Contents 目錄 | | | Pages | | --- | --- | --- | | | | 頁次 | | Corporate Information | 公司資料 | 2 | | Chairman's Statement | 主席報告 | 4 | | Management Discussion and Analysis | 管理層討論與分析 | 11 | | Independent Review Report | 獨立審閱報告 | 26 | | Interim Condensed Consolidated Statement of Profit or Loss | 中期簡明合併損益表 | 28 | | Interim Condensed Consolidated Statement of Comprehensive Income | 中期簡明合併全面收益表 | 29 | | Interim Condensed Consolidated Statement of Financial Position | 中期簡明合併財務狀況表 | 30 | | Interim Condensed Consolida ...

2025 INTERIM REPORT 中期報告 INTERIM REPORT 2025 中期報告 Contents 目錄 | 2 | Corporate Information | 公司資料 | | --- | --- | --- | | 4 | Financial Highlights | 財務摘要 | | 5 | Management Discussion and Analysis | 管理層討論與分析 | | 24 | Corporate Governance and Other Information | 企業管治及其他資料 | | 37 | Interim Condensed Consolidated Statement of Profit or Loss and Other | 中期簡明綜合損益及其他全 | | | Comprehensive Income | 面收益表 | | 39 | Interim Condensed Consolidated Statement of Financial Position | 中期簡明綜合財務狀況表 | | 41 | Interim Condensed C ...

Management Discussion and Analysis [II. Financial Review](index=4&type=section&id=II.%20Financial%20Review) E-Commodities Holdings Limited faced a challenging market in H1 2025 with coking coal prices falling nearly 40%, leading to a 36.17% decrease in total revenue, while profit attributable to equity holders significantly dropped by 82.63% [1. Revenue Overview](index=4&type=section&id=1.%20Revenue%20Overview) In H1 2025, total revenue decreased by 36.17% to 12,672 million HKD due to a nearly 40% drop in coking coal prices and weak demand, with coal trading revenue falling 42.65%, yet overseas revenue share increased to 32.78% - In H1 2025, the average coking coal price was **175 USD/tonne**, a decrease of nearly **40.00%** compared to H1 2024[15](index=15&type=chunk) Consolidated Revenue Overview | Indicator | H1 2025 (million HKD) | H1 2024 (million HKD) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 12,672 | 19,854 | -36.17% | | Coal Trading Revenue | 9,667.9 | 16,858.5 | -42.65% | | Overseas Revenue as % of Total Revenue | 32.78% | 24.74% | +8.04pp | [Supply Chain Trading](index=5&type=section&id=Supply%20Chain%20Trading) Supply chain trading revenue was approximately 10,870 million HKD, accounting for 85.78% of total revenue in H1 2025, with coal product revenue decreasing 42.65% due to a 40% price drop - Supply chain trading segment revenue was approximately **10,870 million HKD**, accounting for **85.78%** of total revenue[19](index=19&type=chunk) - Coal product revenue decreased by **42.65%** from approximately **16,858 million HKD** in H1 2024 to approximately **9,668 million HKD** in H1 2025, primarily due to a **40.00%** drop in coal market prices[19](index=19&type=chunk) [Integrated Supply Chain Services](index=6&type=section&id=Integrated%20Supply%20Chain%20Services) Integrated supply chain services revenue was approximately 1,802 million HKD in H1 2025, a 14.19% year-on-year decrease, with mining services contributing 18.69 million cubic meters and 623 million HKD in revenue - Integrated supply chain services segment revenue was approximately **1,802 million HKD**, a decrease of approximately **14.19%** compared to H1 2024[20](index=20&type=chunk) - Mining services achieved an excavation volume of approximately **18.69 million cubic meters**, generating revenue of approximately **623 million HKD** and a gross profit of approximately **81 million HKD**[20](index=20&type=chunk) - In H1 2025, China's coal imports from Mongolia decreased by approximately **4.71%** to **37.22 million tonnes**, with the maximum price drop for Mongolian 5 raw coal at Ganqimaodu port reaching approximately **23.91%**[21](index=21&type=chunk) [Business Outlook](index=6&type=section&id=Business%20Outlook) The company plans to navigate commodity market cycles by deepening customer services, expanding value-added businesses, optimizing sales strategies, and strictly controlling costs to maintain market share - The company will solidify its industry position and maintain market share through deepening customer services, expanding value-added businesses, optimizing sales strategies, and strictly executing cost control to navigate market cycles[22](index=22&type=chunk) [2. Cost of Sales and Purchases](index=6&type=section&id=2.%20Cost%20of%20Sales%20and%20Purchases) In H1 2025, cost of sales decreased by 33.58% to approximately 12,372 million HKD, primarily due to falling coal trading prices, with total purchases at approximately 8,396 million HKD - In H1 2025, cost of sales was approximately **12,372 million HKD**, a decrease of approximately **33.58%** compared to H1 2024, mainly due to falling coal trading prices[22](index=22&type=chunk) Major Commodity Purchase Details | Commodity Category | H1 2025 Purchase Volume (thousand tonnes) | H1 2025 Purchase Value (thousand HKD) | H1 2024 Purchase Volume (thousand tonnes) | H1 2024 Purchase Value (thousand HKD) | | :--- | :--- | :--- | :--- | :--- | | Coal | 7,385 | 7,208,249 | 8,719 | 13,881,556 | | Oil and Petrochemical Products | 141 | 1,015,160 | 82 | 739,631 | | Coke | 92 | 105,645 | – | – | | Iron Ore | 93 | 66,740 | 110 | 95,992 | | **Total** | **7,711** | **8,395,794** | **8,911** | **14,717,179** | [3. Gross Profit](index=7&type=section&id=3.%20Gross%20Profit) In H1 2025, the company recorded a gross profit of approximately 300 million HKD, achieving 456 million HKD from futures hedging and 289 million HKD from cost reduction, with overseas sales increasing to 26.34% of total revenue - In H1 2025, the company recorded a gross profit of approximately **300 million HKD**[25](index=25&type=chunk) - Utilizing futures for risk hedging, the company achieved a combined futures and spot gross profit of approximately **456 million HKD**[25](index=25&type=chunk) - Overseas sales trade volume accounted for **26.34%** of the Group's total revenue, an increase from **22.63%** in the same period of 2024[25](index=25&type=chunk) [4. Administrative Expenses](index=8&type=section&id=4.%20Administrative%20Expenses) Administrative expenses decreased by 30.95% to approximately 290 million HKD in H1 2025, mainly driven by a 39.42% reduction in staff costs - In H1 2025, administrative expenses were approximately **290 million HKD**, a decrease of approximately **30.95%** compared to H1 2024[26](index=26&type=chunk) - The decrease in administrative expenses was primarily due to a **39.42%** reