chi Pan, Mr. He Yi, and Ms. Kwok Pui Ha [4](index=4&type=chunk) - The company's stock code is **1215**, and its official website is www.kaiyuanholdings.com [5](index=5&type=chunk) - The auditor is Ernst & Young [6](index=6&type=chunk) [Report on Review of Interim Condensed Consolidated Financial Information](index=5&type=section&id=Report%20on%20review%20of%20interim%20condensed%20consolidated%20financial%20information) Ernst & Young reviewed the interim financial information, concluding no material non-compliance with HKAS 34, without expressing an audit opinion - Ernst & Young reviewed the interim financial information in accordance with Hong Kong Standard on Review Engagements 2410 [10](index=10&type=chunk) - The review concluded that nothing has come to their attention to suggest the interim financial information is not prepared, in all material respects, in accordance with Hong Kong Accounting Standard 34 [11](index=11&type=chunk)[13](index=13&type=chunk) - The scope of review is less than an audit, thus no audit opinion was expressed [10](index=10&type=chunk) [Interim Condensed Consolidated Financial Statements](index=7&type=section&id=Interim%20condensed%20consolidated%20financial%20statements) This section presents the group's interim financial statements, including profit or loss, comprehensive income, financial position, equity changes, and cash flows [Interim Condensed Consolidated Statement of Profit or Loss](index=7&type=section&id=Interim%20condensed%20consolidated%20statement%20of%20profit%20or%20loss) For the six months ended June 30, 2025, the Group turned from profit to loss, primarily due to a significant decrease in revenue, gross loss, increased finance costs, and a substantial rise in impairment provision for loans to an associate | Indicator | For the six months ended June 30, 2025 (HK$ Thousand) | For the six months ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Revenue | 74,662 | 143,797 | | Cost of sales | (84,801) | (112,948) | | Gross (loss)/profit | (10,139) | 30,849 | | Other income and gains | 13,823 | 18,709 | | Finance costs | (36,803) | (20,780) | | Loss provision for loan to an associate | (63,664) | (1,544) | | (LOSS)/PROFIT BEFORE TAX | (113,080) | 9,544 | | (LOSS)/PROFIT FOR THE PERIOD | (99,956) | 7,925 | | Basic and diluted (losses)/earnings per share | HK(0.78) cents | HK0.06 cents | [Interim Condensed Consolidated Statement of Comprehensive Income](index=8&type=section&id=Interim%20condensed%20consolidated%20statement%20of%20comprehensive%20income) Despite a net loss for the period, the Group's total comprehensive income turned positive due to a significant positive reversal in exchange differences from translating foreign operations | Indicator | For the six months ended June 30, 2025 (HK$ Thousand) | For the six months ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | (LOSS)/PROFIT FOR THE PERIOD | (99,956) | 7,925 | | Exchange differences on translation of foreign operations | 149,571 | (28,649) | | TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE PERIOD | 44,773 | (38,347) | [Interim Condensed Consolidated Statement of Financial Position](index=9&type=section&id=Interim%20condensed%20consolidated%20statement%20of%20financial%20position) As of June 30, 2025, the Group's total assets increased, but a significant rise in current liabilities due to reclassification of interest-bearing bank borrowings from non-current to current liabilities, resulted in a net current liabilities position | Indicator | As of June 30, 2025 (HK$ Thousand) | As of December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Total non-current assets | 2,667,065 | 2,253,400 | | Total current assets | 1,085,841 | 1,214,563 | | Total assets | 3,752,906 | 3,467,963 | | Total current liabilities | 1,680,482 | 82,472 | | Total non-current liabilities | 155,990 | 1,513,830 | | Net assets | 1,916,434 | 1,871,661 | | NET CURRENT (LIABILITIES)/ASSETS | (594,641) | 1,132,091 | - Interest-bearing bank borrowings were reclassified from non-current to current liabilities due to non-compliance with financial ratio covenants, leading to a significant increase in current liabilities [17](index=17&type=chunk)[28](index=28&type=chunk)[111](index=111&type=chunk) - Loans to an associate were reclassified from current assets to non-current assets [17](index=17&type=chunk)[110](index=110&type=chunk) [Interim Condensed Consolidated Statement of Changes in Equity](index=10&type=section&id=Interim%20condensed%20consolidated%20statement%20of%20changes%20in%20equity) The Group's total equity slightly increased, primarily driven by a substantial rise in exchange differences from foreign currency translation, offsetting the period's loss and negative impact from cash flow hedges | Indicator | As of June 30, 2025 (HK$ Thousand) | As of January 1, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Total equity at beginning of period | 1,871,661 | 1,927,822 | | Loss for the period | (99,956) | 7,925 | | Exchange differences on translation of foreign operations | 149,571 | (28,649) | | Total comprehensive income for the period | 44,773 | (38,347) | | Total equity at end of period | 1,916,434 | 1,889,475 | [Interim Condensed Consolidated Statement of Cash Flows](index=11&type=section&id=Interim%20condensed%20consolidated%20statement%20of%20cash%20flows) The Group's cash and cash equivalents decreased, mainly due to cash outflows from operating and financing activities, despite a positive impact from exchange rate changes, with investing activities also consuming cash for property, plant, and equipment acquisitions | Indicator | For the six months ended June 30, 2025 (HK$ Thousand) | For the six months ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Net cash flows (used in)/generated from operating activities | (447) | 59,109 | | Net cash flows (used in)/generated from investing activities | (54,895) | 21,078 | | Net cash flows used in financing activities | (60,967) | (17,433) | | NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS | (116,309) | 62,754 | | CASH AND CASH EQUIVALENTS AT END OF THE PERIOD | 928,655 | 938,253 | - Operating cash flow turned from positive to negative, investing cash flow turned from positive to negative, and financing cash outflow increased [22](index=22&type=chunk)[23](index=23&type=chunk) - Expenditure on property, plant, and equipment acquisitions significantly increased from **HK$3,922 thousand** in 2024 to **HK$54,895 thousand** in 2025 [23](index=23&type=chunk) [Notes to the Interim Condensed Consolidated Financial Information](index=14&type=section&id=Notes%20to%20the%20interim%20condensed%20consolidated%20financial%20information) This section provides detailed notes supporting the interim condensed consolidated financial statements, covering corporate information, accounting policies, segment data, revenue, expenses, tax, dividends, earnings per share, property, plant and equipment, receivables, payables, borrowings, share capital, capital commitments, related party transactions, share option scheme, fair value of financial instruments, and post-reporting period events [1. CORPORATE INFORMATION](index=14&type=section&id=1.%20CORPORATE%20INFORMATION) This note reiterates the company's primary business as an investment holding company, with subsidiaries engaged in hotel operations in France and financing business in Hong Kong - The Company's principal business is investment holding, with its subsidiaries primarily engaged in hotel operations and financing business [26](index=26&type=chunk)[29](index=29&type=chunk) [2.1 BASIS OF PREPARATION](index=14&type=section&id=2.1%20BASIS%20OF%20PREPARATION) The interim financial information is prepared in accordance with HKAS 34; despite current liabilities exceeding current assets, management deems the going concern basis appropriate due to a lender waiver, and accounting policies remain consistent with the prior year, with no significant impact expected from the adoption of revised HKAS 21 - The interim financial information has been prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" [27](index=27&type=chunk)[30](index=30&type=chunk) - Despite current liabilities exceeding current assets by **HK$594,641 thousand**, the Board considers the going concern basis appropriate due to a waiver obtained from the lender [28](index=28&type=chunk)[30](index=30&type=chunk) - The adoption of the revised Hong Kong Financial Reporting Standards (HKAS 21 "Lack of Exchangeability") is not expected to have a significant impact on the Group's operating results and financial position [31](index=31&type=chunk)[32](index=32&type=chunk)[34](index=34&type=chunk) [3. SEGMENT INFORMATION](index=15&type=section&id=3.%20SEGMENT%20INFORMATION) The Group operates two reportable segments: hotel operations in France, which recorded a loss this period, and financing business in Hong Kong, which incurred a minor loss, with non-current assets primarily concentrated in France - The Group has two reportable operating segments: the hotel operations segment, which operates hotels in France, and the financing business segment, which provides mortgage loans in Hong Kong [36](index=36&type=chunk) Segment Results (For the six months ended June 30, 2025) | Segment | Revenue (HK$ Thousand) | Segment (Loss)/Profit (HK$ Thousand) | | :--- | :--- | :--- | | Hotel Operations | 74,662 | (53,031) | | Financing Business | – | (469) | | **Total** | **74,662** | **(53,500)** | Segment Results (For the six months ended June 30, 2024) | Segment | Revenue (HK$ Thousand) | Segment (Loss)/Profit (HK$ Thousand) | | :--- | :--- | :--- | | Hotel Operations | 143,797 | 3,801 | | Financing Business | – | (467) | | **Total** | **143,797** | **3,334** | Geographical Distribution of Non-current Assets (As of June 30, 2025) | Region | Amount (HK$ Thousand) | | :--- | :--- | | France | 2,533,656 | | Mainland China | 27,791 | | Hong Kong | 4,321 | | **Total** | **2,565,768** | [4. REVENUE, OTHER INCOME AND GAINS](index=18&type=section&id=4.%20REVENUE,%20OTHER%20INCOME%20AND%20GAINS) The Group's total revenue from customer contracts significantly decreased, mainly due to reduced income from hotel accommodation and catering services in France, while other income also declined due to lower bank interest income Revenue Components (For the six months ended June 30, 2025) | Type | Amount (HK$ Thousand) | | :--- | :--- | | Provision of accommodation services | 67,540 | | Provision of catering services | 6,019 | | Provision of travel agency services | 943 | | Provision of laundry services | 160 | | **Total revenue from customer contracts** | **74,662** | Revenue Components (For the six months ended June 30, 2024) | Type | Amount (HK$ Thousand) | | :--- | :--- | | Provision of accommodation services | 123,481 | | Provision of catering services | 17,392 | | Provision of travel agency services | 2,548 | | Provision of laundry services | 376 | | **Total revenue from customer contracts** | **143,797** | Other Income and Gains (For the six months ended June 30, 2025) | Type | Amount (HK$ Thousand) | | :--- | :--- | | Bank interest income | 13,291 | | Fixed lease payments | 532 | | **Total** | **13,823** | Other Income and Gains (For the six months ended June 30, 2024) | Type | Amount (HK$ Thousand) | | :--- | :--- | | Bank interest income | 17,377 | | Fixed lease payments | 694 | | Exchange gains | 638 | | **Total** | **18,709** | [5. OTHER EXPENSES](index=19&type=section&id=5.%20OTHER%20EXPENSES) The Group recorded exchange losses in the current period, with no such expenses in the prior corresponding period | Item | For the six months ended June 30, 2025 (HK$ Thousand) | For the six months ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Exchange losses | 167 | – | [6. (LOSS)/PROFIT BEFORE TAX](index=20&type=section&id=6.%20(LOSS)%20PROFIT%20BEFORE%20TAX) The Group's loss before tax was primarily driven by a significant increase in impairment provision for loans to an associate and net exchange differences, with hotel service costs and depreciation also being major components Major Expense Items (For the six months ended June 30, 2025) | Item | Amount (HK$ Thousand) | | :--- | :--- | | Hotel service costs | 67,175 | | Depreciation of property, plant and equipment | 18,758 | | Loss provision for loan to an associate | 63,664 | | Net exchange differences | 167 | Major Expense Items (For the six months ended June 30, 2024) | Item | Amount (HK$ Thousand) | | :--- | :--- | | Hotel service costs | 91,044 | | Depreciation of property, plant and equipment | 21,883 | | Loss provision for loan to an associate | 1,544 | | Net exchange differences | (638) | [7. INCOME TAX](index=20&type=section&id=7.%20INCOME%20TAX) The Group's income tax shifted from an expense last year to a credit this period, reflecting the current period's pre-tax loss, with varying tax rates across its operating jurisdictions including Hong Kong, Mainland China, France, and Luxembourg Income Tax (Credit)/Expense | Period | Amount (HK$ Thousand) | | :--- | :--- | | For the six months ended June 30, 2025 | (13,124) (Credit) | | For the six months ended June 30, 2024 | 1,619 (Expense) | - Hong Kong profits tax rate is **16.5%**, with the first **HK$2,000,000** for eligible subsidiaries taxed at **8.25%** [51](index=51&type=chunk)[54](index=54&type=chunk) - Income tax rates for Mainland China, France, and Luxembourg are **25%**, **25%**, and **24.94%**, respectively [52](index=52&type=chunk)[53](index=53&type=chunk)[54](index=54&type=chunk) [8. DIVIDENDS](index=21&type=section&id=8.%20DIVIDENDS) The Board does not recommend the payment of any interim dividend for the current period, consistent with the prior corresponding period - The Board does not recommend the payment of any dividend for the current period (for the six months ended June 30, 2024: nil) [56](index=56&type=chunk) [9. (LOSSES)/EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE COMPANY](index=21&type=section&id=9.%20(LOSSES)%20EARNINGS%20PER%20SHARE%20ATTRIBUTABLE%20TO%20ORDINARY%20EQUITY%20HOLDERS%20OF%20THE%20COMPANY) The Group recorded a basic and diluted loss per share of 0.78 HK cents this period, a reversal from the prior year's earnings per share, with the weighted average number of ordinary shares remaining unchanged (Losses)/Earnings Per Share | Indicator | For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | | :--- | :--- | :--- | | Basic and diluted (losses)/earnings per share | HK(0.78) cents | HK0.06 cents | | Weighted average number of ordinary shares (thousand shares) | 12,778,880 | 12,778,880 | - For the six months ended June 30, 2025 and 2024, the Group had no issued potential dilutive ordinary shares [57](index=57&type=chunk)[58](index=58&type=chunk) [10. PROPERTY, PLANT AND EQUIPMENT](index=22&type=section&id=10.%20PROPERTY,%20PLANT%20AND%20EQUIPMENT) The Group's expenditure on property, plant, and equipment acquisitions significantly increased this period, and as of the period-end, most hotel properties were pledged as collateral for bank financing - The cost of property, plant and equipment acquired this period was **HK$54,895 thousand**, a significant increase from **HK$3,922 thousand** in the prior corresponding period [61](index=61&type=chunk) - Depreciation for the period was **HK$18,758 thousand**, compared to **HK$21,883 thousand** in the prior corresponding period [61](index=61&type=chunk) - As of June 30, 2025, hotel properties with a net book value of approximately **HK$2,533,296 thousand** were pledged as collateral for bank financing [62](index=62&type=chunk)[63](index=63&type=chunk) [11. TRADE RECEIVABLES](index=23&type=section&id=11.%20TRADE%20RECEIVABLES) Trade receivables remained stable, with all amounts due within one month, indicating efficient collection Ageing Analysis of Trade Receivables (by invoice date) | Period | Amount (HK$ Thousand) | | :--- | :--- | | June 30, 2025 | 12,798 | | December 31, 2024 | 13,188 | | Ageing: within one month | 12,798 | | Ageing: within one month | 13,188 | [12. TRADE PAYABLES](index=23&type=section&id=12.%20TRADE%20PAYABLES) Trade payables slightly decreased, with all amounts due within one month, reflecting normal operational payment cycles Ageing Analysis of Trade Payables (by invoice date) | Period | Amount (HK$ Thousand) | | :--- | :--- | | June 30, 2025 | 3,055 | | December 31, 2024 | 4,061 | | Ageing: within one month | 3,055 | | Ageing: within one month | 4,061 | [13. INTEREST-BEARING BANK BORROWINGS](index=24&type=section&id=13.%20INTEREST-BEARING%20BANK%20BORROWINGS) The Group's €175 million bank loan was reclassified as a current liability due to non-compliance with financial covenants; the Group has entered into an interest rate swap contract to hedge future cash flow variability risks of this loan, which has been assessed as highly effective - The Group renewed a **€175 million** loan on November 28, 2024, bearing interest at three-month EURIBOR plus **2.5%**, with a maturity date of November 28, 2027 [68](index=68&type=chunk)[70](index=70&type=chunk) - Due to non-compliance with financial ratios in the loan covenants, all outstanding bank borrowings were classified as current liabilities as of June 30, 2025 [68](index=68&type=chunk)[70](index=70&type=chunk) - The Group has entered into an interest rate swap contract with a notional amount of **€175 million** to pay fixed interest at **2.123%**, hedging floating interest rate risk, and it has been assessed as highly effective [69](index=69&type=chunk)[70](index=70&type=chunk) [14. SHARE CAPITAL](index=25&type=section&id=14.%20SHARE%20CAPITAL) The company's authorized and issued share capital remained unchanged during the period Share Capital Status | Indicator | As of June 30, 2025 (Thousand shares/HK$ Thousand) | As of December 31, 2024 (Thousand shares/HK$ Thousand) | | :--- | :--- | :--- | | Authorized share capital (number of shares) | 20,000,000 | 20,000,000 | | Authorized share capital (amount) | 2,000,000 | 2,000,000 | | Issued and fully paid share capital (number of shares) | 12,778,880 | 12,778,880 | | Issued and fully paid share capital (amount) | 1,277,888 | 1,277,888 | [15. CAPITAL COMMITMENTS](index=25&type=section&id=15.%20CAPITAL%20COMMITMENTS) The Group has contracted but unprovided capital commitments for hotel properties, with the amount decreasing compared to the end of the previous year Capital Commitments (Hotel Properties) | Period | Amount (HK$ Thousand) | | :--- | :--- | | June 30, 2025 | 75,687 | | December 31, 2024 | 92,125 | [16. RELATED PARTY TRANSACTIONS AND BALANCES](index=26&type=section&id=16.%20RELATED%20PARTY%20TRANSACTIONS%20AND%20BALANCES) The Group's loan to an associate was reclassified as a non-current asset and incurred a significantly increased impairment loss due to a local court-approved bankruptcy reorganization plan that suspended the Group's right to liquidate collateral, while key management personnel remuneration remained stable Loan to an Associate | Indicator | As of June 30, 2025 (HK$ Thousand) | As of December 31, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Loan to an associate | 215,789 | 209,625 | | Impairment provision | (170,256) | (102,440) | | **Total** | **45,533** | **107,185** | - The local court approved the associate's bankruptcy reorganization plan, suspending the Group's right to liquidate collateral, leading to the loan's reclassification as a non-current asset [78](index=78&type=chunk)[79](index=79&type=chunk) - An impairment loss of **HK$63,664 thousand** was recognized this period, a significant increase from **HK$1,544 thousand** in the prior corresponding period [78](index=78&type=chunk)[79](index=79&type=chunk) Key Management Personnel Remuneration | Item | For the six months ended June 30, 2025 (HK$ Thousand) | For the six months ended June 30, 2024 (HK$ Thousand) | | :--- | :--- | :--- | | Short-term employee benefits | 1,980 | 1,980 | | Post-employment benefits | 18 | 18 | | **Total remuneration paid to key management personnel** | **1,998** | **1,998** | [17. SHARE OPTION SCHEME](index=27&type=section&id=17.%20SHARE%20OPTION%20SCHEME) The company implemented a share option scheme on June 2, 2022, to incentivize eligible participants, with a 10-year validity period (approximately 6.9 years remaining as of June 30, 2025), and no options were granted, exercised, cancelled, or lapsed during the period - The company implemented a share option scheme on June 2, 2022, to reward or compensate employees and directors who have contributed to the Group [80](index=80&type=chunk)[81](index=81&type=chunk) - The scheme has a validity period of **10 years**, with approximately **6.9 years** remaining as of June 30, 2025 [80](index=80&type=chunk)[81](index=81&type=chunk) - The total number of share options shall not exceed **10%** of the total issued shares, and no single participant shall exceed **1%** within **12 months** [83](index=83&type=chunk)[86](index=86&type=chunk) - The vesting period for share options shall not be less than **12 months**, and the exercise period shall not exceed **ten years** from the grant date [87](index=87&type=chunk) - From the effective date of the scheme to the date of approval of the financial statements, no share options were granted, exercised, cancelled, or forfeited/lapsed [88](index=88&type=chunk)[91](index=91&type=chunk) [18. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS](index=29&type=section&id=18.%20FAIR%20VALUE%20AND%20FAIR%20VALUE%20HIERARCHY%20OF%20FINANCIAL%20INSTRUMENTS) Management assesses that the fair value of most financial instruments (such as cash, receivables, payables, bank borrowings, and loans to an associate) approximates their carrying amounts, while derivative financial instruments (primarily interest rate swaps) are measured using Level 2 valuation techniques - The fair value of cash and cash equivalents, pledged deposits, trade receivables, trade payables, interest-bearing bank borrowings, and loans to an associate approximates their carrying amounts [89](index=89&type=chunk)[90](index=90&type=chunk)[92](index=92&type=chunk) - Derivative financial instruments (primarily interest rate swap contracts) are measured using valuation techniques (present value calculation method) for similar swap patterns, classified as Level 2 in the fair value hierarchy [94](index=94&type=chunk)[95](index=95&type=chunk)[98](index=98&type=chunk)[99](index=99&type=chunk) - The corporate finance team is responsible for determining policies and procedures for fair value measurement of financial instruments and reports directly to the Chief Financial Officer and the Audit Committee [93](index=93&type=chunk)[95](index=95&type=chunk) [19. EVENTS AFTER THE REPORTING PERIOD](index=31&type=section&id=19.%20EVENTS%20AFTER%20THE%20REPORTING%20PERIOD) As of the date of approval of the financial information, the Group had no significant post-reporting period events - As of the date of approval of the financial information, the Group had no significant post-reporting period events [100](index=100&type=chunk)[101](index=101&type=chunk) [Management Discussion and Analysis](index=31&type=section&id=Management%20discussion%20and%20analysis) This section provides an overview of the Group's financial performance and position, including business review, prospects, liquidity, acquisitions, foreign exchange exposure, contingent liabilities, asset pledges, and employee information [Interim Dividend](index=32&type=section&id=Interim%20dividend) The Board does not recommend the payment of any interim dividend for the current period, consistent with the prior corresponding period - The Board does not recommend the payment of any interim dividend for the current period (for the six months ended June 30, 2024: nil) [102](index=102&type=chunk)[107](index=107&type=chunk) [Business Review](index=32&type=section&id=Business%20review) The Group's revenue significantly decreased this period, turning from profit to loss, primarily due to reduced income from the second phase renovation of Paris Marriott Hotel, a substantial increase in impairment provision for loans to an associate, and higher finance costs - Revenue for the period was approximately **HK$74.7 million**, a **48.1%** decrease from **HK$143.8 million** in the prior corresponding period [103](index=103&type=chunk)[108](index=108&type=chunk) - The Group recorded a loss of approximately **HK$100.0 million** for the period, compared to a profit of approximately **HK$7.9 million** in the prior corresponding period [105](index=105&type=chunk)[109](index=109&type=chunk) - Key reasons include: reduced income and gross loss due to partial closure of Paris Marriott Hotel for renovation; impairment provision for loans to an associate of approximately **HK$63.7 million**; increased finance costs; and decreased other income and gains due to lower bank deposit interest rates [103](index=103&type=chunk)[104](index=104&type=chunk)[105](index=105&type=chunk)[108](index=108&type=chunk)[109](index=109&type=chunk) - Basic and diluted loss per share for the period was **0.78 HK cents**, compared to earnings of **0.06 HK cents** in the prior corresponding period [106](index=106&type=chunk)[109](index=109&type=chunk) [Overview](index=32&type=section&id=Overview) The Group's non-current assets increased due to Euro appreciation and reclassification of loans to an associate, while current assets decreased; current liabilities significantly grew due to reclassification of bank borrowings, resulting in a net current liabilities position despite a lender waiver - As of June 30, 2025, total non-current assets were approximately **HK$2,667.1 million**, an **18.4%** increase from December 31, 2024, mainly due to the appreciation of the Euro against the Hong Kong Dollar and reclassification of loans to an associate [110](index=110&type=chunk)[113](index=113&type=chunk) - As of June 30, 2025, total current liabilities were approximately **HK$1,680.5 million**, a **1,937.6%** increase from December 31, 2024, primarily due to the reclassification of interest-bearing bank borrowings for non-compliance with financial ratio covenants [111](index=111&type=chunk)[114](index=114&type=chunk) - As of June 30, 2025, the Group had net current liabilities of approximately **HK$594.6 million**, compared to net current assets of approximately **HK$1,132.1 million** as of December 31, 2024 [111](index=111&type=chunk)[114](index=114&type=chunk) - The Group obtained a waiver from the lender for non-compliance with financial ratio covenants, but interest-bearing bank borrowings are still classified as current liabilities under Hong Kong Financial Reporting Standards [111](index=111&type=chunk)[114](index=114&type=chunk) [Hotel Operation](index=33&type=section&id=Hotel%20Operation) The hotel operations segment experienced a significant decline in revenue and turned from profit to loss, primarily because the second phase renovation of the Paris Marriott Hotel reduced available rooms and severely impacted operational performance - Revenue from the hotel operations segment was approximately **HK$74.7 million**, a **48.1%** decrease from **HK$143.8 million** in the prior corresponding period [112](index=112&type=chunk)[115](index=115&type=chunk) - The segment recorded a loss of approximately **HK$53.0 million** for the period, compared to a profit of approximately **HK$3.8 million** in the prior corresponding period [116](index=116&type=chunk)[117](index=117&type=chunk) - The decrease in revenue was mainly due to the commencement of the second phase renovation of the Paris Marriott Hotel, with fewer than **70 rooms** available for guests [112](index=112&type=chunk)[115](index=115&type=chunk) Paris Marriott Hotel Operating Performance | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Occupancy | 33.4% | 78.9% | | Average Room Rate | €695 | €545 | | RevPAR | €232 | €430 | [Money Lending](index=34&type=section&id=Money%20Lending) The financing business segment recorded no revenue and maintained a minor loss this period, consistent with the prior corresponding period, with no mortgage loan receivables at period-end - No revenue was recorded for this segment in both the current period and the prior corresponding period [119](index=119&type=chunk)[121](index=121&type=chunk) - A loss of approximately **HK$0.5 million** was recorded for the period, consistent with the prior corresponding period [119](index=119&type=chunk)[121](index=121&type=chunk) - As of June 30, 2025, there were no mortgage loan receivables [119](index=119&type=chunk)[121](index=121&type=chunk) [Equity Investment](index=34&type=section&id=Equity%20Investment) The Group's loan to an associate was impacted by a local court-approved bankruptcy reorganization plan, which suspended the right to liquidate collateral, leading to the loan's reclassification and a significant increase in expected credit loss provision - The Group's loan to Beijing Kai Rui Ying Technology Co., Ltd. (an associate) is secured by pledged assets [120](index=120&type=chunk)[122](index=122&type=chunk) - The local court approved the associate's bankruptcy reorganization plan, resulting in the suspension of the Group's right to liquidate collateral until the end of the reorganization period [123](index=123&type=chunk)[125](index=125&type=chunk) - The reorganization plan may lead to dilution of the Group's equity interest in the pledged associate, but the loan itself is not affected by the reorganization [123](index=123&type=chunk)[125](index=125&type=chunk) [Loan to an Associate](index=34&type=section&id=Loan%20to%20an%20Associate) The Group's loan to an associate is secured by collateral; due to a court-approved bankruptcy reorganization plan suspending the Group's right to liquidate collateral, the loan is classified as a non-current asset, and a significant impairment loss has been recognized - The loan to an associate is secured by collateral provided by that associate [77](index=77&type=chunk)[79](index=79&type=chunk) - The local court approved the associate's proposed bankruptcy reorganization plan, and the Group's right to liquidate collateral will be suspended until the end of the reorganization period [78](index=78&type=chunk)[79](index=79&type=chunk)[123](index=123&type=chunk)[125](index=125&type=chunk) - Consequently, the loan is presented as a non-current asset as of June 30, 2025 [78](index=78&type=chunk)[79](index=79&type=chunk) - As of the reporting date, the Group indirectly holds a **37.125%** equity interest in the pledged associate [123](index=123&type=chunk)[125](index=125&type=chunk) [Expected Credit Loss Assessment](index=35&type=section&id=Expected%20Credit%20Loss%20Assessment) The Group conducted an Expected Credit Loss (ECL) assessment for pledged assets under HKFRS 9, classifying them as Stage 3; the ECL calculation considers the orderly liquidation value of pledged assets, unpaid construction costs, the impact of the reorganization plan, and the exposure at default, leading to a substantial increase in ECL provision this period - The Company conducts an Expected Credit Loss assessment for pledged assets in accordance with Hong Kong Financial Reporting Standard 9 [124](index=124&type=chunk)[126](index=126&type=chunk) - The pledged assets are classified as "Stage 3," indicating a deterioration in asset quality to a "non-performing stage" with credit impairment [127](index=127&type=chunk)[130](index=130&type=chunk) - The ECL calculation formula is: Pledged Asset Value - Unpaid Construction Costs - Impact of Reorganization Plan - Exposure at Default [127](index=127&type=chunk)[129](index=129&type=chunk) - As of June 30, 2025, the ECL amount was approximately **RMB157.1 million** (approximately **HK$170.3 million**), with an impairment provision of approximately **HK$63.7 million** recognized for the period [138](index=138&type=chunk)[143](index=143&type=chunk) [Prospects](index=38&type=section&id=Prospects) The Group anticipates challenges in hotel operations from rising European prices and geopolitical tensions, despite optimistic prospects for the renovated Paris Marriott Hotel; the Hong Kong money lending market faces intense competition and an uncertain outlook, and the Group will continue to monitor the progress of its loan to an associate - In hotel operations, the second phase renovation of the Paris Marriott Hotel is expected to be completed by the end of 2025, offering a new look in 2026, but faces challenges from rising European prices, geopolitical tensions, and French new energy policies [139](index=139&type=chunk)[140](index=140&type=chunk)[144](index=144&type=chunk) - In money lending business, the Hong Kong mortgage loan market is highly competitive with an uncertain outlook, and the Board will act prudently [141](index=141&type=chunk)[145](index=145&type=chunk) - In equity investment, the company will continue to monitor significant developments regarding the loan to an associate [142](index=142&type=chunk)[146](index=146&type=chunk) [Looking Ahead](index=39&type=section&id=Looking%20Ahead) The Board plans to review and restructure the Group's asset portfolio to enhance quality and will continue to explore investment opportunities in new business segments to improve shareholder returns - The Board will review and restructure the Group's asset portfolio to enhance the quality of its holdings [147](index=147&type=chunk)[150](index=150&type=chunk) - The Board will also continue to explore investment opportunities in new business segments to enhance and improve returns for the Company's stakeholders [147](index=147&type=chunk)[150](index=150&type=chunk) [Liquidity and Financial Resources](index=39&type=section&id=Liquidity%20and%20Financial%20Resources) The Group's total assets and net assets increased, but due to the reclassification of bank borrowings, it shifted from a net current asset position to a net current liability position; cash and bank balances decreased, and the gearing ratio rose, while the Group maintains a prudent financial approach and continuously monitors its financial condition - As of June 30, 2025, total assets were approximately **HK$3,752.9 million**, and net assets were approximately **HK$1,916.4 million** [148](index=148&type=chunk)[151](index=151&type=chunk) - As of June 30, 2025, cash and bank balances were approximately **HK$928.7 million**, a decrease from December 31, 2024 [148](index=148&type=chunk)[151](index=151&type=chunk) - As of June 30, 2025, the Group had net current liabilities of approximately **HK$594.6 million**, compared to net current assets of approximately **HK$1,132.1 million** as of December 31, 2024 [148](index=148&type=chunk)[151](index=151&type=chunk) - As of June 30, 2025, outstanding bank loans and other borrowings were approximately **HK$1,582.1 million**, none of which are repayable within one year (despite accounting reclassification to current) [148](index=148&type=chunk)[151](index=151&type=chunk) - As of June 30, 2025, the Group's gearing ratio (total borrowings/total assets) was **42.2%**, an increase from **39.8%** as of December 31, 2024 [148](index=148&type=chunk)[151](index=151&type=chunk) [Acquisitions and Disposals](index=39&type=section&id=Acquisitions%20and%20Disposals) During the period, the Group did not undertake any significant acquisitions or disposals of subsidiaries, associates, or joint ventures - During the period, the Group had no significant acquisitions or disposals of subsidiaries, associates, or joint ventures [149](index=149&type=chunk)[152](index=152&type=chunk) [Foreign Exchange Exposure](index=40&type=section&id=Foreign%20Exchange%20Exposure) The Group faces foreign exchange risk from its operations in France, Luxembourg, China, and Hong Kong, primarily in Euro and RMB; no forward contracts were used for hedging this period, but the Group regularly monitors and considers hedging when necessary - The Group operates in France, Luxembourg, China, and Hong Kong, facing foreign exchange risk in Euro and RMB [153](index=153&type=chunk)[157](index=157&type=chunk) - For the six months ended June 30, 2025, the Group did not enter into any forward contracts for hedging foreign exchange risk [153](index=153&type=chunk)[157](index=157&type=chunk) - The Group manages foreign exchange risk through regular review and monitoring and will consider hedging arrangements when appropriate and necessary [153](index=153&type=chunk)[157](index=157&type=chunk) [Contingent Liabilities](index=40&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 [154](index=154&type=chunk)[158](index=158&type=chunk) [Pledge on the Group's Assets](index=40&type=section&id=Pledge%20on%20the%20Group's%20Assets) The Group's cash deposits and hotel properties have been pledged as collateral for bank loans - As of June 30, 2025, cash deposits of approximately **HK$67.3 million** and hotel properties of approximately **HK$2,533.3 million** were pledged [155](index=155&type=chunk)[159](index=159&type=chunk) - These assets serve as collateral for bank loans granted to the Group [155](index=155&type=chunk)[159](index=159&type=chunk) [Employees and Remuneration](index=40&type=section&id=Employees%20and%20Remuneration) The Group's employee headcount remained stable, with a slight increase in total remuneration; the Group offers competitive compensation and benefits, including a share option scheme - As of June 30, 2025, the Group had a total of **9** employees, consistent with December 31, 2024 [156](index=156&type=chunk)[160](index=160&type=chunk) - Total employee remuneration for the period was approximately **HK$3.6 million**, an increase from **HK$3.2 million** in the prior corresponding period [156](index=156&type=chunk)[160](index=160&type=chunk) - The Group provides employee benefits including bonuses, Mandatory Provident Fund schemes, medical insurance plans, and participation in the share option scheme [156](index=156&type=chunk)[160](index=160&type=chunk) [Directors' and Chief Executives' Interests and Short Positions in Shares, Underlying Shares and Debentures](index=41&type=section&id=Directors'%20and%20chief%20executives'%20interests%20and%20short%20positions%20in%20shares,%20underlying%20shares%20and%20debentures) As of June 30, 2025, no directors or chief executives of the company held any registrable interests or short positions in the shares, underlying shares, or debentures of the company or any associated corporation - As of June 30, 2025, none of the Company's directors or chief executives had any registrable interests or short positions in the shares, underlying shares, and debentures of the Company or any associated corporation [161](index=161&type=chunk)[162](index=162&type=chunk) [Persons Holding 5% or More Interests in Shares and Underlying Shares](index=41&type=section&id=Persons%20holding%205%25%20or%20more%20interests%20in%20shares%20and%20underlying%20shares) This section details the shareholdings of individuals and entities holding 5% or more interests in the company's shares and underlying shares as of June 30, 2025 Major Shareholders' Shareholdings (Long Positions, as of June 30, 2025) | Shareholder Name/Entity | Capacity | Number of Ordinary Shares Held | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Du Shuang Hua | Interest of controlled corporation | 708,000,000 | 5.54% | | Happy Sino International Limited | Beneficial interest | 708,000,000 | 5.54% | | Mr. Zhang He Yi | Beneficial interest | 1,400,000,000 | 10.96% | | Ms. Lu Xiaomei | Interest of controlled corporation | 753,190,000 | 5.89% | | Sincere Profit Group Limited | Beneficial interest | 753,190,000 | 5.89% | | Ga Leung Investment Company Limited | Beneficial interest | 1,866,666,666 | 14.61% | | Mr. Sun Yong Feng | Interest of controlled corporation | 1,866,666,666 | 14.61% | | Ms. Meng Ya | Spouse's interest | 1,999,666,666 | 15.65% | | Mr. Hu Yishi | Beneficial interest | 1,300,000,000 | 10.17% | [Share Option Scheme](index=42&type=section&id=Share%20option%20scheme) The company has a share option scheme in place to reward and compensate eligible participants for their contributions to the Group's success, with further details provided in Note 17 to the interim condensed consolidated financial information - The Company has a share option scheme in place, designed to reward and compensate eligible participants for their contributions to the Group's successful operations [166](index=166&type=chunk)[169](index=169&type=chunk) - Further details of the scheme are disclosed in Note 17 to the interim condensed consolidated financial information [166](index=166&type=chunk)[169](index=169&type=chunk) [Purchase, Sale or Redemption of Listed Securities of the Company](index=42&type=section&id=Purchase,%20sale%20or%20redemption%20of%20listed%20securities%20of%20the%20Company) During the period, neither the company nor any of its subsidiaries purchased, redeemed, or sold any of the company's listed securities - During the period, neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities [167](index=167&type=chunk)[170](index=170&type=chunk) [Corporate Governance Report](index=42&type=section&id=Corporate%20governance%20report) This section outlines the company's corporate governance practices, including the roles and activities of its Audit, Remuneration, and Nomination Committees [Audit Committee](index=43&type=section&id=Audit%20Committee) The Audit Committee, composed of four independent non-executive directors, has reviewed the Group's accounting policies, risk management, and internal control systems, expressing satisfaction with internal control procedures and financial reporting disclosures - The Audit Committee is composed of four independent non-executive directors, with Mr. Tam San Wing as Chairman [175](index=175&type=chunk)[177](index=177&type=chunk) - The Committee has reviewed the accounting policies and practices adopted by the Group and discussed matters related to risk management and internal control systems [175](index=175&type=chunk)[177](index=177&type=chunk) - The Audit Committee is satisfied with the Group's internal control procedures and financial reporting disclosures [175](index=175&type=chunk)[177](index=177&type=chunk) [Remuneration Committee](index=44&type=section&id=Remuneration%20Committee) The Remuneration Committee has been established in accordance with the Listing Rules and is responsible for making recommendations to the Board on the remuneration policy and structure for all directors and senior management of the company - The Remuneration Committee has been established in accordance with the Listing Rules and has formulated its written terms of reference [179](index=179&type=chunk)[183](index=183&type=chunk) - The Committee is responsible for making recommendations to the Board on the remuneration policy and structure for all directors and senior management of the Company [179](index=179&type=chunk)[183](index=183&type=chunk) - The Remuneration Committee comprises one executive director and four independent non-executive directors, with Mr. Tam San Wing as Chairman [179](index=179&type=chunk)[183](index=183&type=chunk) [Nomination Committee](index=44&type=section&id=Nomination%20Committee) The Nomination Committee has been established in accordance with the Listing Rules and is responsible for reviewing the structure, size, and composition of the Board - The Nomination Committee has been established in accordance with the Listing Rules and has formulated its written terms of reference [180](index=180&type=chunk)[184](index=184&type=chunk) - The Committee is responsible for reviewing the structure, size, and composition of the Board [180](index=180&type=chunk)[184](index=184&type=chunk) - The Nomination Committee currently comprises one executive director and four independent non-executive directors, with Mr. Ng Chi Pan as Chairman [180](index=180&type=chunk)[184](index=184&type=chunk) [Model Code for Securities Transactions by Directors](index=44&type=section&id=Model%20code%20for%20securities%20transactions%20by%20Directors) The company has adopted a code of conduct for directors' securities transactions, which is no less exacting than the Model Code in Appendix C3 of the Listing Rules, and directors have confirmed their compliance throughout the period - The Company has adopted a code of conduct for directors' securities transactions, with terms no less exacting than the Model Code set out in Appendix C3 of the Listing Rules [186](index=186&type=chunk)[188](index=188&type=chunk) - The Company has confirmed with its directors, after specific enquiry, that they have complied with the required standards set out in the Model Code and the Company's code of conduct for directors' securities transactions throughout the period [186](index=186&type=chunk)[188](index=188&type=chunk) [Update on the Director's Information Under Rule 13.51B of the Listing Rules](index=44&type=section&id=Update%20on%20the%20Director's%20Information%20Under%20Rule%2013.51B%20of%20the%20Listing%20Rules) Independent Non-executive Director Ms. Kwok Pui Ha was appointed as an independent non-executive director for two other listed companies, Interstellar Group Limited and Digital Domain Holdings Limited, effective July 1, 2025, and August 15, 2025, respectively - Independent Non-executive Director Ms. Kwok Pui Ha was appointed as an independent non-executive director of Interstellar Group Limited (stock code: 01725), effective July 1, 2025 [181](index=181&type=chunk)[185](index=185&type=chunk) - Ms. Kwok Pui Ha was also appointed as an independent non-executive director of Digital Domain Holdings Limited (stock code: 02350), effective August 15, 2025 [181](index=181&type=chunk)[185](index=185&type=chunk) [Publication of Interim Results and Interim Report](index=45&type=section&id=Publication%20of%20interim%20results%20and%20interim%20report) The interim results announcement is published on the HKEX and company websites, and the interim report will be dispatched to shareholders and posted on the same websites in due course - The interim results announcement is published on the HKEX website (www.hkex.com.hk) and the Company's website (www.kaiyuanholdings.com) [187](index=187&type=chunk)[189](index=189&type=chunk) - The Company will dispatch the interim report for the period to shareholders in due course and will also post it on the aforementioned websites [187](index=187&type=chunk)[189](index=189&type=chunk) [Board of Directors](index=45&type=section&id=Board%20of%20Directors) As of the report date, the Board of Directors comprises Executive Directors Mr. Xue Jian and Mr. Luo Yongzhi, and Independent Non-executive Directors Mr. Tam San Wing, Mr. Ng Chi Pan, Mr. He Yi, and Ms. Kwok Pui Ha - As of the date of this report, the Board of Directors includes Executive Directors Mr. Xue Jian and Mr. Luo Yongzhi [190](index=190&type=chunk) - Independent Non-executive Directors include Mr. Tam San Wing, Mr. Ng Chi Pan, Mr. He Yi, and Ms. Kwok Pui Ha [190](index=190&type=chunk)

[Table of Contents](index=3&type=section&id=%E7%9B%AE%E9%8C%84) This section lists the main chapters and their corresponding page numbers within the report [Company Information](index=4&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99) This chapter provides essential corporate details including board members, registered office, auditors, legal advisors, and principal banks - The company's Board of Directors includes Executive Director Ho Kam Hung, Non-executive Director Yeung Kwok Shui, and three Independent Non-executive Directors Wong Kui Fai, Wong Miu Ting, and Tam Kong[10](index=10&type=chunk) - The company's registered office is in Bermuda, its Hong Kong head office and principal place of business are in Shun Tak Centre, Central, Hong Kong, and its main office in mainland China is in Gangyu Plaza, Chongqing[10](index=10&type=chunk) - The company's auditor is Ernst & Young, and legal advisors include Reed Smith Richards Butler (Hong Kong law) and Conyers Dill & Pearman (Bermuda law)[10](index=10&type=chunk) [Management Discussion and Analysis](index=5&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E8%88%87%E5%88%86%E6%9E%90) This chapter reviews the company's financial performance, business operations, future outlook, and employee policies for the six months ended June 30, 2025 [Financial Review](index=5&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) The company's financial performance significantly improved, achieving profitability driven by fair value gains on equity interests, while maintaining stable liquidity [Performance Overview](index=5&type=section&id=%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7-%E6%A5%AD%E7%B8%BE%E6%A6%82%E8%A6%BD) The company achieved revenue growth and turned a loss into profit in the first half of 2025, primarily due to fair value gains on equity interests | Indicator | H1 2025 (HK$'000) | H1 2024 (HK$'000) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 15,502 | 14,259 | 8.7% Growth | | Profit/(Loss) attributable to ordinary equity holders | 10,165 | (9,583) | Turned from loss to profit | | Adjusted EBITDA | 2,906 | 331 | 777.9% Growth | | Profit/(Loss) before tax | 43,202 | (28,093) | Turned from loss to profit | | Profit/(Loss) after tax | 40,564 | (30,783) | Turned from loss to profit | - The turnaround to profit before tax was mainly due to a fair value gain of **HK$40,464,000** on equity interests in an entity (2024: loss of HK$28,255,000), primarily from exchange gains due to RMB appreciation[14](index=14&type=chunk) [Liquidity and Financial Resources](index=6&type=section&id=%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E5%8F%8A%E8%B2%A1%E5%8B%99%E8%B3%87%E6%BA%90) The company's operating cash flow turned positive, cash balances remained stable, and a low gearing ratio indicates a robust financial position | Indicator | H1 2025 (HK$'000) | H1 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Net cash flow from operating activities | 6,026 | (3,658) | Turned from net outflow to net inflow | | Cash and bank balances (period-end) | 63,564 | 63,573 (2024-12-31) | Largely stable | | Indicator | June 30, 2025 | Dec 31, 2024 | Change | | :--- | :--- | :--- | :--- | | Gearing ratio | 0.10 | 0.10 | Stable | | Net current assets | 11,406,000 | 20,289,000 | Decreased | | Net assets | 1,024,837,000 | 978,126,000 | Increased | | Total assets | 1,452,264,000 | 1,403,511,000 | Increased | - The Group's principal operations are in mainland China, exposing it to exchange rate risk, but no hedging measures were taken in prior years as exchange rate fluctuations were not considered significant[20](index=20&type=chunk) [Significant Investments, Asset Pledges, and Contingent Liabilities](index=7&type=section&id=%E9%87%8D%E5%A4%A7%E6%8A%95%E8%B3%87%E3%80%81%E8%B3%87%E7%94%A2%E6%8A%B5%E6%8A%BC%E5%8F%8A%E6%88%96%E7%84%B6%E8%B2%A0%E5%82%B5) The company's major investment in equity interests at fair value through profit or loss generated significant gains, with no asset pledges or material contingent liabilities | Indicator | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | Change | | :--- | :--- | :--- | :--- | | Equity interests at fair value through profit or loss | 1,015,157 | 974,693 | Increased | | % of total assets | Approx. 70% | Approx. 70% | Stable | - This significant investment is held by Hong Kong Zhengda, which owns all equity in Guangzhou Zhengda, and generated a fair value change gain of **HK$40,464,000** during the period (2024: loss of HK$28,255,000)[22](index=22&type=chunk) - As of June 30, 2025, the Group had no asset pledges or any material contingent liabilities[23](index=23&type=chunk)[24](index=24&type=chunk) [Interim Dividends and Share Option Scheme](index=7&type=section&id=%E4%B8%AD%E6%9C%9F%E8%82%A1%E6%81%AF%E5%8F%8A%E8%B3%BC%E8%82%A1%E6%AC%8A%E8%A8%88%E5%8A%83) The Board does not recommend an interim dividend, and 5 million share options remain unexercised, representing approximately 0.65% of total issued shares - The Board does not recommend the payment of an interim dividend for the current period (2024: nil)[25](index=25&type=chunk) - As of June 30, 2025, **5,000,000** share options remained unexercised, representing approximately **0.65%** of the company's total issued shares, with an exercise price of **HK$0.09** per share[26](index=26&type=chunk)[30](index=30&type=chunk) [Update on Use of Proceeds](index=8&type=section&id=%E6%89%80%E5%BE%97%E6%AC%BE%E9%A0%85%E7%94%A8%E9%80%94%E6%9B%B4%E6%96%B0) Of the HK$16.1 million net proceeds from the 2020 share issue, HK$12.0 million remains unutilized for the Guangzhou redevelopment project, pending reallocation | Use Category | Intended Net Proceeds (HK$ million) | Utilized Net Proceeds (HK$ million) | Unutilized Balance (HK$ million) | Expected Utilization Time | | :--- | :--- | :--- | :--- | :--- | | Guangzhou redevelopment project costs in mainland China | 12.0 | – | 12.0 | On or before June 30, 2027 | | General working capital | 4.1 | 4.1 | – | – | | **Total** | **16.1** | **4.1** | **12.0** | | - As Guangzhou Zhengda is no longer considered a subsidiary of the Group, the Board will consider reallocating the **HK$12,000,000** of proceeds originally earmarked for the Guangzhou Zhengda redevelopment project[33](index=33&type=chunk) [Business Review](index=10&type=section&id=%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) The group's core business involves property development, investment, and management in mainland China, with stable cash flow from Chongqing and delays in the Guangzhou redevelopment project due to a winding-up petition [Property Investment](index=10&type=section&id=%E7%89%A9%E6%A5%AD%E6%8A%95%E8%B3%87) The group's property investment in Gangyu Plaza, Chongqing, provides stable cash flow with high occupancy and acceptable tenant turnover - The Group holds partial property interests in Gangyu Plaza, Yuzhong District, Chongqing, with a total gross floor area of approximately **24,200 sqm**, fully renovated in 2016[39](index=39&type=chunk) - Gangyu Plaza is currently a multi-story shopping mall primarily engaged in wholesale and retail of menswear and footwear, with almost full occupancy and acceptable tenant turnover, providing stable cash flow[39](index=39&type=chunk) [Property Development and Properties Held for Sale](index=10&type=section&id=%E7%89%A9%E6%A5%AD%E7%99%BC%E5%B1%95%E5%8F%8A%E6%8C%81%E4%BD%9C%E9%8A%B7%E5%94%AE%E7%89%A9%E6%A5%AD) The Guangzhou Yuexiu District redevelopment project is planned as a high-end commercial complex with an estimated completion by early 2030, alongside approximately 190 residential units held for sale - The Guangzhou Yuexiu District redevelopment project (formerly Guangzhou Metropolis Shoe City) is planned as a high-end commercial complex with a total gross floor area of approximately **234,000 sqm**, including twin towers and a 3-level basement[42](index=42&type=chunk) - According to the latest construction timetable, the redevelopment project is expected to take about four years, completed in two to three phases, with the first phase completed by late 2029 at the earliest, and the final phase by Q1 2031, with an expected opening in early 2030[42](index=42&type=chunk) - Guangzhou Zhengda owns approximately **190 residential units** (total gross floor area of approximately **11,000 sqm**) held for sale, used for temporary resettlement of relocated owners, currently vacant or available for spot sale[43](index=43&type=chunk) [Winding-up Petition Against Guangzhou Zhengda](index=11&type=section&id=%E5%B0%8D%E5%BB%A3%E5%B7%9E%E6%AD%A3%E5%A4%A7%E7%9A%84%E6%B8%85%E7%AE%97%E5%91%88%E8%AB%8B) Guangzhou Zhengda faces an ongoing winding-up petition which management believes lacks factual and legal basis, while the company extends the deadline for a significant acquisition - Guangzhou Zhengda has faced a winding-up petition since 2009, but the petitioner (Yuefang Private Enterprise) is neither a registered shareholder nor a verified beneficial shareholder or creditor, thus not meeting the prerequisites for a winding-up application[44](index=44&type=chunk)[50](index=50&type=chunk) - Although the Guangzhou Intermediate People's Court initially dismissed the winding-up application, it was later overturned by the Guangdong High People's Court, which ordered continued proceedings and appointed a new liquidation committee; however, Guangzhou Zhengda's management refused to cooperate, and business continues as usual to date[47](index=47&type=chunk)[49](index=49&type=chunk)[50](index=50&type=chunk) - The company reiterates that the winding-up petition lacks factual and legal basis and is confident that the lawsuit will be ruled invalid or dismissed in the foreseeable future (e.g., approximately two years)[52](index=52&type=chunk) - The Group has further extended the long stop date for a significant acquisition to **June 30, 2026**, aiming to reach revised terms for the acquisition[52](index=52&type=chunk) [Outlook](index=15&type=section&id=%E5%B1%95%E6%9C%9B) The company survived the property market downturn with a low-leverage strategy, remains confident in the Guangzhou redevelopment project, and plans to explore new energy-related investment opportunities - The Group survived the volatile mainland property market due to its low-leverage principle, with a gearing ratio of only **0.1** during the period[54](index=54&type=chunk) - The Guangzhou Yuexiu District redevelopment project, leveraging its prime commercial location and subway connectivity, is planned as a cutting-edge commercial complex with environmental, energy-saving, emission-reduction, and humanistic features, aiming to become a national key project[54](index=54&type=chunk) - The Guangzhou Yuexiu District redevelopment project timeline will be extended by one year, with full commencement of construction by early 2028, aiming for the first phase to be completed by Q4 2029[55](index=55&type=chunk) - The Group intends to spin off a new division within its construction engineering department to provide one-stop photovoltaic power generation, storage, and charging solutions for public and private clients in the Greater Bay Area[58](index=58&type=chunk) [Employees and Remuneration Policy](index=16&type=section&id=%E5%83%B1%E5%93%A1%E5%8F%8A%E9%85%AC%E9%87%91%E6%94%BF%E7%AD%96) The group employs approximately 20 staff, with total employee costs of HK$3.767 million, and offers competitive compensation, benefits, and training to attract and retain talent | Indicator | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Number of employees | Approx. 20 | 20 | | Indicator | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Total staff costs (including directors' emoluments) | 3,767 | 3,870 | - The company offers competitive remuneration packages, medical insurance, provident fund contributions, and discretionary bonuses, while continuously providing training and development resources for employees[61](index=61&type=chunk) [Disclosure of Interests](index=17&type=section&id=%E6%AC%8A%E7%9B%8A%E6%8A%AB%E9%9C%B2) This chapter details the interests of directors, chief executives, and major shareholders in the company's shares and its associated corporations [Directors' and Chief Executive's Interests in Shares of the Company and its Associated Corporations](index=17&type=section&id=%E8%91%A3%E4%BA%8B%E2%88%95%E4%B8%BB%E8%A6%81%E8%A1%8C%E6%94%BF%E4%BA%BA%E5%93%A1%E6%96%BC%E6%9C%AC%E5%85%AC%E5%8F%B8%E5%8F%8A%E5%85%B6%E7%9B%B8%E8%81%AF%E6%B3%95%E5%9C%98%E4%B9%8B%E8%82%A1%E4%BB%BD%E4%B8%AD%E4%B9%8B%E6%AC%8A%E7%9B%8A) Executive Director Mr. Ho Kam Hung holds a 15.30% long position in the company's shares, including direct and controlled corporate interests, and deferred shares in subsidiaries | Director Name | Capacity and Nature of Interest | Number of Shares Held | % of Company's Share Capital | | :--- | :--- | :--- | :--- | | Ho Kam Hung | Through controlled corporation | 110,600,000 | 14.39% | | | Beneficially owned directly | 7,000,000 | 0.91% | | | **Total** | **117,600,000** | **15.30%** | | Director Name | Name of Associated Corporation | Relationship with Company | Shares/Equity Derivatives | Number | Capacity and Nature of Interest | % of Issued Share Capital of Associated Corporation | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Ho Kam Hung | Superb Holdings Limited | Subsidiary | Non-voting deferred shares | 91 | Beneficially owned directly | 30.13% | | Ho Kam Hung | China Properties Holdings Limited | Subsidiary | Non-voting deferred shares | 91 | Beneficially owned directly | 30.13% | [Directors' Rights to Acquire Shares](index=19&type=section&id=%E8%91%A3%E4%BA%8B%E8%B3%BC%E8%B2%B7%E8%82%A1%E4%BB%BD%E4%B9%8B%E6%AC%8A%E5%88%A9) No rights to acquire shares or debentures of the company or any other body corporate were granted to or exercised by directors, their spouses, or minor children during the period - During the period, no rights to acquire benefits by way of acquisition of shares or debentures of the company or any other body corporate were granted to any director, their respective spouses, or minor children, nor were any such rights exercised by them[68](index=68&type=chunk) [Major Shareholders](index=19&type=section&id=%E4%B8%BB%E8%A6%81%E8%82%A1%E6%9D%B1) As of June 30, 2025, several major shareholders, including family members and corporate entities, held significant long positions in the company's shares | Shareholder Name/Entity | Capacity and Nature of Interest | Number of Shares Held | % of Company's Share Capital | | :--- | :--- | :--- | :--- | | Yip Ka Lai | Spouse's interest | 117,600,000 | 15.30% | | Ho Cham Hung | Through controlled corporation | 105,600,000 | 13.74% | | Ho Pak Hung | Through controlled corporation | 99,800,000 | 12.98% | | Leung Kwai Fun | Spouse's interest | 99,800,000 | 12.98% | | Easy Rich Limited | Beneficially owned directly | 87,120,000 | 11.33% | | Lead Talent Investment Limited | Beneficially owned directly | 108,000,000 | 14.05% | | Guangshi Harvest Limited | Through controlled corporation | 108,000,000 | 14.05% | | China Guangshi International Investment Co., Ltd. | Through controlled corporation | 108,000,000 | 14.05% | | Xinjiang Guangshi Han Hong Equity Investment Management Co., Ltd. | Through controlled corporation | 108,000,000 | 14.05% | | Strong Holdings Limited | Beneficially owned directly | 100,000,000 | 13.01% | | Tse Hau Cheung | Through controlled corporation | 100,000,000 | 13.01% | [Disclosures Pursuant to Listing Rules](index=21&type=section&id=%E6%A0%B9%E6%93%9A%E4%B8%8A%E5%B8%82%E8%A6%8F%E5%89%87%E7%9A%84%E6%8A%AB%E9%9C%B2) The company generally complied with the Corporate Governance Code and Model Code for Securities Transactions, with no trading of listed securities by the company or its subsidiaries - The company has generally complied with the Corporate Governance Code as set out in Appendix C1 to the Listing Rules throughout the period[74](index=74&type=chunk) - The company confirms that all directors have complied with the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules throughout the period[75](index=75&type=chunk) - During the period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[76](index=76&type=chunk) - The company's unaudited condensed consolidated financial statements for the period have been reviewed by the company's Audit Committee and approved by the Board on August 29, 2025[77](index=77&type=chunk)[78](index=78&type=chunk) [Unaudited Condensed Consolidated Financial Statements](index=22&type=section&id=%E6%9C%AA%E7%B6%93%E5%AF%A9%E6%A0%B8%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) This section presents the unaudited condensed consolidated financial statements for the six months ended June 30, 2025, including statements of profit or loss, comprehensive income, financial position, changes in equity, cash flows, and explanatory notes [Condensed Consolidated Statement of Profit or Loss](index=22&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%94%B6%E7%9B%8A%E8%A1%A8) The company reported increased revenue and a turnaround from loss to profit, primarily driven by fair value changes in equity interests at fair value through profit or loss | Indicator | Six Months Ended June 30, 2025 (HK$'000) | Six Months Ended June 30, 2024 (HK$'000) | | :--- | :--- | :--- | | Revenue | 15,502 | 14,259 | | Fair value change of equity interests at fair value through profit or loss | 40,464 | (28,255) | | Administrative expenses | (12,792) | (14,381) | | Profit/(Loss) for the period | 40,564 | (30,783) | | Attributable to ordinary equity holders of the company | 10,165 | (9,583) | | Basic earnings/(loss) per share | 1.32 HK cents | (1.25) HK cents | [Condensed Consolidated Statement of Comprehensive Income](index=23&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) Total comprehensive income for the period turned from a loss to a profit, mainly due to the period's profit and positive exchange differences from overseas operations | Indicator | Six Months Ended June 30, 2025 (HK$'000) | Six Months Ended June 30, 2024 (HK$'000) | | :--- | :--- | :--- | | Profit/(Loss) for the period | 40,564 | (30,783) | | Exchange differences arising from translation of overseas operations | 6,147 | (4,644) | | Total comprehensive income/(expense) for the period | 46,711 | (35,427) | | Attributable to ordinary equity holders of the company | 19,051 | (16,543) | [Condensed Consolidated Statement of Financial Position](index=24&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) Total assets and net assets increased, with equity interests at fair value through profit or loss and investment properties being key non-current assets, despite a decrease in net current assets | Indicator | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Total non-current assets | 1,370,633 | 1,317,420 | | - Equity interests at fair value through profit or loss | 1,015,157 | 974,693 | | - Investment properties | 352,440 | 339,624 | | Total current assets | 81,631 | 86,091 | | Total current liabilities | (70,225) | (65,802) | | Net current assets | 11,406 | 20,289 | | Net assets | 1,024,837 | 978,126 | | Total equity | 1,024,837 | 978,126 | [Condensed Consolidated Statement of Changes in Equity](index=26&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%AC%8A%E7%9B%8A%E8%AE%8A%E5%8B%95%E8%A1%A8) Total equity increased during the period, primarily attributable to the profit for the period and positive exchange differences related to overseas operations | Indicator | Jan 1, 2025 (HK$'000) | Profit for the period (HK$'000) | Exchange differences (HK$'000) | June 30, 2025 (HK$'000) | | :--- | :--- | :--- | :--- | :--- | | Attributable to equity holders of the company | 320,416 | 10,165 | 8,886 | 339,467 | | Non-controlling interests | 657,710 | 30,399 | (2,739) | 685,370 | | **Total Equity** | **978,126** | **40,564** | **6,147** | **1,024,837** | [Condensed Consolidated Statement of Cash Flows](index=27&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E5%A0%B1%E8%A1%A8) Cash flow from operating activities turned into a net inflow, but a decrease in net cash flow from financing activities led to a slight reduction in cash and cash equivalents at period-end | Indicator | Six Months Ended June 30, 2025 (HK$'000) | Six Months Ended June 30, 2024 (HK$'000) | | :--- | :--- | :--- | | Cash flows from/(used in) operating activities | 6,026 | (3,658) | | Net decrease in cash flows from financing activities | (8,329) | (6,088) | | Net decrease in cash and cash equivalents | (2,303) | (9,746) | | Cash and cash equivalents at end of period | 63,564 | 78,763 | [Notes to the Condensed Consolidated Financial Statements](index=28&type=section&id=%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E6%B3%A8) These notes detail the basis of preparation, accounting policies, segment information, tax, EPS, receivables/payables, litigation, related party transactions, and valuation methods for equity interests at fair value through profit or loss [Basis of Preparation and Principal Accounting Policies](index=28&type=section&id=%E7%B7%A8%E8%A3%BD%E5%9F%BA%E6%BA%96%E5%8F%8A%E4%B8%BB%E8%A6%81%E6%9C%83%E8%A8%88%E6%94%BF%E7%AD%96) The condensed consolidated financial statements are prepared in accordance with HKAS 34 and Listing Rules, with no material impact from the newly adopted HKAS 21 (amended) - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard ("HKAS") 34 - Interim Financial Reporting issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of the Listing Rules[87](index=87&type=chunk) - The revised HKAS 21 (amended) Lack of Exchangeability was adopted for the first time during the period, but it had no significant impact on the results and financial position[88](index=88&type=chunk)[89](index=89&type=chunk) [Operating Segment Information](index=28&type=section&id=%E7%B6%93%E7%87%9F%E5%88%86%E9%A1%9E%E8%B3%87%E6%96%99) The group operates in property investment and development, and corporate and other segments, with over 90% of revenue generated from mainland China customers - The Group has two reportable operating segments: (a) property investment and development segment, and (b) corporate and other segments[90](index=90&type=chunk)[92](index=92&type=chunk) - Over **90%** of the Group's revenue is derived from customers in mainland China, hence no geographical segment information is presented[91](index=91&type=chunk) | Segment | H1 2025 Revenue (HK$'000) | H1 2024 Revenue (HK$'000) | | :--- | :--- | :--- | | Property investment and development | 15,502 | 14,259 | | Corporate and other | – | – | | **Total** | **15,502** | **14,259** | [Profit/(Loss) Before Tax and Income Tax](index=30&type=section&id=%E7%A8%85%E5%89%8D%E6%BA%A2%E5%88%A9%E2%88%95%EF%BC%88%E虧%E6%90%8D%EF%BC%89%E5%8F%8A%E6%89%80%E5%BE%97%E7%A8%85) Profit before tax was significantly influenced by fair value changes in equity interests at fair value through profit or loss, with income tax primarily from mainland China subsidiaries at a 25% rate | Indicator | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Depreciation of property, plant and equipment | 168 | 169 | | Fair value change of equity interests at fair value through profit or loss | (40,464) | 28,255 | | Interest income | (28) | (68) | - The Group did not generate any assessable profits in Hong Kong during the period, and mainland China subsidiaries are subject to income tax at a rate of **25%**[98](index=98&type=chunk) | Income Tax Category | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Current - Mainland China enterprise income tax | 1,967 | 1,924 | | Deferred | 671 | 766 | | **Total tax expense for the period** | **2,638** | **2,690** | [Interim Dividends and Earnings/(Loss) Per Share](index=30&type=section&id=%E4%B8%AD%E6%9C%9F%E8%82%A1%E6%81%AF%E5%8F%8A%E6%AF%8F%E8%82%A1%E6%BA%A2%E5%88%A9%E2%88%95%EF%BC%88%E虧%E6%90%8D%EF%BC%89) The Board does not recommend an interim dividend, and basic earnings per share for the period was 1.32 HK cents, a significant improvement from the prior year's loss - The Board does not recommend the payment of an interim dividend for the current period (2024: nil)[99](index=99&type=chunk) | Indicator | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Profit/(Loss) attributable to ordinary equity holders of the company | HK$10,165,000 | (HK$9,583,000) | | Number of ordinary shares in issue | 768,616,520 shares | 768,616,520 shares | | Basic earnings/(loss) per share | 1.32 HK cents | (1.25) HK cents | - As of June 30, 2025 and 2024, the Group had no potential dilutive ordinary shares in issue[102](index=102&type=chunk) [Trade Receivables and Payables](index=31&type=section&id=%E8%B2%BF%E6%98%93%E6%87%89%E6%94%B6%E6%AC%BE%E9%A0%85%E5%8F%8A%E6%87%89%E4%BB%98%E6%AC%BE%E9%A0%85) Trade receivables decreased and are all current, while trade payables, primarily over one year old, remained stable | Trade Receivables Ageing | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Within 6 months | 13,343 (100%) | 13,997 (67%) | | Over 6 months but less than 1 year | – | 6,862 (33%) | | **Total** | **13,343** | **20,859** | - The Group generally grants credit terms of 3 to 12 months to customers, and trade receivables are interest-free[103](index=103&type=chunk) | Trade Payables Ageing | June 30, 2025 (HK$'000) | Dec 31, 2024 (HK$'000) | | :--- | :--- | :--- | | Over 1 year | 1,914 (100%) | 1,844 (100%) | | **Total** | **1,914** | **1,844** | [Litigation and Related Party Transactions](index=32&type=section&id=%E8%A8%B4%E8%A8%9F%E5%8F%8A%E9%97%9C%E9%80%A3%E4%BA%BA%E5%A3%AB%E4%BA%A4%E6%98%93) Significant litigation details are in the MD&A, and related party transactions include office usage fees paid to a private company controlled by an executive director - Details of the Group's significant litigation are disclosed in the "Management Discussion and Analysis" section of this report[106](index=106&type=chunk) - During the period, a subsidiary of the company obtained the right to use an office in Hong Kong from a private company controlled by an executive director, incurring a license fee of **HK$899,000** (2024: HK$922,000)[107](index=107&type=chunk) - As of June 30, 2025, amounts payable to related companies were **HK$4,181,000** (December 31, 2024: HK$3,283,000), included in "Other payables and accrued liabilities"[107](index=107&type=chunk) [Equity Interest in an Entity at Fair Value Through Profit or Loss](index=32&type=section&id=%E6%8C%89%E5%85%AC%E5%85%81%E5%83%B9%E5%80%BC%E8%A8%88%E5%85%A5%E6%90%8D%E7%9B%8A%E4%B9%8B%E4%B8%80%E9%96%93%E5%AF%A6%E9%AB%94%E7%9A%84%E8%82%A1%E6%9C%AC%E6%AC%8A%E7%9B%8A) The equity interest in Guangzhou Zhengda, valued at fair value through profit or loss, increased in carrying amount due to significant fair value gains, estimated using discounted net realizable value | Indicator | H1 2025 (HK$'000) | H1 2024 (HK$'000) | | :--- | :--- | :--- | | Carrying amount at January 1 | 974,693 | 1,030,472 | | Fair value change recognized in profit or loss | 40,464 | (28,255) | | Carrying amount at June 30 | 1,015,157 | 1,002,217 | - Fair value measurement is classified as Level 3, using the discounted net realizable value method, with a discount rate of **3.5%** (December 31, 2024: 3.6%) for cash flow projections[109](index=109&type=chunk) - A **1% increase** in the discount rate would result in a decrease in fair value of approximately **HK$42,989,000**, while a **1% decrease** would result in an increase of approximately **HK$45,335,000**[109](index=109&type=chunk) | Asset Category | Valuation Technique | Significant Unobservable Input Data | Weighted Average/Range June 30, 2025 | Weighted Average/Range Dec 31, 2024 | | :--- | :--- | :--- | :--- | :--- | | Investment properties | Residual method | Unit price per sqm | HK$28,270 to HK$50,380 | HK$27,242 to HK$48,548 | | | | Estimated completion cost per sqm | HK$7,150 to HK$9,790 | HK$6,890 to HK$9,434 | | | | Discount rate for recovery | 25% | 25% | | Properties held for sale | Market approach | Unit price per sqm | HK$12,474 to HK$14,058 | HK$12,020 to HK$13,547 | | | | Discount rate for recovery | 25% | 25% |

[Company Information](index=3&type=section&id=Company%20Information) This section details changes in the company's board and committee structures, including new appointments and retirements, alongside essential administrative and contact information [Board and Committee Composition](index=4&type=section&id=Board%20and%20Committee%20Composition) During the reporting period, the company's board members and various committees (Audit, Nomination, Remuneration, ESG) underwent multiple adjustments, including new independent non-executive director appointments, retirements, and the establishment of a Lead Independent Non-Executive Director and an ESG Committee to strengthen corporate governance - Ms. Zhang Yun was appointed Lead Independent Non-Executive Director on August 25, 2025, to enhance board effectiveness and corporate governance[4](index=4&type=chunk)[66](index=66&type=chunk)[67](index=67&type=chunk) - Mr. Wang Shunde was appointed Independent Non-Executive Director and Chairman of the Audit Committee on March 26, 2025[4](index=4&type=chunk)[86](index=86&type=chunk) - Mr. Shi Xiaoguang and Mr. Su Deyang retired as Independent Non-Executive Directors and members of related committees on May 27, 2025[4](index=4&type=chunk)[86](index=86&type=chunk) - The company's Environmental, Social and Governance Committee was established on March 26, 2025, with a chairman and members appointed[5](index=5&type=chunk) [Basic Company Information](index=4&type=section&id=Basic%20Company%20Information) This section outlines the company's basic contact and administrative information, including its registered office, auditor, share registrar, authorized representatives, website, stock code, headquarters, and principal place of business in Hong Kong - The company's registered office is in the Cayman Islands, and its auditor is Ernst & Young[5](index=5&type=chunk) - The company's stock code is **1086**, and its headquarters are located in Kunshan City, Jiangsu Province, China[7](index=7&type=chunk) [Management Discussion and Analysis](index=6&type=section&id=Management%20Discussion%20and%20Analysis) This section provides an overview of the Group's performance amidst global challenges, its strategic outlook, a detailed financial review, and insights into working capital, human resources, and significant investments [Overview](index=7&type=section&id=Overview) Despite global macroeconomic volatility, tariff policies, and escalating geopolitical conflicts, the Group achieved a 2.7% revenue growth during the reporting period, though profitability declined due to US market tariff costs, new regulatory standards, and increased promotional expenses. The company continues to deepen its ESG practices, gaining external recognition, and leverages its diversified brands, global distribution platform, and vertical integration advantages to navigate challenges - Weak global macroeconomic conditions, tariff policies, and escalating geopolitical conflicts have created structural impacts on the company's business performance, leading to decreased consumer demand and market confidence[11](index=11&type=chunk) - The company was included in S&P Global's "Sustainability Yearbook (China Edition) 2025" and "Forbes China Industry Development ESG Benchmark 2025," demonstrating external recognition of its competitiveness in ESG[12](index=12&type=chunk) - The company possesses diversified proprietary brands, a globally balanced omnichannel distribution platform, and a vertically integrated platform with proprietary manufacturing operations to mitigate single-region risks and flexibly respond to market fluctuations[14](index=14&type=chunk) Key Financial Indicators for H1 2025 (YoY Change) | Indicator | H1 2025 (million HKD) | H1 2024 (million HKD) | YoY Change (%) | YoY Change at Constant Currency (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 4,300.9 | 4,187.6 | 2.7% | 2.8% | | Reported Gross Profit | 2,134.8 | 2,201.5 | -3.0% | - | | Reported Operating Profit | 202.0 | 279.4 | -27.7% | - | | Non-GAAP Operating Profit | 225.9 | 299.2 | -24.5% | - | | Reported Net Profit | 105.5 | 187.3 | -43.7% | - | | Non-GAAP Net Profit | 124.6 | 202.2 | -38.4% | - | Revenue by Brand for H1 2025 | Brand | H1 2025 Revenue (million HKD) | % of Revenue | H1 2024 Revenue (million HKD) | % of Revenue | YoY Change (%) | YoY Change at Constant Currency (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Strategic Brands | 3,922.5 | 91.2% | 3,792.3 | 90.6% | 3.4% | 3.4% | | CYBEX | 2,452.4 | 57.0% | 2,158.2 | 51.5% | 13.6% | 12.6% | | Evenflo | 1,075.3 | 25.0% | 1,133.8 | 27.1% | -5.2% | -2.5% | | gb | 394.8 | 9.2% | 500.3 | 12.0% | -21.1% | -23.0% | | Blue Chip and Other Businesses | 378.4 | 8.8% | 395.3 | 9.4% | -4.3% | -2.4% | - **CYBEX** brand revenue grew strongly by **13.6%** (**12.6%** at constant currency), outperforming competitors and gaining market share, with continuous improvement in profitability[16](index=16&type=chunk) - **Evenflo** brand revenue decreased by **5.2%** (**2.5%** at constant currency), primarily due to increased costs from US tariffs, new regulatory standards, and intensified promotions, though new product launches and D2C channel development remained steady[19](index=19&type=chunk) - **gb** brand revenue decreased by **21.1%** (**23.0%** at constant currency), mainly due to brand transformation focusing on proprietary retail channels and streamlining wholesale channels, which led to lower sales but improved gross margins[19](index=19&type=chunk) - Revenue from Blue Chip and Other Businesses decreased by **4.3%** (**2.4%** at constant currency), primarily due to delayed shipments from key customers caused by US government tariff policies[18](index=18&type=chunk) [Outlook](index=10&type=section&id=Outlook) The company anticipates slower global economic growth for the remainder of 2025, with geopolitical conflicts and climate change potentially causing logistics disruptions and cost pressures. Despite challenges, the company remains confident in its vertically integrated, brand-driven development strategy, continuing to invest in brand building, omnichannel distribution, supply chain optimization, and digitalization, while setting specific development goals for each strategic brand - Global economic growth is expected to slow for the remainder of 2025, with geopolitical conflicts and climate change potentially leading to logistics disruptions, cost pressures, and damaged consumer confidence[20](index=20&type=chunk) - The company will continue to implement its vertically integrated, brand-driven development strategy, maintaining global competitiveness through strategic investments and expanding and deepening brand building and omnichannel distribution networks[20](index=20&type=chunk)[21](index=21&type=chunk) - **CYBEX** will continue to leverage brand momentum and omnichannel infrastructure for global expansion, aiming to gain market share[22](index=22&type=chunk) - **Evenflo** will focus on restoring sales growth and profitability in the second half of the year, optimizing costs, adjusting pricing strategies, and continuing to invest in brand, product, and digitalization[22](index=22&type=chunk) - **gb** will continue its brand transformation in the Chinese market, focusing on product development, refined operation of proprietary retail channels, and price control[23](index=23&type=chunk) - Blue chip businesses are expected to face downward pressure, but the company will maintain healthy customer relationships and continue to secure new product orders and develop new clients[23](index=23&type=chunk) [Financial Review](index=11&type=section&id=Financial%20Review) The Group's revenue grew by 2.7% to **HKD 4,300.9 million** during the reporting period, but gross profit and operating profit both declined, primarily due to US market tariff costs and increased promotional expenses. Profit for the period significantly decreased by **43.7%** to **HKD 105.5 million**. Non-GAAP measures also showed a downward trend in adjusted operating profit and net profit Key Financial Data for H1 2025 | Indicator | H1 2025 (thousand HKD) | H1 2024 (thousand HKD) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 4,300,936 | 4,187,639 | 2.7% | | Cost of Sales | (2,166,090) | (1,986,091) | 9.1% | | Gross Profit | 2,134,846 | 2,201,548 | -3.0% | | Gross Profit Margin | 49.6% | 52.6% | -3.0 percentage points | | Other Income and Gains | 77,810 | 10,718 | 625.9% | | Selling and Distribution Expenses | (1,253,013) | (1,205,245) | 3.96% | | Administrative Expenses | (756,784) | (727,033) | 4.1% | | Operating Profit | 202,045 | 279,384 | -27.7% | | Finance Income | 8,046 | 18,586 | -56.7% | | Finance Costs | (56,701) | (87,683) | -35.3% | | Profit Before Tax | 153,619 | 217,880 | -29.5% | | Income Tax Expense | (48,082) | (30,594) | 57.2% | | Profit for the Period | 105,537 | 187,286 | -43.7% | - The decrease in gross profit was primarily due to reduced gross profit from US market operations, attributed to additional tariff costs, increased car seat product costs, and higher promotional expenses for new product displays[25](index=25&type=chunk) - Other income and gains significantly increased, mainly due to higher foreign exchange gains[26](index=26&type=chunk) - Net finance costs decreased, consistent with the reduction in interest-bearing bank loans and other borrowings[32](index=32&type=chunk) Reconciliation of Non-GAAP Financial Measures | Indicator | H1 2025 (Reported, thousand HKD) | H1 2025 (Non-GAAP, thousand HKD) | H1 2024 (Reported, thousand HKD) | H1 2024 (Non-GAAP, thousand HKD) | | :--- | :--- | :--- | :--- | :--- | | Operating Profit | 202.0 | 225.9 | 279.4 | 299.2 | | Profit Before Tax | 153.6 | 177.5 | 217.9 | 237.7 | | Profit for the Period | 105.5 | 124.6 | 187.3 | 202.2 | | Operating Margin | 4.7% | 5.3% | 6.7% | 7.1% | | Net Profit Margin | 2.5% | 2.9% | 4.5% | 4.8% | [Working Capital and Financial Resources](index=14&type=section&id=Working%20Capital%20and%20Financial%20Resources) As of June 30, 2025, the Group's working capital remained robust, with stable turnover days for trade receivables and bills payable. Inventory decreased due to reduced in-transit inventory and scaled-back safety stock reserves. Monetary assets slightly decreased, but net debt increased, with the leverage ratio remaining within a controllable range Working Capital Indicators | Indicator | June 30, 2025 (million HKD) | December 31, 2024 (million HKD) | Turnover Days H1 2025 | Turnover Days H1 2024 | | :--- | :--- | :--- | :--- | :--- | | Trade and Bills Receivables | 1,085.9 | 1,085.0 | 45 | 52 | | Trade and Bills Payables | 1,282.1 | 1,459.5 | 114 | 119 | | Inventories | 1,623.3 | 1,712.4 | 139 | 138 | - The decrease in inventory was primarily due to lower in-transit inventory levels and proactive reduction of safety stock reserves[39](index=39&type=chunk) - Monetary assets (cash and cash equivalents, etc.) decreased from approximately **HKD 1,126.0 million** as of December 31, 2024, to approximately **HKD 1,067.1 million** as of June 30, 2025[41](index=41&type=chunk) - Total interest-bearing bank loans and other borrowings were approximately **HKD 1,460.6 million**, with short-term borrowings of approximately **HKD 523.4 million**[41](index=41&type=chunk) - Net debt increased from approximately **HKD 329.1 million** as of December 31, 2024, to approximately **HKD 393.5 million** as of June 30, 2025[41](index=41&type=chunk) - The leverage ratio (net debt divided by adjusted capital plus net debt) was **30.6%** (December 31, 2024: **32.8%**), and **32.6%** after accounting for lease liabilities (December 31, 2024: **34.8%**)[45](index=45&type=chunk) - The Group had no significant contingent liabilities[42](index=42&type=chunk) - The Group uses forward foreign exchange contracts to mitigate the potential impact of foreign currency exposure[43](index=43&type=chunk) [Employees and Remuneration Policy](index=16&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the Group had **6,096** full-time employees, with a slight decrease in employee costs. The company's remuneration policy is based on factors such as position, capability, and performance, providing benefits mandated by local laws. The company terminated its 2010 and 2020 share option schemes and adopted a new 2025 share option scheme to offer greater flexibility and incentives to eligible participants - As of June 30, 2025, the Group had **6,096** full-time employees, a decrease from **6,231** as of December 31, 2024[46](index=46&type=chunk) - Employee costs (excluding directors' emoluments) for the period were approximately **HKD 935.8 million**, a decrease from approximately **HKD 953.8 million** in the same period last year[46](index=46&type=chunk) - The company terminated its 2010 and 2020 share option schemes and adopted a new 2025 share option scheme on May 27, 2025, to provide greater flexibility and incentives to eligible participants[47](index=47&type=chunk)[51](index=51&type=chunk) - As of June 30, 2025, the total number of outstanding share options under the 2010 and 2020 share option schemes was **175,668,000** options[48](index=48&type=chunk) - The scheme mandate limit for the 2025 share option scheme allows for a total of **166,813,966** options to be granted, representing approximately **9.99%** of the issued shares[55](index=55&type=chunk) [Significant Acquisitions and Disposals and Material Investments](index=23&type=section&id=Significant%20Acquisitions%20and%20Disposals%20and%20Material%20Investments) The Group did not undertake any significant acquisitions or disposals of subsidiaries, associates, or joint ventures during the reporting period, nor does it have any future plans for material investments or capital assets - During the period, the Group did not undertake any significant acquisitions or disposals of subsidiaries, associates, or joint ventures[58](index=58&type=chunk) - As of June 30, 2025, the Group had no future plans for any material investments or capital assets[59](index=59&type=chunk) [Other Information](index=24&type=section&id=Other%20Information) This section covers the company's share dealings, dividend policy, corporate governance practices, audit committee oversight, interests of directors and major shareholders, and any significant post-reporting period events [Share Dealings and Dividend Policy](index=25&type=section&id=Share%20Dealings%20and%20Dividend%20Policy) During the reporting period, neither the company nor its subsidiaries bought, sold, or redeemed any listed securities, nor did they hold any treasury shares. The Board does not recommend the payment of any dividend for the period - During the period, neither the company nor any of its subsidiaries bought, sold, or redeemed any of the company's listed securities, and no treasury shares were held[62](index=62&type=chunk) - The Board does not recommend the payment of any dividend for the period (no dividend was paid for the corresponding period in 2024)[63](index=63&type=chunk) [Corporate Governance and Compliance](index=25&type=section&id=Corporate%20Governance%20and%20Compliance) The company is committed to high standards of corporate governance and confirmed compliance with all provisions of the HKEX Corporate Governance Code during the reporting period. In response to the revised code, a Lead Independent Non-Executive Director was appointed. Additionally, the company disclosed specific performance obligations of its controlling shareholder under a financing agreement and confirmed that directors and employees complied with securities dealing codes - The company has complied with all code provisions of the HKEX Corporate Governance Code throughout the period[65](index=65&type=chunk) - In response to the revised Corporate Governance Code effective July 1, 2025, the company appointed Ms. Zhang Yun as Lead Independent Non-Executive Director[66](index=66&type=chunk)[67](index=67&type=chunk) - Under the April 2024 financing agreement, if Mr. Song (together with his family) ceases to be the single largest beneficial shareholder or beneficially owns more than **20%** of the issued share capital, the borrower must immediately notify the finance agent and repay the loan upon demand[68](index=68&type=chunk)[69](index=69&type=chunk)[73](index=73&type=chunk) - All directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers during the period[70](index=70&type=chunk) [Audit Committee and Auditor](index=26&type=section&id=Audit%20Committee%20and%20Auditor) The Audit Committee, comprising two independent non-executive directors and one non-executive director, has reviewed the unaudited interim condensed consolidated financial information for the period. The company's auditor, Ernst & Young, has reviewed the interim results in accordance with relevant standards - The Audit Committee comprises Mr. Wang Shunde (Chairman), Ms. Zhang Yun, and Mr. He Guoxian[71](index=71&type=chunk) - The Group's unaudited interim condensed consolidated financial information for the period has been reviewed by the Audit Committee[71](index=71&type=chunk) - The company's auditor, Ernst & Young, has reviewed the interim results in accordance with Hong Kong Standard on Review Engagements 2410 issued by the Hong Kong Institute of Certified Public Accountants[71](index=71&type=chunk) [Directors' and Major Shareholders' Interests](index=27&type=section&id=Directors%27%20and%20Major%20Shareholders%27%20Interests) As of June 30, 2025, several directors and major shareholders held interests in the company's shares and/or share options. Mr. Song Zhenghuan and his spouse, Ms. Fu Jingqiu, indirectly held approximately **46.17%** of the company's shares through trusts and controlled corporations. Major shareholder Hengtai Trust and its associated entities also held substantial shares Directors' Interests in Shares and/or Related Shares (as of June 30, 2025) | Director Name | Nature of Interest | Number of Shares and/or Related Shares (L) | Approximate % of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Song Zhenghuan | Beneficiary of Trust/Beneficial Owner/Interest in Controlled Corporation/Spouse's Interest | 770,195,427 | 46.17% | | Mr. Liu Tongyou | Beneficial Owner/Interest in Controlled Corporation | 47,310,573 | 2.84% | | Mr. Martin Pos | Beneficial Owner | 126,580,915 | 7.59% | | Ms. Fu Jingqiu | Beneficiary of Trust/Beneficial Owner/Spouse's Interest | 770,195,427 | 46.17% | | Mr. He Guoxian | Beneficial Owner | 96,000 | 0.01% | | Ms. Zhang Yun | Beneficial Owner | 96,000 | 0.01% | | Mr. Jin Peng | Beneficial Owner | 3,010,000 | 0.18% | Number of Share Options Granted to Directors | Director Name | Number of Share Options Granted | | :--- | :--- | | Mr. Song Zhenghuan | 1,668,000 | | Mr. Liu Tongyou | 18,253,000 | | Mr. Martin Pos | 38,380,000 | | Ms. Fu Jingqiu | 2,485,000 | | Mr. He Guoxian | 96,000 | | Ms. Zhang Yun | 96,000 | | Mr. Jin Peng | 96,000 | Major Shareholders' Interests and Short Positions (as of June 30, 2025) | Name | Capacity | Number of Shares and/or Related Shares (L) | Approximate % of Shareholding | | :--- | :--- | :--- | :--- | | Hengtai Trust (Hong Kong) Limited | Trustee | 766,042,427 | 45.92% | | Gramma Enterprises Limited | Interest in Controlled Corporation/Beneficial Owner | 696,304,251 | 41.74% | | Rosy Phoenix Limited | Interest in Controlled Corporation/Beneficial Owner | 696,304,251 | 41.74% | | Cayey Enterprises Limited | Interest in Controlled Corporation/Beneficial Owner | 608,550,380 | 36.48% | | Grappa Enterprises Limited | Interest in Controlled Corporation | 608,550,380 | 36.48% | | Pacific United Developments Limited | Beneficial Owner | 409,518,229 | 24.55% | | Sure Growth Investments Limited | Beneficial Owner | 129,293,975 | 7.75% | - Mr. Song Zhenghuan and his spouse, Ms. Fu Jingqiu, are beneficiaries of Grappa Trust and Gramma Trust, which indirectly control a substantial number of company shares through multiple entities[78](index=78&type=chunk)[83](index=83&type=chunk) [Events After Reporting Period and Directors' Information Disclosure](index=28&type=section&id=Events%20After%20Reporting%20Period%20and%20Directors%27%20Information%20Disclosure) No significant events requiring additional disclosure or adjustment occurred from the end of the reporting period up to the date of this report. Additionally, the company disclosed changes in directors' biographical details since the publication of the 2024 annual report, primarily involving director appointments, retirements, and committee role adjustments - No other significant events requiring additional disclosure or adjustment occurred after the end of the reporting period and up to the date of this report[82](index=82&type=chunk) - Since the publication of the 2024 annual report, several changes have occurred in directors' appointments, retirements, and committee roles, including the appointments of Mr. Wang Shunde, Ms. Zhang Yun, and Mr. He Guoxian, and the retirements of Mr. Shi Xiaoguang and Mr. Su Deyang[85](index=85&type=chunk)[86](index=86&type=chunk) [Review Report on Interim Condensed Consolidated Financial Information](index=30&type=section&id=Review%20Report%20on%20Interim%20Condensed%20Consolidated%20Financial%20Information) This section presents the independent review report on the interim condensed consolidated financial information, confirming its preparation in accordance with relevant accounting standards [Independent Review Report](index=31&type=section&id=Independent%20Review%20Report) Ernst & Young has reviewed Goodbaby International Holdings Limited's interim condensed consolidated financial information for the six months ended June 30, 2025, in accordance with Hong Kong Standard on Review Engagements 2410. The scope of the review is less than an audit, thus no audit opinion is expressed. Based on the review, no matters were identified suggesting that the interim financial information was not prepared in accordance with International Accounting Standard 34 - Ernst & Young has reviewed the company's interim condensed consolidated financial information for the six months ended June 30, 2025[88](index=88&type=chunk) - The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410, with a scope less than an audit, thus no audit opinion is expressed[90](index=90&type=chunk) - Based on the review work, no matters were identified indicating that the interim financial information was not prepared in all material respects in accordance with International Accounting Standard 34[91](index=91&type=chunk) [Interim Condensed Consolidated Statement of Profit or Loss](index=32&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) For the six months ended June 30, 2025, the company's revenue was **HKD 4,300.9 million**, a **2.7%** year-on-year increase. However, due to rising cost of sales and declining gross profit, operating profit decreased by **27.7%** year-on-year to **HKD 202.0 million**. Profit for the period was **HKD 105.5 million**, a significant **43.7%** decrease from the prior year Summary of Interim Condensed Consolidated Statement of Profit or Loss | Indicator | H1 2025 (thousand HKD) | H1 2024 (thousand HKD) | | :--- | :--- | :--- | | Revenue | 4,300,936 | 4,187,639 | | Cost of Sales | (2,166,090) | (1,986,091) | | Gross Profit | 2,134,846 | 2,201,548 | | Operating Profit | 202,045 | 279,384 | | Profit Before Tax | 153,619 | 217,880 | | Profit for the Period | 105,537 | 187,286 | | Basic Earnings Per Share Attributable to Owners of the Parent (HKD) | 0.06 | 0.11 | [Interim Condensed Consolidated Statement of Comprehensive Income](index=33&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) For the six months ended June 30, 2025, the company's profit for the period was **HKD 105.5 million**. Other comprehensive income was primarily affected by exchange differences, with a **HKD 249.0 million** exchange difference on translation of overseas operations, leading to a total comprehensive income for the period of **HKD 319.5 million**, a significant increase from **HKD 60.9 million** in the prior year Summary of Interim Condensed Consolidated Statement of Comprehensive Income | Indicator | H1 2025 (thousand HKD) | H1 2024 (thousand HKD) | | :--- | :--- | :--- | | Profit for the Period | 105,537 | 187,286 | | Other Comprehensive Income Net of Tax, Reclassifiable to Profit or Loss in Subsequent Periods | 213,954 | (126,409) | | Total Comprehensive Income for the Period | 319,491 | 60,877 | | Total Comprehensive Income Attributable to Owners of the Parent | 319,328 | 59,636 | - Exchange differences on translation of overseas operations amounted to **HKD 249.0 million**, positively impacting total comprehensive income for the period[94](index=94&type=chunk) [Interim Condensed Consolidated Statement of Financial Position](index=34&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the Group's total assets were **HKD 10,476.5 million**, comprising **HKD 6,008.6 million** in non-current assets and **HKD 4,467.8 million** in current assets. Net assets increased to **HKD 6,016.2 million** from **HKD 5,815.6 million** at the end of 2024. Total current liabilities were **HKD 3,131.8 million**, resulting in net current assets of **HKD 1,336.0 million** Summary of Interim Condensed Consolidated Statement of Financial Position | Indicator | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Total Non-Current Assets | 6,008,639 | 5,768,492 | | Total Current Assets | 4,467,805 | 4,635,090 | | Total Current Liabilities | 3,131,827 | 3,205,861 | | Net Current Assets | 1,335,978 | 1,429,229 | | Total Assets Less Current Liabilities | 7,344,617 | 7,197,721 | | Total Non-Current Liabilities | 1,328,443 | 1,382,104 | | Net Assets | 6,016,174 | 5,815,617 | | Total Equity | 6,016,174 | 5,815,617 | - Goodwill and other intangible assets are major components of the company's non-current assets, amounting to **HKD 2,617.4 million** and **HKD 2,073.9 million**, respectively[95](index=95&type=chunk) - Inventories amounted to **HKD 1,623.3 million**, and trade and bills receivables were **HKD 1,085.4 million**[95](index=95&type=chunk) [Interim Condensed Consolidated Statement of Changes in Equity](index=36&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2025, total equity attributable to owners of the parent increased from **HKD 5,789.9 million** as of December 31, 2024, to **HKD 6,010.3 million**. Total comprehensive income for the period was **HKD 319.3 million**, primarily driven by positive exchange adjustments. The company declared and paid a 2024 final dividend of **HKD 116.8 million** Summary of Interim Condensed Consolidated Statement of Changes in Equity | Indicator | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Total Equity Attributable to Owners of the Parent | 6,010,304 | 5,789,855 | | Non-Controlling Interests | 5,870 | 25,762 | | Total Equity | 6,016,174 | 5,815,617 | | Total Comprehensive Income for the Period (Attributable to Owners of the Parent) | 319,328 | 59,636 (H1 2024) | | 2024 Final Dividend Declared | (116,776) | - | - Exchange adjustments had a positive impact of **HKD 249.0 million** on equity[98](index=98&type=chunk) - Share options exercised resulted in an increase of **HKD 2 thousand** in share capital and **HKD 273 thousand** in share premium[98](index=98&type=chunk) [Interim Condensed Consolidated Statement of Cash Flows](index=37&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash flow from operating activities was **HKD 296.9 million**, an increase from the prior year. Net cash flow used in investing activities was **HKD 148.9 million**, primarily for the purchase of property, plant, and equipment. Net cash flow used in financing activities was **HKD 286.1 million**, mainly affected by loan repayments and dividends paid. Cash and cash equivalents at period-end amounted to **HKD 998.5 million** Summary of Interim Condensed Consolidated Statement of Cash Flows | Indicator | H1 2025 (thousand HKD) | H1 2024 (thousand HKD) | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 296,930 | 236,020 | | Net Cash Flow Used in Investing Activities | (148,920) | (86,826) | | Net Cash Flow Used in Financing Activities | (286,072) | (298,729) | | Net Decrease in Cash and Cash Equivalents | (138,062) | (149,535) | | Cash and Cash Equivalents at End of Period | 998,472 | 803,720 | - Net cash flow from operating activities increased, primarily benefiting from reduced inventories and a decrease in derivative financial instruments[99](index=99&type=chunk) - Cash outflow from investing activities increased, mainly due to purchases of property, plant, and equipment items and financial products[100](index=100&type=chunk) - Cash outflow from financing activities decreased, primarily due to reduced repayment of borrowings and a decrease in pledged deposits[100](index=100&type=chunk) [Notes to the Interim Condensed Consolidated Financial Information](index=39&type=section&id=Notes%20to%20the%20Interim%20Condensed%20Consolidated%20Financial%20Information) This section provides detailed explanatory notes to the interim condensed consolidated financial information, covering accounting policies, segment data, revenue, expenses, financial instruments, and other disclosures [1. Company Information](index=39&type=section&id=1.%20Company%20Information) This note confirms the authorization date for the publication of the Group's interim condensed consolidated financial information and reiterates that the company is incorporated in the Cayman Islands, listed on the Main Board of the HKEX, and primarily engaged in the design, R&D, manufacturing, marketing, and distribution of children's products - The Group's interim condensed consolidated financial information was authorized for issue by a Board resolution on August 25, 2025[101](index=101&type=chunk) - The company is principally engaged in the design, research and development, manufacture, marketing, and distribution of children's products[102](index=102&type=chunk) [2.1 Basis of Preparation](index=39&type=section&id=2.1%20Basis%20of%20Preparation) This interim condensed consolidated financial information is prepared in accordance with International Accounting Standard 34, presented in HKD, and should be read in conjunction with the Group's annual consolidated financial statements for the year ended December 31, 2024 - The interim condensed consolidated financial information is prepared in accordance with International Accounting Standard 34 and presented in HKD[103](index=103&type=chunk) - The financial information should be read in conjunction with the Group's annual consolidated financial statements for the year ended December 31, 2024[103](index=103&type=chunk) [2.2 Changes in Accounting Policies and Disclosures](index=39&type=section&id=2.2%20Changes%20in%20Accounting%20Policies%20and%20Disclosures) The accounting policies adopted in preparing this interim financial information are consistent with those in the 2024 annual consolidated financial statements, with the exception of the first-time adoption of the amended International Accounting Standard 21 "Lack of Exchangeability." As all currencies in which the Group transacts are exchangeable, this amendment had no impact on the interim condensed consolidated financial information - The amended International Accounting Standard 21 "Lack of Exchangeability" was adopted for the first time[104](index=104&type=chunk)[105](index=105&type=chunk) - As all currencies in which the Group transacts are exchangeable, this amendment had no impact on the interim condensed consolidated financial information[105](index=105&type=chunk) [3. Operating Segment Information](index=40&type=section&id=3.%20Operating%20Segment%20Information) The Group is organized into three reportable operating segments based on products and services: wheeled goods, car seats, and other categories. Geographic segments have been updated to EMEA & India, Americas, and Asia Pacific. During the reporting period, the car seats segment generated the highest revenue, with significant revenue growth in the EMEA & India market. The company also recorded high sales revenue from two major third-party customers - The Group has three reportable operating segments: wheeled goods, car seats, and other categories[106](index=106&type=chunk)[108](index=108&type=chunk) - Geographic segments have been updated to Europe, Middle East, India, and Africa ("EMEA & India"), "Americas," and Asia Pacific ("APAC") segments[106](index=106&type=chunk) Revenue and Results by Segment | Segment | H1 2025 Revenue (thousand HKD) | H1 2025 Segment Results (thousand HKD) | H1 2024 Revenue (thousand HKD) | H1 2024 Segment Results (thousand HKD) | | :--- | :--- | :--- | :--- | :--- | | Wheeled Goods | 1,791,331 | 900,892 | 1,694,830 | 913,376 | | Car Seats | 1,985,259 | 1,042,200 | 1,884,065 | 1,059,299 | | Other Categories | 524,346 | 191,754 | 608,744 | 228,873 | | Total | 4,300,936 | 2,134,846 | 4,187,639 | 2,201,548 | Revenue from External Customers by Geographic Region | Region | H1 2025 (thousand HKD) | H1 2024 (thousand HKD) | | :--- | :--- | :--- | | EMEA & India Market | 2,004,177 | 1,835,035 | | Americas Market | 1,394,679 | 1,393,940 | | APAC Market | 902,080 | 958,664 | | Total | 4,300,936 | 4,187,639 | - Sales revenue from two major third-party customers amounted to **HKD 550.9 million** and **HKD 423.4 million**, respectively[112](index=112&type=chunk) [4. Revenue, Other Income and Gains](index=43&type=section&id=4.%20Revenue%2C%20Other%20Income%20and%20Gains) The Group's revenue primarily stems from goods sales and testing services. During the reporting period, goods sales amounted to **HKD 4,289.5 million**, and testing service revenue was **HKD 11.5 million**. Other income and gains significantly increased to **HKD 77.8 million**, mainly driven by higher exchange gains, government subsidies, and gains from disposal of scrap materials Revenue Analysis | Revenue Source | H1 2025 (thousand HKD) | H1 2024 (thousand HKD) | | :--- | :--- | :--- | | Sales of Goods | 4,289,475 | 4,173,838 | | Provision of Testing Services | 11,461 | 13,801 | | Total | 4,300,936 | 4,187,639 | Other Income and Gains | Item | H1 2025 (thousand HKD) | H1 2024 (thousand HKD) | | :--- | :--- | :--- | | Government Subsidies | 8,579 | 3,536 | | Gain on Disposal of Scrap Materials | 3,023 | 2,355 | | Gain on Financial Products | 66 | 945 | | Net Exchange Gain | 62,825 | 679 | | Compensation Income | 1,015 | 507 | | Others | 2,302 | 1,942 | | Total | 77,810 | 10,718 | - Net exchange gain significantly increased from **HKD 679 thousand** in H1 2024 to **HKD 62,825 thousand** in H1 2025[115](index=115&type=chunk) [5. Finance Income](index=46&type=section&id=5.%20Finance%20Income) The Group's finance income for the six months ended June 30, 2025, primarily consisted of interest income from bank deposits, totaling **HKD 8.0 million**, a decrease from **HKD 18.6 million** in the prior year Finance Income | Item | H1 2025 (thousand HKD) | H1 2024 (thousand HKD) | | :--- | :--- | :--- | | Interest Income from Bank Deposits | 8,046 | 18,586 | [6. Finance Costs](index=46&type=section&id=6.%20Finance%20Costs) The Group's finance costs for the six months ended June 30, 2025, were **HKD 56.7 million**, a significant decrease from **HKD 87.7 million** in the prior year. This reduction was primarily attributable to lower interest on bank loans, overdrafts, and other borrowings Finance Costs | Item | H1 2025 (thousand HKD) | H1 2024 (thousand HKD) | | :--- | :--- | :--- | | Interest on Bank Loans, Overdrafts and Other Borrowings | 51,968 | 83,548 | | Interest on Lease Liabilities | 4,733 | 4,135 | | Total | 56,701 | 87,683 | [7. Profit Before Tax](index=46&type=section&id=7.%20Profit%20Before%20Tax) The Group's profit before tax was **HKD 153.6 million**, a decrease from the prior year. This note details various expenses and income affecting profit before tax, including cost of sales, depreciation and amortization, R&D costs, employee benefit expenses, and exchange gains Profit Before Tax Adjustments | Item | H1 2025 (thousand HKD) | H1 2024 (thousand HKD) | | :--- | :--- | :--- | | Cost of Inventories Sold | 2,158,450 | 1,977,143 | | Depreciation of Property, Plant and Equipment | 130,325 | 124,880 | | Depreciation of Right-of-Use Assets | 56,632 | 53,585 | | Amortisation of Intangible Assets | 39,953 | 37,001 | | Research and Development Costs | 219,705 | 201,990 | | Total Employee Benefit Expenses | 950,462 | 968,403 | | Net Exchange Gain | (62,825) | (679) | | Impairment Provision for Receivables | 896 | 7,847 | | Provision for Inventories | 1,783 | 14,836 | - Research and development costs increased from **HKD 201.99 million** to **HKD 219.71 million**, indicating the company's continued investment in product innovation[121](index=121&type=chunk) - Provision for inventories significantly decreased from **HKD 14.84 million** to **HKD 1.78 million**[121](index=121&type=chunk) [8. Income Tax](index=47&type=section&id=8.%20Income%20Tax) The Group's income tax expense was **HKD 48.1 million**, a significant increase from the prior year. Tax rates vary due to profit contributions from different legal entities and regional tax laws, including Hong Kong, the US, Japan, Germany, the Czech Republic, Canada, the UAE, and mainland China. Two Chinese subsidiaries enjoy preferential tax rates as high-tech enterprises Income Tax Expense | Item | H1 2025 (thousand HKD) | H1 2024 (thousand HKD) | | :--- | :--- | :--- | | Current Income Tax | 75,805 | 71,200 | | Deferred Income Tax | (27,723) | (40,606) | | Income Tax Expense | 48,082 | 30,594 | - The change in income tax expense is primarily due to varying effective tax rates from profit contributions of different legal entities[34](index=34&type=chunk) - Two of the Group's subsidiaries in China (Goodbaby Child Products Co., Ltd. and E-Tech Testing & Certification Co., Ltd.) are recognized as "High-Tech Enterprises" and enjoy a preferential tax rate of **15%** from 2023 to 2025[128](index=128&type=chunk) [9. Dividends](index=48&type=section&id=9.%20Dividends) The company declared and paid a 2024 final dividend of **HKD 0.07** per share, totaling **HKD 116.8 million**, on May 27, 2025. The Board has resolved not to declare any interim dividend for the six months ended June 30, 2025 - The company declared and paid a 2024 final dividend of **HKD 0.07** per share, totaling **HKD 116,776 thousand**[130](index=130&type=chunk) - The Board has resolved not to declare any interim dividend for the six months ended June 30, 2025[131](index=131&type=chunk) [10. Earnings Per Share](index=48&type=section&id=10.%20Earnings%20Per%20Share) For the six months ended June 30, 2025, basic earnings per share were **HKD 0.06**, and diluted earnings per share were also **HKD 0.06**. Earnings per share are calculated based on profit attributable to ordinary equity holders of the parent and the weighted average number of ordinary shares outstanding Earnings Per Share Calculation | Indicator | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Profit Attributable to Ordinary Equity Holders of the Parent (thousand HKD) | 105,388 | 185,447 | | Basic Earnings Per Share (HKD) | 0.06 | 0.11 | | Diluted Earnings Per Share (HKD) | 0.06 | 0.11 | | Weighted Average Number of Ordinary Shares for Basic EPS | 1,668,235,666 | 1,668,031,166 | | Dilutive Effect - Share Options | 53,698,475 | – | | Weighted Average Number of Ordinary Shares for Diluted EPS | 1,721,934,141 | 1,668,031,166 | [11. Property, Plant and Equipment](index=49&type=section&id=11.%20Property%2C%20Plant%20and%20Equipment) As of June 30, 2025, the net book value of property, plant, and equipment was **HKD 836.2 million**, a slight increase from **HKD 819.2 million** at the end of 2024. Additions during the period amounted to **HKD 106.5 million**, depreciation provision was **HKD 130.3 million**, and the value was also affected by exchange adjustments Net Book Value of Property, Plant and Equipment | Item | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Buildings and Land | 130,682 | 135,276 | | Plant and Machinery | 437,367 | 437,626 | | Motor Vehicles | 3,625 | 3,017 | | Furniture and Fixtures | 105,683 | 91,188 | | Leasehold Improvements | 80,591 | 85,604 | | Construction in Progress | 78,228 | 66,468 | | Total | 836,176 | 819,179 | - Additions to property, plant, and equipment items during the period amounted to **HKD 106.5 million**, with depreciation provision of **HKD 130.3 million**[134](index=134&type=chunk) [12. Leases](index=51&type=section&id=12.%20Leases) The Group's lease contracts cover plant and machinery, motor vehicles, and other equipment, with lease terms ranging from 1 to 50 years. As of June 30, 2025, the carrying amount of right-of-use assets was **HKD 311.0 million**, and total lease liabilities amounted to **HKD 261.5 million** Carrying Amount of Right-of-Use Assets | Item | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Leased Land | 31,922 | 32,095 | | Buildings | 248,636 | 218,868 | | Plant and Machinery | 5,815 | 8,850 | | Motor Vehicles | 23,132 | 21,048 | | Furniture and Fixtures | 1,499 | 625 | | Total | 311,004 | 281,486 | Lease Liabilities | Item | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Current | 107,363 | 95,981 | | Non-Current | 154,102 | 164,468 | | Carrying Amount at Period/Year-End | 261,465 | 260,449 | [13. Goodwill](index=53&type=section&id=13.%20Goodwill) As of June 30, 2025, the Group's net book value of goodwill was **HKD 2,617.4 million**, an increase from **HKD 2,532.8 million** at the end of 2024, primarily influenced by exchange adjustments Net Book Value of Goodwill | Item | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Cost and Net Book Value | 2,617,439 | 2,532,832 | - The increase in goodwill was primarily attributable to exchange adjustments of **HKD 84.6 million**[139](index=139&type=chunk) [14. Other Intangible Assets](index=53&type=section&id=14.%20Other%20Intangible%20Assets) As of June 30, 2025, the net book value of other intangible assets was **HKD 2,073.9 million**, an increase from **HKD 2,000.5 million** at the end of 2024. These primarily include trademarks, computer software, customer relationships, and patents, with additions of **HKD 9.96 million** and amortization provision of **HKD 39.95 million** during the period Net Book Value of Other Intangible Assets | Item | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Trademarks | 1,659,885 | 1,580,640 | | Computer Software | 139,768 | 142,397 | | Customer Relationships | 235,691 | 238,620 | | Patents | 38,577 | 38,812 | | Total | 2,073,921 | 2,000,469 | - Additions to other intangible assets during the period amounted to **HKD 9.96 million**, with amortization provision of **HKD 39.95 million**[140](index=140&type=chunk) - Exchange adjustments had a positive impact of **HKD 103.45 million** on other intangible assets[140](index=140&type=chunk) [15. Inventories](index=54&type=section&id=15.%20Inventories) As of June 30, 2025, the Group's total inventories amounted to **HKD 1,623.3 million**, a decrease from **HKD 1,712.4 million** at the end of 2024. The reduction was primarily observed in finished goods and work-in-progress Composition of Inventories | Item | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Raw Materials | 262,463 | 221,952 | | Work-in-Progress | 14,839 | 19,437 | | Finished Goods | 1,346,035 | 1,471,048 | | Total | 1,623,337 | 1,712,437 | [16. Trade and Bills Receivables](index=55&type=section&id=16.%20Trade%20and%20Bills%20Receivables) As of June 30, 2025, total trade and bills receivables amounted to **HKD 1,085.4 million**, largely consistent with the end of 2024. The maximum credit period is three months, and the company has a credit control department to closely monitor receivables. Most receivables are due within three months Trade and Bills Receivables | Item | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Trade Receivables | 1,119,739 | 1,115,910 | | Impairment for Trade Receivables | (34,313) | (31,458) | | Total | 1,085,426 | 1,084,452 | Aging Analysis of Trade and Bills Receivables | Aging | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Within 3 Months | 1,033,208 | 1,051,390 | | 3 to 6 Months | 32,951 | 23,987 | | 6 Months to 1 Year | 17,145 | 6,225 | | Over 1 Year | 2,122 | 2,850 | | Total | 1,085,426 | 1,084,452 | [17. Trade and Bills Payables](index=56&type=section&id=17.%20Trade%20and%20Bills%20Payables) As of June 30, 2025, total trade and bills payables amounted to **HKD 1,280.3 million**, a decrease from **HKD 1,457.6 million** at the end of 2024. Most payables are due within three months and are interest-free Aging Analysis of Trade and Bills Payables | Aging | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Within 3 Months | 986,648 | 1,156,016 | | 3 to 12 Months | 285,245 | 291,761 | | 1 to 2 Years | 894 | 3,658 | | 2 to 3 Years | 2,876 | 1,568 | | Over 3 Years | 4,647 | 4,625 | | Total | 1,280,310 | 1,457,628 | - Trade and bills payables are interest-free and generally settled on terms of **60 to 90 days**[145](index=145&type=chunk) [18. Interest-Bearing Bank Loans and Other Borrowings](index=56&type=section&id=18.%20Interest-Bearing%20Bank%20Loans%20and%20Other%20Borrowings) As of June 30, 2025, total interest-bearing bank loans and other borrowings amounted to **HKD 1,460.6 million**, with short-term borrowings of **HKD 523.4 million**. Borrowings are primarily denominated in USD and EUR, with most bearing floating interest rates. Effective interest rates ranged from **1.06%** to **5.99%** Interest-Bearing Bank Loans and Other Borrowings | Item | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Current | 523,402 | 475,886 | | Non-Current | 937,194 | 979,171 | | Total | 1,460,596 | 1,455,057 | Carrying Amount of Borrowings by Currency | Currency | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | RMB | 219,154 | 85,101 | | USD | 1,047,632 | 1,036,057 | | EUR | 185,640 | 326,441 | | JPY | 8,170 | 7,458 | | Total | 1,460,596 | 1,455,057 | Carrying Amount of Borrowings by Interest Rate Type | Interest Rate Type | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Fixed Rate | 186,281 | 178,896 | | Floating Rate | 1,274,315 | 1,276,161 | | Total | 1,460,596 | 1,455,057 | - The effective interest rates for bank loans and other borrowings ranged from **1.06%** to **5.99%** (2024: **1.20%** to **7.56%**)[148](index=148&type=chunk) [19. Derivative Financial Instruments](index=57&type=section&id=19.%20Derivative%20Financial%20Instruments) As of June 30, 2025, the Group held derivative financial instrument assets of **HKD 22.3 million** and liabilities of **HKD 80.6 million**, primarily consisting of forward currency contracts and foreign currency swaps used to mitigate foreign currency risk Derivative Financial Instruments | Item | June 30, 2025 Assets (thousand HKD) | June 30, 2025 Liabilities (thousand HKD) | December 31, 2024 Assets (thousand HKD) | December 31, 2024 Liabilities (thousand HKD) | | :--- | :--- | :--- | :--- | :--- | | Forward Currency Contracts | 22,222 | 80,595 | 20,430 | 10,711 | | Foreign Currency Swaps | 39 | 16 | – | 1,352 | | Total | 22,261 | 80,611 | 20,430 | 12,063 | [20. Share Capital](index=58&type=section&id=20.%20Share%20Capital) As of June 30, 2025, the company's issued and fully paid share capital was **HKD 16.7 million**, comprising **1,668,235,666** ordinary shares, a slight increase from the end of 2024 Share Capital | Item | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Issued and Fully Paid Ordinary Shares | 16,682 | 16,680 | - As of June 30, 2025, the total number of ordinary shares issued was **1,668,235,666** shares[150](index=150&type=chunk) [21. Share Option Schemes](index=58&type=section&id=21.%20Share%20Option%20Schemes) The company terminated its 2010 and 2020 share option schemes and adopted a new 2025 share option scheme on May 27, 2025, to provide greater flexibility. As of June 30, 2025, **175,668,000** share options remained outstanding under the 2010 and 2020 schemes. Share option expenses of **HKD 5.0 million** were recognized during the period - The company terminated its 2010 and 2020 share option schemes and adopted a new 2025 share option scheme on May 27, 2025[151](index=151&type=chunk) - As of June 30, 2025, **51,950,000** share options remained outstanding under the 2010 share option scheme, and **123,718,000** share options remained outstanding under the 2020 share option scheme[156](index=156&type=chunk)[159](index=159&type=chunk)[162](index=162&type=chunk) - No share options were granted from the adoption of the 2025 share option scheme up to the end of the reporting period[161](index=161&type=chunk) - The Group recognized total share option expenses of **HKD 5.0 million** for the six months ended June 30, 2025 (H1 2024: **HKD 0.17 million**)[162](index=162&type=chunk) [22. Financial Assets at Fair Value Through Profit or Loss](index=65&type=section&id=22.%20Financial%20Assets%20at%20Fair%20Value%20Through%20Profit%20or%20Loss) As of June 30, 2025, the Group's financial assets at fair value through profit or loss amounted to **HKD 43.8 million**, primarily comprising financial products, with no such assets at the end of 2024 Financial Assets at Fair Value Through Profit or Loss | Item | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Financial Products | 43,831 | – | [23. Cash and Cash Equivalents](index=65&type=section&id=23.%20Cash%20and%20Cash%20Equivalents) As of June 30, 2025, the Group's cash and cash equivalents amounted to **HKD 998.5 million**, a decrease from **HKD 1,099.4 million** at the end of 2024. Of this, cash and bank balances denominated in RMB were **HKD 440.8 million** Cash and Cash Equivalents | Item | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Cash and Bank Balances | 1,023,236 | 1,126,042 | | Less: Pledged Deposits | (24,764) | (26,684) | | Cash and Cash Equivalents | 998,472 | 1,099,358 | - The Group's cash and bank balances denominated in RMB amounted to **HKD 440.8 million**[164](index=164&type=chunk) [24. Financial Instruments by Category](index=66&type=section&id=24.%20Financial%20Instruments%20by%20Category) As of June 30, 2025, the Group's total financial assets amounted to **HKD 2,561.0 million**, with financial assets measured at amortized cost being **HKD 2,495.0 million**. Total financial liabilities were **HKD 3,333.4 million**, with financial liabilities measured at amortized cost being **HKD 3,252.8 million** Financial Assets by Category | Category | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Financial Assets at Fair Value Through Profit or Loss | 66,092 | 20,430 | | Financial Assets Measured at Amortized Cost | 2,494,952 | 2,613,491 | | Total | 2,561,044 | 2,633,921 | Financial Liabilities by Category | Category | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Financial Liabilities at Fair Value Through Profit or Loss | 80,611 | 12,063 | | Financial Liabilities Measured at Amortized Cost | 3,252,810 | 3,411,643 | | Total | 3,333,421 | 3,423,706 | [25. Fair Value and Fair Value Hierarchy of Financial Instruments](index=68&type=section&id=25.%20Fair%20Value%20and%20Fair%20Value%20Hierarchy%20of%20Financial%20Instruments) The carrying amounts of the Group's financial instruments approximate their fair values. Fair value measurements for derivative financial instruments and financial assets at fair value through profit or loss (financial products) primarily use Level 2 inputs, which are quoted inputs from active markets. There were no significant transfers between fair value hierarchy levels during the period Fair Value of Financial Assets | Item | June 30, 2025 Carrying Amount (thousand HKD) | June 30, 2025 Fair Value (thousand HKD) | December 31, 2024 Carrying Amount (thousand HKD) | December 31, 2024 Fair Value (thousand HKD) | | :--- | :--- | :--- | :--- | :--- | | Derivative Financial Instruments | 22,261 | 22,261 | 20,430 | 20,430 | | Financial Assets at FVTPL – Financial Products | 43,831 | 43,831 | – | – | | Total | 66,092 | 66,092 | 20,430 | 20,430 | Fair Value of Financial Liabilities | Item | June 30, 2025 Carrying Amount (thousand HKD) | June 30, 2025 Fair Value (thousand HKD) | December 31, 2024 Carrying Amount (thousand HKD) | December 31, 2024 Fair Value (thousand HKD) | | :--- | :--- | :--- | :--- | :--- | | Derivative Financial Instruments | 80,611 | 80,611 | 12,063 | 12,063 | | Total | 80,611 | 80,611 | 12,063 | 12,063 | - The fair value of the Group's investments in unlisted financial products is assessed using discounted cash flow valuation models[169](index=169&type=chunk) - Derivative financial instruments (forward currency contracts) are valued using techniques similar to forward pricing and swap models, incorporating market observable inputs[169](index=169&type=chunk) - During the period, there were no transfers between Level 1 and Level 2 fair value measurements for financial assets and liabilities, and no transfers into or out of Level 3[173](index=173&type=chunk) [26. Contingent Liabilities](index=71&type=section&id=26.%20Contingent%20Liabilities) The Group may be involved in legal proceedings and litigation in the ordinary course of business. Despite the uncertainty of outcomes, the Group believes, based on information available, that the reasonably possible amount and range of losses will not have a material adverse effect on its business, financial position, operating results, or cash flows - The Group may be involved in legal proceedings and litigation in the ordinary course of business[174](index=174&type=chunk) - The Group believes that the outcome of these matters will not have a material adverse effect on its business, financial position, operating results, or cash flows[174](index=174&type=chunk) [27. Commitments](index=71&type=section&id=27.%20Commitments) As of June 30, 2025, the Group's total capital commitments contracted but not provided for amounted to **HKD 12.0 million**, primarily for property, plant, and equipment and other intangible assets Capital Commitments | Item | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Property, Plant and Equipment | 11,704 | 10,750 | | Other Intangible Assets | 322 | 2,513 | | Total | 12,026 | 13,263 | [28. Related Party Transactions and Balances](index=71&type=section&id=28.%20Related%20Party%20Transactions%20and%20Balances) The Group engages in transactions with multiple related parties, including sales and purchases of goods, and service fees received. As of June 30, 2025, amounts due from related parties were **HKD 0.46 million**, and lease liabilities due to related parties were **HKD 39.1 million**. Total key management personnel emoluments amounted to **HKD 23.7 million** Related Party Transactions | Transaction Type | Related Party | H1 2025 (thousand HKD) | H1 2024 (thousand HKD) | | :--- | :--- | :--- | :--- | | Sales of Goods to Related Parties | CAGB and its subsidiaries | 1,152 | 1,411 | | | GCQT | – | 3 | | Purchases of Goods from Related Parties | CAGB and its subsidiaries | 3 | 1,067 | | | GCQT | – | 154 | | Service Fees Received from Related Parties | GCQT | – | 857 | Outstanding Balances with Related Parties | Item | Related Party | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Amounts Due from Related Parties | CAGB and its subsidiaries | 459 | 545 | | Lease Liabilities Due to Related Parties | GGPX | 39,094 | 46,188 | | Amounts Due to Related Parties | GBMS | 1,761 | 1,909 | Key Management Personnel Emoluments | Item | H1 2025 (thousand HKD) | H1 2024 (thousand HKD) | | :--- | :--- | :--- | | Short-Term Employee Benefits | 20,841 | 22,365 | | Equity-Settled Share Option Expenses | 2,502 | 547 | | Post-Employment Benefits | 355 | 425 | | Total | 23,698 | 23,337 | [29. Events After the Reporting Period](index=73&type=section&id=29.%20Events%20After%20the%20Reporting%20Period) No significant events requiring additional disclosure or adjustment occurred after the end of this reporting period and up to the date of this report - No significant events occurred after the end of the reporting period[181](index=181&type=chunk) [30. Approval of Financial Statements](index=73&type=section&id=30.%20Approval%20of%20Financial%20Statements) This interim condensed consolidated financial information was approved and authorized for issue by the Board of Directors on August 25, 2025 - The financial statements were approved and authorized for issue by the Board of Directors on August 25, 2025[182](index=182&type=chunk)

Financial Performance - Revenue for the six months ended June 30, 2025, was HK$263,526,000, a decrease of 15.9% compared to HK$313,354,000 for the same period in 2024[4]. - Profit before tax dropped to HK$15,604,000, down 60.3% from HK$39,259,000 year-on-year[4]. - Profit attributable to owners of the parent decreased by 56.7% to HK$14,198,000 from HK$32,803,000[4]. - Basic and diluted earnings per share fell to HK5.9 cents, a decline of 56.9% from HK13.7 cents[4]. - The gross profit margin for the same period was approximately 23.1%, a decrease of approximately 6.5% from 24.7% in the previous year, primarily due to rising raw material and production costs[31]. - EBITDA for the six months ended June 30, 2025 was approximately HK$24.0 million, down from approximately HK$45.5 million for the same period last year[32]. - Profit for the period was HK$12,908,000, representing a 60.7% decrease compared to HK$32,803,000 for the same period in 2024[107]. - Total comprehensive income for the period was HK$22,164,000, down from HK$29,092,000 in the prior year[108]. Assets and Liabilities - Total assets increased by 11.6% to HK$1,254,654,000 as of June 30, 2025, compared to HK$1,123,769,000 at the end of 2024[5]. - Total liabilities rose by 32.0% to HK$499,544,000 from HK$378,540,000[5]. - Net debts (excluding cash and cash equivalents) improved by 16.2% to (HK$417,316,000) from (HK$497,932,000)[4]. - Shareholders' equity increased by 1.2% to HK$753,957,000 from HK$745,229,000[4]. - Total non-current assets increased to HK$434,866,000 as of June 30, 2025, up from HK$328,844,000 at December 31, 2024, representing a growth of 32.2%[109]. - Current assets rose to HK$819,788,000, compared to HK$794,925,000 at the end of 2024, reflecting an increase of 3.1%[109]. - Total current liabilities increased to HK$260,379,000, up from HK$208,283,000, marking a rise of 25%[109]. - Non-current liabilities surged to HK$239,165,000, compared to HK$170,257,000, indicating an increase of 40.5%[110]. Operational Highlights - The company is focused on producing quality PCBs that meet industrial standards and customer requirements[13]. - The Group focuses on manufacturing high-quality PCBs, primarily for applications in automobiles, communication equipment, medical devices, industrial automation, and consumer electronics[15][17]. - The revenue generated from the automotive electronics sector has increased significantly due to the growing business opportunities in recent years[15][17]. - The Group has established long-term relationships with major OEM customers, some of whom have been partners for over a decade, enhancing the Group's ability to respond to customer demand trends[16][18]. - The Group has obtained multiple quality certifications, including ISO9001, ISO14001, IATF16949, and AS9100, ensuring adherence to international quality standards[19][23]. Strategic Initiatives - The Group plans to establish a new production base outside Pingshan, Shenzhen, to maintain competitiveness amid rising labor costs and to support long-term development in China[25][27]. - The Group completed the acquisition of a controlling stake in Denshi Maruwa in Malaysia, enhancing its supply chain resilience and operational continuity amid global uncertainties[26]. - The strategic location of Malaysia in Southeast Asia is expected to provide logistical advantages, reducing lead times and transportation costs for customers in the ASEAN region[26]. - The Group's strategic initiatives include accelerating automation and optimizing costs to pave the way for future intelligent manufacturing development[22][24]. - The Group aims to diversify its manufacturing base while complementing existing operations in the PRC, positioning itself favorably in the global PCB market for long-term growth[26]. Employee and Operational Costs - Employee benefit expenses for the six months ended June 30, 2025, were approximately HK$49.3 million, compared to approximately HK$44.7 million for the same period in 2024[70]. - The Group had 870 employees as of June 30, 2025, an increase from 746 employees as of December 31, 2024[70]. - Total operating expenses increased by approximately 9.3% to approximately HK$54.3 million, primarily due to higher general and administrative expenses[32]. - General and administrative expenses rose by approximately HK$4.4 million, or 11.0%, to approximately HK$44.4 million, driven by increases in legal fees, R&D costs, and staff salaries[40]. Cash Flow and Investments - Cash flows from operating activities decreased to HK$21,778,000 from HK$41,826,000 in the previous year, indicating a decline of approximately 48%[114]. - The company incurred net cash flows used in investing activities of HK$107,098,000, significantly higher than HK$12,012,000 in the prior period[114]. - New bank borrowings increased to HK$130,589,000 compared to HK$27,519,000 in the previous year, reflecting a substantial rise of approximately 373%[114]. - The Group's investment property was valued at approximately HK$3.7 million as of June 30, 2025[92]. - The Group completed a property acquisition in Selangor, Malaysia, for a total consideration of approximately HK$76,562,500 on August 1, 2025[93]. Dividends and Shareholder Returns - No dividends were declared for the period[4]. - The final dividend declared for 2024 is HK$0.06 per ordinary share, compared to HK$0.10 per share for the final 2023 dividend, resulting in a total of HK$14,400,000 distributed[153]. - No interim dividend was recommended for the six months ended June 30, 2025, consistent with the previous year[64].

Company Information [Board of Directors and Committees](index=3&type=section&id=Board%20of%20Directors%20and%20Committees) This section lists the company's executive, non-executive, and independent non-executive directors, along with the composition of the Audit, Remuneration, and Nomination Committees - The Board of Directors includes Executive Directors Dr. Tian Wenzhi (Chairman, CEO, and CSO), Mr. Li Song, Ms. Guan Mei, Mr. Zhang Ruliang; Non-Executive Directors Dr. Xu Cong, Ms. Fu Dawei; and Independent Non-Executive Directors Dr. Zhu Zhenping, Dr. Kendall Arthur Smith, Mr. Yang Zhida[3](index=3&type=chunk) - Mr. Yang Zhida chairs the Audit Committee, Dr. Zhu Zhenping chairs the Remuneration Committee, and Dr. Tian Wenzhi chairs the Nomination Committee[3](index=3&type=chunk) [Supervisory Board and Company Secretary](index=3&type=section&id=Supervisory%20Board%20and%20Company%20Secretary) This section provides the list of Supervisory Board members, including Chairperson Ms. Tian Miao, and information on Joint Company Secretaries and Authorized Representatives - The Supervisory Board is chaired by Ms. Tian Miao, with members including Mr. Zhao Zimeng and Ms. Zhang Wei[3](index=3&type=chunk) - The Joint Company Secretaries are Ms. Guan Mei and Mr. Li Jianwei, and the Authorized Representatives are Dr. Tian Wenzhi and Mr. Li Jianwei[3](index=3&type=chunk) [Contact and Listing Information](index=3&type=section&id=Contact%20and%20Listing%20Information) This section lists the company's principal bankers, registered office, headquarters, Hong Kong principal place of business, auditor, stock code, website, and listing date - The company's principal bankers include Industrial and Commercial Bank of China and China Merchants Bank[4](index=4&type=chunk) - The company's registered office, headquarters, and principal place of business in China are located in Pudong New Area, Shanghai, China; its principal place of business in Hong Kong is in Causeway Bay, Hong Kong[4](index=4&type=chunk)[6](index=6&type=chunk) - The auditor is Deloitte Touche Tohmatsu, the stock code is 1541, and the listing date was September 5, 2023[6](index=6&type=chunk) Business Highlights [Oncology Product Progress](index=5&type=section&id=Oncology%20Product%20Progress) Significant progress in oncology pipeline, with core product IMM01 showing encouraging efficacy and good tolerability in Phase II trials for MDS, CMML, and cHL, and approved for Phase III - IMM01 achieved positive results in Phase II clinical trials for MDS, CMML, and cHL, and has been approved for Phase III clinical trials[9](index=9&type=chunk) - IMM2510 monotherapy for advanced squamous NSCLC achieved an ORR of **35.3%** and a median PFS of **9.4 months**[14](index=14&type=chunk) - IMM0306 combined with lenalidomide for R/R FL and MZL achieved ORR and CRR of **88.2%** and **52.9%** respectively[14](index=14&type=chunk) [Core Product Progress - IMM01](index=5&type=section&id=Core%20Product%20Progress%20-%20IMM01) IMM01 (Tidapaxicab) met primary endpoints in Phase II trials for higher-risk MDS and CMML, showing high ORR and CR rates with good tolerability, and is approved for Phase III trials - IMM01 combined with Azacitidine for higher-risk MDS in Phase II clinical trial showed an ORR of **64.7%** and a CR rate of **33.3%**[9](index=9&type=chunk) - IMM01 combined with Azacitidine for CMML in Phase II clinical trial achieved an ORR of **72.7%** and a CR rate of **27.3%**[9](index=9&type=chunk) - IMM01 combined with Tislelizumab for R/R cHL in Phase II clinical trial showed an ORR of **69.7%**, a CR rate of **24.2%**, a median DoR of **21.2 months**, and a median PFS of **14.7 months**[9](index=9&type=chunk) [Progress of Other Selected Products](index=6&type=section&id=Progress%20of%20Other%20Selected%20Products) IMM2510 monotherapy for advanced squamous NSCLC showed an ORR of 35.3% and median PFS of 9.4 months, while IMM0306 combined with lenalidomide for R/R FL and MZL in Phase IIa achieved ORR and CRR of 88.2% and 52.9% respectively - IMM2510 monotherapy for advanced squamous NSCLC achieved an ORR of **35.3%**, DCR of **76.5%**, and median PFS of **9.4 months**[14](index=14&type=chunk) - IMM2510 combined with chemotherapy for first-line NSCLC in Phase II study showed an ORR of **61.9%** in evaluable patients, with **80.0%** in squamous NSCLC patients[14](index=14&type=chunk) - IMM0306 combined with lenalidomide for R/R FL and MZL in Phase IIa clinical trial achieved an ORR of **88.2%** and a CRR of **52.9%**[14](index=14&type=chunk) [Non-Oncology Product Progress](index=7&type=section&id=Non-Oncology%20Product%20Progress) The company made progress in non-oncology areas, with IMM0306 showing good tolerability and efficacy in SLE Phase Ib trials and receiving IND approval for LN Phase II - IMM0306 for SLE in Phase Ib trial showed **85.7%** and **87.5%** of patients in 0.8 mg/kg and 1.2 mg/kg groups, respectively, achieved a ≥4-point reduction in SLEDAI-2000 score[18](index=18&type=chunk) - IMM0306 for NMOSD in Phase Ib trial completed patient enrollment for all three dose groups[18](index=18&type=chunk) - IMM0306 received IND approval for Lupus Nephritis (LN) Phase II trial[18](index=18&type=chunk) [Business Development](index=7&type=section&id=Business%20Development) The company received a total of $15 million in payments from Axion Bio, bringing the total payments under the license and collaboration agreement to $30 million - Received a second near-term payment of **$5 million** and a milestone payment of **$10 million** from Axion Bio, Inc[17](index=17&type=chunk) - Total payments received under the license and collaboration agreement with Axion Bio reached **$30 million**[17](index=17&type=chunk) Financial Highlights [Revenue and R&D Expenses Overview](index=8&type=section&id=Revenue%20and%20R%26D%20Expenses%20Overview) For the six months ended June 30, 2025, revenue significantly increased to RMB 38.0 million, primarily due to collaboration payments, while R&D expenses rose by 41.0% to RMB 168.0 million - Revenue: **RMB 38.0 million** for the six months ended June 30, 2025, an increase of **RMB 37.9 million** compared to RMB 0.1 million in the same period of 2024[20](index=20&type=chunk) - R&D expenses: **RMB 168.0 million** for the six months ended June 30, 2025, an increase of **41.0%** compared to RMB 119.1 million in the same period of 2024[20](index=20&type=chunk) - Increase in R&D expenses primarily attributed to an increase of **RMB 43.4 million** in preclinical and CMC expenses, **RMB 8.3 million** in clinical trial expenses, and **RMB 4.9 million** in salaries and related benefits[20](index=20&type=chunk) Management Discussion and Analysis [Overview](index=9&type=section&id=Overview) The company, established in 2015, is a research-driven biotechnology company focused on developing innovative immuno-oncology therapies, leveraging its R&D platform and "Drug-by-Design" philosophy - Company established in **2015**, focusing on developing innovative immuno-oncology therapies[21](index=21&type=chunk) - Possesses a pipeline of over **ten innovative drug candidates** and **12 ongoing clinical programs**[21](index=21&type=chunk) [Business Review](index=10&type=section&id=Business%20Review) Significant progress was made in developing core product IMM01 and other oncology and non-oncology pipeline products, with IMM01 advancing to Phase III after strong Phase II results - IMM01 achieved positive results in Phase II clinical trials for MDS, CMML, and cHL, and has been approved for Phase III clinical trials[24](index=24&type=chunk)[27](index=27&type=chunk)[36](index=36&type=chunk) - IMM2510 monotherapy for advanced squamous NSCLC achieved an ORR of **35.3%** and a median PFS of **9.4 months**[43](index=43&type=chunk) - IMM0306 combined with lenalidomide for R/R FL and MZL in Phase IIa clinical trial achieved an ORR of **88.2%** and a CRR of **52.9%**[46](index=46&type=chunk) [Candidate Product - IMM01 (Tidapaxicab) (SIRPα-Fc Fusion Protein)](index=10&type=section&id=Candidate%20Product%20-%20IMM01%20(Tidapaxicab)%20(SIRP%CE%B1-Fc%20Fusion%20Protein)) IMM01, a core product, met primary endpoints in Phase II trials for higher-risk MDS and CMML, showing high ORR and CR rates, and is approved for Phase III trials - IMM01 combined with Azacitidine for higher-risk MDS in Phase II clinical trial showed an ORR of **64.7%** and a CR rate of **33.3%**, with ORR reaching **89.7%** and CR rate **58.6%** in patients treated for ≥6 months[24](index=24&type=chunk) - IMM01 combined with Tislelizumab for R/R cHL in Phase II clinical trial showed an ORR of **69.7%**, a CR rate of **24.2%**, a median DoR of **21.2 months**, a median PFS of **14.7 months**, and an 18-month OS rate of **91.6%**[36](index=36&type=chunk) - IND preparation for IMM01 in the treatment of atherosclerosis is underway[40](index=40&type=chunk) [Candidate Product - IMM2510 (Pervilafusp α) (VEGF×PD-L1)](index=15&type=section&id=Candidate%20Product%20-%20IMM2510%20(Pervilafusp%20%CE%B1)%20(VEGF%C3%97PD-L1)) IMM2510, a bispecific molecule targeting VEGF and PD-L1, showed an ORR of 35.3% and a median PFS of 9.4 months in advanced squamous NSCLC monotherapy - IMM2510 monotherapy for advanced squamous NSCLC achieved an ORR of **35.3%**, DCR of **76.5%**, and median PFS of **9.4 months**[43](index=43&type=chunk) - In the Phase II study of IMM2510 combined with chemotherapy for first-line NSCLC, the ORR for 21 evaluable efficacy patients was **61.9%**, with **80.0%** for squamous NSCLC patients[43](index=43&type=chunk) - The safety run-in phase for the TNBC cohort in the IMM2510-003 study started on June 10, 2025, with **2 confirmed PRs** and **1 SD** observed[43](index=43&type=chunk) [Candidate Product - IMM27M (Taizesubaimab) (CTLA-4 ADCC-Enhanced Monoclonal Antibody)](index=15&type=section&id=Candidate%20Product%20-%20IMM27M%20(Taizesubaimab)%20(CTLA-4%20ADCC-Enhanced%20Monoclonal%20Antibody)) IMM27M, a next-generation CTLA-4 antibody with enhanced ADCC activity, completed Phase I dose-escalation with good tolerability and two confirmed PRs - IMM27M is a next-generation CTLA-4 antibody with **enhanced ADCC activity**[43](index=43&type=chunk) - Phase I dose-escalation study completed patient enrollment, showing **safety and good tolerability**, no dose-limiting toxicities, and RP2D determined[46](index=46&type=chunk) - **Two confirmed PRs** were observed in the Phase I dose-escalation study[46](index=46&type=chunk) [Candidate Product - IMM0306 (Amurevup α) (CD47×CD20)](index=16&type=section&id=Candidate%20Product%20-%20IMM0306%20(Amurevup%20%CE%B1)%20(CD47%C3%97CD20)) IMM0306, the world's first clinical-stage CD47 and CD20 bispecific molecule, showed strong anti-tumor activity and good tolerability in R/R FL and MZL trials - IMM0306 is the **world's first clinical-stage CD47 and CD20 bispecific molecule**[46](index=46&type=chunk) - IMM0306 combined with lenalidomide for R/R FL and MZL in Phase Ib trial showed **good tolerability** and **strong preliminary anti-tumor activity**[46](index=46&type=chunk) - In the Phase IIa dose-expansion clinical trial, the ORR for 34 evaluable efficacy patients was **88.2%**, and the CRR was **52.9%**[46](index=46&type=chunk) [Candidate Product - IMM2520 (CD47×PD-L1)](index=18&type=section&id=Candidate%20Product%20-%20IMM2520%20(CD47%C3%97PD-L1)) IMM2520, a CD47 and PD-L1 bispecific molecule for solid tumors, has a unique structure that avoids red blood cell binding and activates macrophages, with its Phase I study ongoing - IMM2520 is a **CD47 and PD-L1 bispecific molecule** for treating solid tumors[55](index=55&type=chunk) - Its unique structure **avoids binding to red blood cells** and fully activates macrophages[55](index=55&type=chunk) - Phase I study started in **March 2023**, with **26 patients enrolled** as of July 2, 2025[55](index=55&type=chunk) [Candidate Products - Non-Oncology Therapeutic Areas](index=18&type=section&id=Candidate%20Products%20-%20Non-Oncology%20Therapeutic%20Areas) The company expanded R&D into non-oncology, with IMM0306 showing good tolerability and efficacy in SLE Phase Ib trials and receiving IND approval for LN Phase II - IMM0306 for SLE in Phase Ib trial showed **85.7%-87.5%** of patients achieved a ≥4-point reduction in SLEDAI-2000 score[55](index=55&type=chunk) - IMM0306 received IND approval for Lupus Nephritis (LN) Phase II trial[55](index=55&type=chunk) - IMM72/IMC-003 received IND approval in **June 2025** and initiated healthy volunteer recruitment in **August**[54](index=54&type=chunk) [Business Development](index=19&type=section&id=Business%20Development) The company received a total of $15 million in payments from Axion Bio, bringing the total payments under the license and collaboration agreement to $30 million - Received a second near-term payment of **$5 million** and a milestone payment of **$10 million** from Axion Bio[57](index=57&type=chunk) - Total payments received under the license and collaboration agreement with Axion Bio reached **$30 million**[57](index=57&type=chunk) [Future and Outlook](index=19&type=section&id=Future%20and%20Outlook) For the second half of 2025, the company plans to continue advancing candidate drug development, expanding clinical applications, and exploring overseas markets - Company plans to continue advancing candidate drug development and expanding clinical applications in the **second half of 2025**[58](index=58&type=chunk) - Plans to expand into **overseas markets** and leverage Chinese clinical data to accelerate global clinical progress[58](index=58&type=chunk) - Will continue to screen and evaluate other innate immune checkpoints to enrich its pipeline[58](index=58&type=chunk) [Financial Review](index=20&type=section&id=Financial%20Review) For the six months ended June 30, 2025, revenue significantly increased to RMB 38.0 million, R&D expenses rose by 41.0%, and loss for the period narrowed to RMB 152.7 million - Loss for the period: **RMB 152.7 million** for the six months ended June 30, 2025, a decrease from RMB 165.8 million in the same period of 2024[72](index=72&type=chunk) - Adjusted net loss: **RMB 144.4 million** for the six months ended June 30, 2025, compared to RMB 120.7 million in the same period of 2024[74](index=74&type=chunk) [Revenue](index=20&type=section&id=Revenue) For the six months ended June 30, 2025, the company's revenue was RMB 38.0 million, a significant increase from RMB 0.1 million in the same period of 2024, primarily due to collaboration payments Revenue Composition | Indicator | For the six months ended June 30, 2025 (RMB in thousands) | For the six months ended June 30, 2024 (RMB in thousands) | | :--- | :--- | :--- | | Revenue from collaboration development | 37,995 | — | | Sales of cell lines and other products | 32 | 49 | | Revenue from testing services | — | 28 | | **Total** | **38,027** | **77** | [Other Income](index=20&type=section&id=Other%20Income) For the six months ended June 30, 2025, other income increased to RMB 9.7 million, up from RMB 4.3 million in the same period of 2024, mainly due to an increase in government grants Other Income Composition | Indicator | For the six months ended June 30, 2025 (RMB in thousands) | For the six months ended June 30, 2024 (RMB in thousands) | | :--- | :--- | :--- | | Government grants | 5,987 | 642 | | Bank interest income | 3,706 | 3,635 | | **Total** | **9,693** | **4,277** | [Net Other Gains and Losses](index=20&type=section&id=Net%20Other%20Gains%20and%20Losses) For the six months ended June 30, 2025, net other gains and losses shifted from a loss of RMB 19.5 million in 2024 to a loss of RMB 2.7 million, primarily due to reduced impairment loss on property and equipment Net Other Gains and Losses | Indicator | For the six months ended June 30, 2025 (RMB in thousands) | For the six months ended June 30, 2024 (RMB in thousands) | | :--- | :--- | :--- | | Net exchange (losses) / gains | (2,354) | 1,378 | | (Losses) / gains from fair value changes of financial assets measured at fair value | (340) | 6,540 | | Impairment loss on property and equipment | — | (27,398) | | Others | (5) | (7) | | **Total** | **(2,699)** | **(19,487)** | [Research and Development Expenses](index=21&type=section&id=Research%20and%20Development%20Expenses) For the six months ended June 30, 2025, R&D expenses increased by 41.0% year-on-year to RMB 168.0 million, mainly due to increased preclinical, CMC, and clinical trial expenses R&D Expenses Composition | Indicator | For the six months ended June 30, 2025 (RMB in thousands) | For the six months ended June 30, 2024 (RMB in thousands) | | :--- | :--- | :--- | | Preclinical and CMC expenses | 60,858 | 17,495 | | Clinical trial expenses | 49,831 | 41,499 | | Salaries and related benefits | 38,135 | 33,272 | | Cost of materials and consumables | 7,563 | 7,810 | | Share-based payments | 2,450 | 9,182 | | Depreciation expenses | 6,051 | 6,877 | | Others | 3,156 | 3,003 | | **Total** | **168,044** | **119,138** | [Administrative Expenses](index=21&type=section&id=Administrative%20Expenses) For the six months ended June 30, 2025, administrative expenses decreased by 9.3% year-on-year to RMB 27.3 million, primarily due to a reduction in non-cash share-based payments - Administrative expenses: **RMB 27.3 million** for the six months ended June 30, 2025, a **9.3% decrease** from RMB 30.1 million in the same period of 2024[67](index=67&type=chunk) - Decrease primarily attributed to a reduction in non-cash share-based payments[67](index=67&type=chunk) [Finance Costs](index=22&type=section&id=Finance%20Costs) For the six months ended June 30, 2025, finance costs increased to RMB 2.4 million, up from RMB 1.4 million in the same period of 2024, mainly due to increased interest on borrowings - Finance costs: **RMB 2.4 million** for the six months ended June 30, 2025, an increase from RMB 1.4 million in the same period of 2024[70](index=70&type=chunk) - Increase primarily due to increased interest on borrowings[70](index=70&type=chunk) [Income Tax Expense](index=22&type=section&id=Income%20Tax%20Expense) For the six months ended June 30, 2024 and 2025, the company incurred no income tax expense as neither the company nor its subsidiaries had taxable profits - No income tax expense incurred for the six months ended June 30, 2024 and 2025[71](index=71&type=chunk) [Loss for the Period](index=22&type=section&id=Loss%20for%20the%20Period) For the six months ended June 30, 2025, the company's loss for the period was RMB 152.7 million, a decrease from RMB 165.8 million in the same period of 2024 - Loss for the period: **RMB 152.7 million** for the six months ended June 30, 2025, a decrease from RMB 165.8 million in the same period of 2024[72](index=72&type=chunk) [Non-IFRS Measures](index=22&type=section&id=Non-IFRS%20Measures) The company uses adjusted net loss as a non-IFRS measure to assess operating performance, which was RMB 144.4 million for the six months ended June 30, 2025 Reconciliation of Loss to Adjusted Loss | Indicator | For the six months ended June 30, 2025 (RMB in thousands) | For the six months ended June 30, 2024 (RMB in thousands) | | :--- | :--- | :--- | | Loss for the period | (152,725) | (165,760) | | Add: Share-based payment expenses | 8,302 | 17,701 | | Add: Impairment loss on property and equipment | — | 27,398 | | **Adjusted loss for the period** | **(144,423)** | **(120,661)** | [Material Acquisitions and Disposals](index=23&type=section&id=Material%20Acquisitions%20and%20Disposals) The company disposed of 100% equity in Shanghai Zhangtou Yaoxin Technology Development Co., Ltd. for a maximum consideration of RMB 98.19 million, with the equity transfer completed on February 21, 2025 - Company disposed of **100% equity** in Shanghai Zhangtou Yaoxin Technology Development Co., Ltd. for a maximum consideration of **RMB 98,188,983.55**[75](index=75&type=chunk) - Equity transfer completed on **February 21, 2025**, with the company receiving the first two installments totaling **RMB 66,178,983.55**[75](index=75&type=chunk) [Capital Structure, Liquidity, and Financial Resources](index=23&type=section&id=Capital%20Structure,%20Liquidity,%20and%20Financial%20Resources) As of June 30, 2025, cash and cash equivalents and financial assets measured at fair value totaled RMB 703.7 million, a decrease from December 31, 2024, primarily due to cash outflows from operations and R&D - Total cash and cash equivalents and financial assets measured at fair value: **RMB 703.7 million** as of June 30, 2025, compared to RMB 752.1 million as of December 31, 2024[77](index=77&type=chunk) - Net cash used in operating activities: **RMB 131.1 million** for the period ended June 30, 2025, an increase of RMB 8.1 million from the same period of 2024[77](index=77&type=chunk) - Company has unutilized bank loan facilities of approximately **RMB 90 million**[79](index=79&type=chunk) [Gearing Ratio](index=24&type=section&id=Gearing%20Ratio) As of June 30, 2025, the company's gearing ratio was 30.8%, an increase of 4.4% from December 31, 2024, primarily due to a decrease in total assets - Gearing ratio: **30.8%** as of June 30, 2025, an increase of **4.4%** from 26.4% as of December 31, 2024[80](index=80&type=chunk) - Increase primarily due to a decrease of **RMB 80.2 million** in assets classified as held for sale and **RMB 72.2 million** in cash and cash equivalents, respectively[80](index=80&type=chunk) [Indebtedness](index=24&type=section&id=Indebtedness) As of June 30, 2025, the company had unsecured bank borrowings of RMB 137.0 million, primarily denominated in RMB, with interest rates ranging from 2.8% to 3.6% - Unsecured bank borrowings: **RMB 137.0 million** as of June 30, 2025, an increase from RMB 115.4 million as of December 31, 2024[81](index=81&type=chunk) - All bank borrowings bear fixed interest rates ranging from **2.8% to 3.6%** per annum[81](index=81&type=chunk) - Lease liabilities: Decreased from **RMB 21.0 million** to **RMB 16.7 million**[82](index=82&type=chunk) [Capital Commitments](index=24&type=section&id=Capital%20Commitments) As of June 30, 2025, the company had contracted but unprovided capital commitments of RMB 0.4 million, primarily for the purchase of property and equipment - Contracted but unprovided capital commitments: **RMB 0.4 million** as of June 30, 2025[83](index=83&type=chunk) [Contingent Liabilities](index=24&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the company had no contingent liabilities - No contingent liabilities as of June 30, 2025[84](index=84&type=chunk) [Charges on Assets](index=24&type=section&id=Charges%20on%20Assets) As of June 30, 2025, the company had no charged assets - No charged assets as of June 30, 2025[85](index=85&type=chunk) [Foreign Exchange Risk](index=24&type=section&id=Foreign%20Exchange%20Risk) The company faces foreign exchange risk as some financial assets and liabilities are denominated in foreign currencies, with management monitoring the risk without a current hedging policy - Company faces foreign exchange risk due to some financial assets and liabilities denominated in foreign currencies[86](index=86&type=chunk) - Currently has no foreign currency hedging policy, but management monitors the risk[86](index=86&type=chunk) [Material Investments Held](index=24&type=section&id=Material%20Investments%20Held) As of June 30, 2025, the company held three redeemable structured note wealth management products with a total fair value of RMB 275.389 million, denominated in HKD, which recorded fair value losses due to HKD depreciation - As of June 30, 2025, company held three redeemable structured note wealth management products with fair values of **RMB 47.855 million**, **RMB 40.488 million**, and **RMB 187.046 million** respectively[87](index=87&type=chunk) - Wealth management products denominated in HKD recorded fair value change losses during the reporting period, primarily due to the depreciation of HKD against RMB[87](index=87&type=chunk) [Future Plans for Material Investments or Capital Assets](index=25&type=section&id=Future%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets) As of June 30, 2025, the company had no detailed future plans regarding material investments or capital assets - No detailed future plans regarding material investments or capital assets as of June 30, 2025[89](index=89&type=chunk) [Employees and Remuneration Policy](index=25&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the company had 195 employees, with total remuneration costs decreasing to RMB 58.6 million due to reduced non-cash share-based payments - Company had **195 employees** as of June 30, 2025[90](index=90&type=chunk) - Total remuneration costs: **RMB 58.6 million** for the six months ended June 30, 2025, a decrease from RMB 60.8 million in the same period of 2024[90](index=90&type=chunk) - Decrease in total remuneration primarily due to a reduction in non-cash share-based payments[90](index=90&type=chunk) Corporate Governance and Other Information [Disclosure of Interests](index=26&type=section&id=Disclosure%20of%20Interests) This section discloses the interests and short positions of directors, supervisors, chief executives, and substantial shareholders in the company's shares and its associated corporations as of June 30, 2025 - Dr. Tian (Chairman, CEO, CSO, and Executive Director) directly and indirectly held approximately **38.49%** of the company's total share capital[92](index=92&type=chunk)[93](index=93&type=chunk)[94](index=94&type=chunk)[96](index=96&type=chunk) - Mr. Yu Xiaoyong held approximately **8.95%** of the company's shares through controlled corporate interests[96](index=96&type=chunk)[101](index=101&type=chunk) - Zhangke Lingyi Shengfan beneficially owned approximately **4.88%** of the company's H shares[96](index=96&type=chunk) [Employee Shareholding Platforms](index=28&type=section&id=Employee%20Shareholding%20Platforms) The company established domestic and overseas employee shareholding platforms to incentivize employees, with 30,356,955 shares granted to 29 eligible grantees prior to listing - Company established domestic employee shareholding platforms (Jiaxing Changxian, Jiaxing Changyu) and an overseas employee shareholding platform (Halo Investment II)[100](index=100&type=chunk) - Prior to listing, a total of **30,356,955 shares** were granted to **29 eligible grantees**[107](index=107&type=chunk) - No new shares will be granted under the employee incentive plan after listing[107](index=107&type=chunk) [Use of Proceeds](index=33&type=section&id=Use%20of%20Proceeds) The company disclosed the use of proceeds from the global offering and placing, with funds primarily allocated to clinical trials, R&D, and working capital - Net proceeds from global offering: approximately **HKD 251.3 million**, with **HKD 206.4 million utilized** as of June 30, 2025, and **HKD 44.9 million remaining** for use by end of 2026[122](index=122&type=chunk) - Net proceeds from placing: approximately **HKD 229.7 million**, with **HKD 48.1 million utilized** as of June 30, 2025, and **HKD 179.8 million remaining** for use by mid-2027[126](index=126&type=chunk) [Future Plans for Material Investments and Capital Assets](index=36&type=section&id=Future%20Plans%20for%20Material%20Investments%20and%20Capital%20Assets) As of June 30, 2025, the company had no existing plans for acquiring other material investments or capital assets - No existing plans for acquiring other material investments or capital assets as of June 30, 2025[127](index=127&type=chunk) [Changes in Information of Directors, Supervisors, and Senior Management](index=36&type=section&id=Changes%20in%20Information%20of%20Directors,%20Supervisors,%20and%20Senior%20Management) During the reporting period, the company made several appointments to senior management and the Board, including a Chief Business Officer, Chief Medical Officer, and new Executive and Non-Executive Directors - Dr. Weihai He appointed Chief Business Officer, effective **May 5, 2025**[128](index=128&type=chunk) - Dr. Zhuli Wu appointed Chief Medical Officer, effective **June 9, 2025**[129](index=129&type=chunk) - Mr. Zhang Ruliang appointed Executive Director and Ms. Fu Dawei appointed Non-Executive Director of the second Board of Directors, both effective **May 28, 2025**[130](index=130&type=chunk)[131](index=131&type=chunk) [Other Corporate Changes](index=37&type=section&id=Other%20Corporate%20Changes) The company completed the full circulation of H shares, converting 14,114,006 unlisted shares into H shares, which were listed and traded on the Stock Exchange on May 15, 2025 - Company completed full circulation of H shares, converting **14,114,006 unlisted shares** into H shares[133](index=133&type=chunk) - Converted H shares commenced trading on the Stock Exchange at 9:00 a.m. on **May 15, 2025**[133](index=133&type=chunk) [Material Events After Reporting Period](index=37&type=section&id=Material%20Events%20After%20Reporting%20Period) As of the date of this interim report, there were no other material events after the end of the reporting period, except as disclosed herein - No other material events after the end of the reporting period as of the date of this interim report[134](index=134&type=chunk) [Compliance with Corporate Governance Code](index=37&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The company complied with most applicable code provisions of the Corporate Governance Code, with a deviation regarding the Chairman and CEO roles, which the Board believes ensures consistent leadership - Company complied with all applicable code provisions of the Corporate Governance Code during the reporting period, except for deviation from code provision C.2.1 (separation of Chairman and CEO roles)[135](index=135&type=chunk) - Board believes Dr. Tian's dual role ensures **consistent leadership** and **efficient decision-making** for the Group[135](index=135&type=chunk) - Appointments to the Nomination Committee aim to enhance the **efficiency and diversity** of the Board and Nomination Committee, improving corporate governance[136](index=136&type=chunk) [Compliance with Standard Securities Dealing Code](index=38&type=section&id=Compliance%20with%20Standard%20Securities%20Dealing%20Code) The company adopted a code of conduct for securities transactions no less exacting than the Model Code, and all directors and supervisors confirmed compliance during the reporting period - Company adopted a code of conduct for securities transactions no less exacting than the Model Code in Appendix C3 of the Listing Rules[139](index=139&type=chunk) - All directors and supervisors confirmed compliance with the code during the reporting period[139](index=139&type=chunk) [Review of Interim Results](index=38&type=section&id=Review%20of%20Interim%20Results) The Audit Committee reviewed the unaudited interim financial results for the six months ended June 30, 2025, and deemed them compliant with applicable accounting standards, rules, and regulations - Audit Committee reviewed the unaudited interim financial results for the six months ended June 30, 2025[141](index=141&type=chunk) - Audit Committee deemed the results compliant with applicable accounting standards, rules, and regulations, and properly disclosed[141](index=141&type=chunk) [Purchase, Sale, or Redemption of the Company's Listed Securities](index=38&type=section&id=Purchase,%20Sale,%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) During the reporting period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities, and no treasury shares were held as of June 30, 2025 - Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the reporting period[142](index=142&type=chunk) - Company held no treasury shares as of June 30, 2025[142](index=142&type=chunk) [Continuing Disclosure Obligations under Listing Rules](index=38&type=section&id=Continuing%20Disclosure%20Obligations%20under%20Listing%20Rules) As of June 30, 2025, the directors were unaware of any circumstances requiring disclosure obligations under Listing Rules 13.20, 13.21, and 13.22 - Directors were unaware of any circumstances requiring disclosure obligations under Listing Rules 13.20, 13.21, and 13.22 as of June 30, 2025[143](index=143&type=chunk) [Interim Dividend](index=38&type=section&id=Interim%20Dividend) The Board of Directors resolved not to recommend the payment of an interim dividend for the six months ended June 30, 2025 - Board resolved not to recommend the payment of an interim dividend for the six months ended June 30, 2025[144](index=144&type=chunk) Independent Review Report [Review Conclusion](index=38&type=section&id=Review%20Conclusion) Deloitte Touche Tohmatsu reviewed the company's condensed consolidated financial statements for the six months ended June 30, 2025, and found no material issues regarding their preparation in accordance with IAS 34 - Deloitte Touche Tohmatsu reviewed the company's condensed consolidated financial statements[146](index=146&type=chunk) - Review conducted under Hong Kong Standard on Review Engagements 2410, with a scope less than an audit, thus no audit opinion expressed[147](index=147&type=chunk) - Conclusion: nothing came to attention suggesting financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34[148](index=148&type=chunk) Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income [Profit or Loss and Comprehensive Income Overview](index=39&type=section&id=Profit%20or%20Loss%20and%20Comprehensive%20Income%20Overview) For the six months ended June 30, 2025, the company recorded revenue of RMB 38,027 thousand and other income of RMB 9,693 thousand, with a narrowed loss for the period of RMB 152,725 thousand Summary of Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | For the six months ended June 30, 2025 (RMB in thousands) | For the six months ended June 30, 2024 (RMB in thousands) | | :--- | :--- | :--- | | Revenue | 38,027 | 77 | | Other income | 9,693 | 4,277 | | Net other gains and losses | (2,699) | (19,487) | | Research and development expenses | (168,044) | (119,138) | | Administrative expenses | (27,257) | (30,063) | | Finance costs | (2,445) | (1,426) | | **Loss for the period** | **(152,725)** | **(165,760)** | | Loss per share (RMB) | (0.37) | (0.44) | Condensed Consolidated Statement of Financial Position [Financial Position Overview](index=40&type=section&id=Financial%20Position%20Overview) As of June 30, 2025, the company's total assets less current liabilities were RMB 553,221 thousand, with net assets of RMB 533,881 thousand, and current assets including RMB 298,303 thousand in financial assets and RMB 405,395 thousand in cash Summary of Condensed Consolidated Statement of Financial Position | Indicator | As of June 30, 2025 (RMB in thousands) | As of December 31, 2024 (RMB in thousands) | | :--- | :--- | :--- | | Non-current assets | 45,500 | 54,058 | | Current assets | 725,744 | 867,938 | | Assets classified as held for sale | — | 80,196 | | Current liabilities | 218,023 | 214,642 | | Non-current liabilities | 19,340 | 29,049 | | **Net assets** | **533,881** | **678,305** | Condensed Consolidated Statement of Changes in Equity [Equity Changes Overview](index=41&type=section&id=Equity%20Changes%20Overview) For the six months ended June 30, 2025, total equity attributable to owners of the company decreased to RMB 534,615 thousand, primarily due to a loss for the period, partially offset by an increase in share-based payments Summary of Condensed Consolidated Statement of Changes in Equity | Indicator | As of June 30, 2025 (RMB in thousands) | As of January 1, 2025 (RMB in thousands) | | :--- | :--- | :--- | | Share capital | 407,308 | 407,308 | | Share premium | 1,092,578 | 1,092,578 | | Share-based payment reserve | 213,630 | 205,328 | | Translation reserve | (115) | (114) | | Accumulated losses | (1,178,786) | (1,026,200) | | **Subtotal equity attributable to owners of the company** | **534,615** | **678,900** | | Non-controlling interests | (734) | (595) | | **Total equity** | **533,881** | **678,305** | Condensed Consolidated Statement of Cash Flows [Cash Flow Overview](index=42&type=section&id=Cash%20Flow%20Overview) For the six months ended June 30, 2025, net cash used in operating activities was RMB 131,117 thousand, with net cash from investing activities of RMB 45,201 thousand and financing activities of RMB 16,064 thousand Summary of Condensed Consolidated Statement of Cash Flows | Indicator | For the six months ended June 30, 2025 (RMB in thousands) | For the six months ended June 30, 2024 (RMB in thousands) | | :--- | :--- | :--- | | Net cash used in operating activities | (131,117) | (123,017) | | Net cash from investing activities | 45,201 | 40,266 | | Net cash from financing activities | 16,064 | 21,508 | | **Net decrease in cash and cash equivalents** | **(69,852)** | **(61,243)** | | Cash and cash equivalents at end of period | 405,395 | 246,848 | Notes to the Condensed Consolidated Financial Information [General Information and Basis of Preparation](index=44&type=section&id=General%20Information%20and%20Basis%20of%20Preparation) Immuno Cure BioTech (Shanghai) Co., Ltd. was incorporated in China on June 18, 2015, and listed on the HKEX on September 5, 2023, with its principal business being R&D of immuno-oncology therapies - Company incorporated in China on **June 18, 2015**, and listed on HKEX on **September 5, 2023**[157](index=157&type=chunk) - Principal business is R&D of immuno-oncology therapies[158](index=158&type=chunk) - Condensed consolidated financial statements prepared in accordance with **IAS 34** and Listing Rules, using the **going concern basis**[159](index=159&type=chunk) [Principal Accounting Policies](index=44&type=section&id=Principal%20Accounting%20Policies) The condensed consolidated financial statements are prepared on a historical cost basis, with accounting policies consistent with the prior annual statements, and IFRS amendments had no material impact - Condensed consolidated financial statements prepared on a **historical cost basis**, with some financial instruments measured at fair value[160](index=160&type=chunk) - Accounting policies consistent with annual consolidated financial statements for the year ended **December 31, 2024**[160](index=160&type=chunk) - Application of IFRS amendments had **no material impact** on financial position and performance[161](index=161&type=chunk) [Revenue and Segment Information](index=45&type=section&id=Revenue%20and%20Segment%20Information) For the six months ended June 30, 2025, the company's revenue was RMB 38,027 thousand, primarily from collaboration development with Axion Bio, and it operates in a single segment with all non-current assets in China Disaggregation of Revenue from Contracts with Customers | Type of goods or services | For the six months ended June 30, 2025 (RMB in thousands) | For the six months ended June 30, 2024 (RMB in thousands) | | :--- | :--- | :--- | | Collaboration development | 37,995 | — | | Sales of cell lines and other products | 32 | 49 | | Testing services | — | 28 | | **Total** | **38,027** | **77** | - Collaboration development revenue primarily from license and collaboration agreement with Axion Bio, recognized over time[163](index=163&type=chunk)[164](index=164&type=chunk) - Company has a **single operating segment**, with all non-current assets located in China[168](index=168&type=chunk)[169](index=169&type=chunk) [Other Income](index=47&type=section&id=Other%20Income) For the six months ended June 30, 2025, the company's other income was RMB 9,693 thousand, mainly comprising government grants and bank interest income Other Income Composition | Indicator | For the six months ended June 30, 2025 (RMB in thousands) | For the six months ended June 30, 2024 (RMB in thousands) | | :--- | :--- | :--- | | Government grants | 5,987 | 642 | | Bank interest income | 3,706 | 3,635 | | **Total** | **9,693** | **4,277** | [Net Other Gains and Losses](index=47&type=section&id=Net%20Other%20Gains%20and%20Losses) For the six months ended June 30, 2025, the company's net other gains and losses resulted in a loss of RMB 2,699 thousand, primarily due to exchange loss and fair value change loss of financial assets Net Other Gains and Losses | Indicator | For the six months ended June 30, 2025 (RMB in thousands) | For the six months ended June 30, 2024 (RMB in thousands) | | :--- | :--- | :--- | | Net exchange (losses) / gains | (2,354) | 1,378 | | (Losses) / gains from fair value changes of financial assets measured at fair value | (340) | 6,540 | | Impairment loss on property and equipment | — | (27,398) | | Others | (5) | (7) | | **Total** | **(2,699)** | **(19,487)** | [Loss for the Period](index=47&type=section&id=Loss%20for%20the%20Period) For the six months ended June 30, 2025, the company's loss for the period was RMB 152,725 thousand, with loss before tax deducted by total depreciation, directors' and supervisors' emoluments, and other staff costs Components of Loss for the Period | Indicator | For the six months ended June 30, 2025 (RMB in thousands) | For the six months ended June 30, 2024 (RMB in thousands) | | :--- | :--- | :--- | | Depreciation of property and equipment | 4,254 | 5,777 | | Depreciation of right-of-use assets | 3,095 | 5,147 | | **Total depreciation** | **7,349** | **10,924** | | Directors' and supervisors' emoluments | 11,544 | 13,415 | | Total other staff costs | 47,093 | 47,431 | [Income Tax Expense](index=48&type=section&id=Income%20Tax%20Expense) For the six months ended June 30, 2024 and 2025, no provision for income tax expense was made as neither the company nor its subsidiaries had taxable profits - No provision for income tax expense made for the six months ended June 30, 2024 and 2025[174](index=174&type=chunk) [Loss Per Share](index=48&type=section&id=Loss%20Per%20Share) For the six months ended June 30, 2025, basic and diluted loss per share attributable to owners of the company was RMB 0.37, a narrowing from RMB 0.44 in the same period of 2024 Loss Per Share Calculation | Indicator | For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | | :--- | :--- | :--- | | Loss for the purpose of calculating basic loss per share (RMB in thousands) | (152,586) | (165,760) | | Weighted average number of ordinary shares for the purpose of calculating basic loss per share (in thousands) | 407,308 | 374,158 | | **Basic and diluted loss per share (RMB)** | **(0.37)** | **(0.44)** | [Dividends](index=48&type=section&id=Dividends) During the interim period, no dividends were paid, declared, or proposed by the company, and the Board resolved not to pay dividends for the interim period - No dividends paid, declared, or proposed by the company during the interim period[176](index=176&type=chunk) [Property and Equipment and Right-of-Use Assets](index=48&type=section&id=Property%20and%20Equipment%20and%20Right-of-Use%20Assets) During this interim period, the company incurred approximately RMB 420,000 for the purchase of property and equipment, and no new lease agreements were entered into for the six months ended June 30, 2025 - Company incurred approximately **RMB 420,000** for the purchase of property and equipment during this interim period[177](index=177&type=chunk) - No new lease agreements entered into for the six months ended June 30, 2025[178](index=178&type=chunk) [Trade Receivables](index=49&type=section&id=Trade%20Receivables) As of June 30, 2025, the company's trade receivables totaled RMB 10 thousand, a decrease from RMB 16 thousand as of December 31, 2024, with a typical credit period of 30 days Ageing Analysis of Trade Receivables | Ageing | As of June 30, 2025 (RMB in thousands) | As of December 31, 2024 (RMB in thousands) | | :--- | :--- | :--- | | Within 30 days | — | 6 | | 31 to 60 days | 4 | 7 | | 61 to 120 days | — | — | | 121 to 180 days | — | 3 | | Over 180 days | 6 | — | | **Total** | **10** | **16** | [Prepayments and Other Receivables](index=49&type=section&id=Prepayments%20and%20Other%20Receivables) As of June 30, 2025, the company's prepayments and other receivables totaled RMB 22,036 thousand, a decrease from RMB 35,604 thousand as of December 31, 2024 Composition of Prepayments and Other Receivables | Indicator | As of June 30, 2025 (RMB in thousands) | As of December 31, 2024 (RMB in thousands) | | :--- | :--- | :--- | | Deposits for plant construction | — | 9,851 | | Receivables from disposal of a subsidiary | 14,017 | — | | Other receivables | 133 | 168 | | Prepayments for purchases of goods and R&D services | 7,883 | 24,543 | | Other prepayments | 3 | 1,042 | | **Total** | **22,036** | **35,604** | [Financial Assets Measured at Fair Value Through Profit or Loss](index=50&type=section&id=Financial%20Assets%20Measured%20at%20Fair%20Value%20Through%20Profit%20or%20Loss) As of June 30, 2025, the company's financial assets measured at fair value were RMB 298,303 thousand, primarily wealth management products classified as Level 2 fair value hierarchy and valued using the income approach Financial Assets Measured at Fair Value | Indicator | As of June 30, 2025 (RMB in thousands) | As of December 31, 2024 (RMB in thousands) | | :--- | :--- | :--- | | Wealth management products | 298,303 | 274,521 | - Wealth management products are not guaranteed by related financial institutions, classified as **Level 2 fair value hierarchy**, and valued using the **income approach**[182](index=182&type=chunk)[199](index=199&type=chunk) [Cash and Cash Equivalents](index=50&type=section&id=Cash%20and%20Cash%20Equivalents) As of June 30, 2025, the company's bank balances were RMB 405,395 thousand, bearing interest at market rates ranging from 0.01% to 4.20% Cash and Cash Equivalents | Indicator | As of June 30, 2025 (RMB in thousands) | As of December 31, 2024 (RMB in thousands) | | :--- | :--- | :--- | | Bank balances | 405,395 | 477,601 | - Bank balances bear interest at market rates ranging from **0.01% to 4.20%** per annum[183](index=183&type=chunk) - At period-end, bank balances denominated in USD were **RMB 107,361 thousand**, and in HKD were **RMB 157,049 thousand**[184](index=184&type=chunk) [Assets Classified as Held for Sale](index=51&type=section&id=Assets%20Classified%20as%20Held%20for%20Sale) In December 2024, the company agreed to dispose of its subsidiary, Shanghai Zhangtou Yaoxin Technology Development Co., Ltd., which primarily held land use rights and construction in progress, with the equity transfer completed in Q1 2025 - Company disposed of subsidiary Shanghai Zhangtou Yaoxin Technology Development Co., Ltd., which primarily held **land use rights and construction in progress**[185](index=185&type=chunk) - Company received the first two installments totaling **RMB 66,179,000** and completed the equity transfer in the **first quarter of 2025**[185](index=185&type=chunk) [Trade and Other Payables](index=51&type=section&id=Trade%20and%20Other%20Payables) As of June 30, 2025, the company's trade and other payables totaled RMB 52,722 thousand, a decrease from December 31, 2024, including trade payables for R&D expenses and accrued outsourced R&D expenses Composition of Trade and Other Payables | Indicator | As of June 30, 2025 (RMB in thousands) | As of December 31, 2024 (RMB in thousands) | | :--- | :--- | :--- | | Trade payables for research and development expenses | 14,346 | 43,244 | | Accrued outsourced research and development expenses | 16,989 | 10,985 | | Accrued staff costs and benefits | 13,388 | 15,903 | | Accrued research and development materials and consumables | 5,282 | 1,149 | | Others | 2,717 | 3,150 | | **Total** | **52,722** | **74,431** | - Company's average credit period for purchases of goods/services is **45 days**[186](index=186&type=chunk) [Contract Liabilities](index=52&type=section&id=Contract%20Liabilities) As of June 30, 2025, the company's contract liabilities were RMB 30,920 thousand, primarily from collaboration development, and are presented as current liabilities Contract Liabilities | Indicator | As of June 30, 2025 (RMB in thousands) | As of December 31, 2024 (RMB in thousands) | | :--- | :--- | :--- | | Collaboration development | 30,920 | 32,900 | - Contract liabilities are presented as **current liabilities** in the condensed consolidated statement of financial position[187](index=187&type=chunk) [Borrowings](index=52&type=section&id=Borrowings) As of June 30, 2025, the company's total fixed-rate borrowings were RMB 136,990 thousand, with bank borrowing interest rates ranging from 2.80% to 3.60% per annum Composition of Borrowings | Indicator | As of June 30, 2025 (RMB in thousands) | As of December 31, 2024 (RMB in thousands) | | :--- | :--- | :--- | | Fixed-rate borrowings measured at amortized cost | 136,990 | 115,390 | | Of which: repayable within one year | 127,990 | 100,890 | | Repayable within one year but not exceeding two years | 9,000 | 14,500 | - Bank borrowing interest rates range from **2.80% to 3.60%** per annum[188](index=188&type=chunk) [Share Capital](index=53&type=section&id=Share%20Capital) As of June 30, 2025, the company's total authorized and issued ordinary shares were 407,307,695, with a share capital of RMB 407,308 thousand, following an H share issuance in November 2024 Share Capital Information | Indicator | As of June 30, 2025 (Number of shares) | As of June 30, 2025 (RMB in thousands) | | :--- | :--- | :--- | | Authorized and issued ordinary shares | 407,307,695 | 407,308 | - On November 28, 2024, company issued **33,150,000 H shares**, raising gross proceeds of approximately **HKD 233,708,000**[189](index=189&type=chunk) [Share-Based Payment Transactions](index=53&type=section&id=Share-Based%20Payment%20Transactions) The company implements restricted share schemes through employee shareholding platforms to incentivize eligible personnel, with 6,480 thousand unvested restricted shares as of June 30, 2025, and RMB 8,302 thousand in share-based payment expenses recognized Restricted Share Movements | Indicator | Unvested as of June 30, 2025 (in thousands) | Unvested as of December 31, 2024 (in thousands) | | :--- | :--- | :--- | | Unvested restricted shares | 6,480 | 14,220 | | Weighted average grant date fair value (RMB) | 8.29 | 8.16 | - For the six months ended June 30, 2025, company recognized share-based payment expenses of **RMB 8,302 thousand**[194](index=194&type=chunk) [Related Party Transactions](index=55&type=section&id=Related%20Party%20Transactions) This section discloses transactions with related parties, including restricted share payment expenses for Dr. Yumei Ding and total remuneration for key management personnel - Restricted share payment expenses for Dr. Yumei Ding (spouse of Dr. Tian Wenzhi) were **RMB 250 thousand**[195](index=195&type=chunk) Key Management Personnel Remuneration | Indicator | For the six months ended June 30, 2025 (RMB in thousands) | For the six months ended June 30, 2024 (RMB in thousands) | | :--- | :--- | :--- | | Salaries and other benefits | 6,876 | 6,428 | | Contributions to retirement benefit plans | 281 | 420 | | Discretionary bonuses | 1,125 | 1,139 | | Share-based payments | 6,771 | 18,699 | | **Total** | **15,053** | **26,686** | [Fair Value Measurement of Financial Instruments](index=55&type=section&id=Fair%20Value%20Measurement%20of%20Financial%20Instruments) The company's financial assets are measured at fair value at the end of the reporting period, primarily wealth management products classified as Level 2 fair value hierarchy and valued using the income approach Financial Assets Measured at Fair Value on a Recurring Basis | Indicator | As of June 30, 2025 (RMB in thousands) | As of December 31, 2024 (RMB in thousands) | Fair Value Level | Valuation Techniques and Key Inputs | | :--- | :--- | :--- | :--- | :--- | | Financial assets measured at fair value | 298,303 | 274,521 | Level 2 | Income approach — using discounted cash flow method to estimate the returns of the relevant assets | - Carrying amounts of financial assets and liabilities recognized at amortized cost approximate their fair values[201](index=201&type=chunk) [Events After the Reporting Period](index=56&type=section&id=Events%20After%20the%20Reporting%20Period) On July 30, 2025, the company received a milestone payment of USD 10,000,000 from Instil under the license and collaboration agreement - On **July 30, 2025**, company received a milestone payment of **USD 10,000,000** from Instil[202](index=202&type=chunk) Definitions and Glossary [Definitions of Key Terms](index=56&type=section&id=Definitions%20of%20Key%20Terms) This section provides definitions for key terms and vocabulary used in the report, covering professional terminology in corporate governance, finance, product development, and regulation - Provides definitions for key terms and vocabulary used in the report[203](index=203&type=chunk) - Includes important definitions such as "Core Product," "Corporate Governance Code," and "NMPA"[203](index=203&type=chunk)[204](index=204&type=chunk)

2025 中期業績報告 目錄 | | 頁次 | | --- | --- | | 公司資料 | 2 | | 綜合損益表 | 3 | | 綜合損益及其他全面收益表 | 4 | | 綜合財務狀況表 | 5 | | 綜合權益變動表 | 6 | | 簡明綜合現金流量表 | 7 | | 未經審核中期財務報表附註 | 8 | | 管理層討論及分析 | 16 | | 其他資料 | 21 | 公司資料 董事 公司秘書 黃敬森先生 審核委員會 連達鵬博士 （主席） 黎志良先生 張定昉先生 古天龍先生 薪酬委員會 連達鵬博士 （主席） 黎志良先生 張定昉先生 古天龍先生 執行董事 麥照平先生 （於二零二五年六月二十七日辭世） 張學勤先生 （主席兼行政總裁） 麥綺琪女士 陳俊良先生 許婷婷女士 非執行董事 麥子曄先生 林智偉先生 獨立非執行董事 連達鵬博士 黎志良先生 張定昉先生 古天龍先生 授權代表 許婷婷女士 黃敬森先生 星展銀行（香港）有限公司 提名委員會 張定昉先生 （主席） 許婷婷女士 連達鵬博士 古天龍先生 核數師 長青（香港）會計師事務所有限公司 香港灣仔 駱克道188號 兆安中心24樓 主要股份登記及過戶處 註冊辦事 ...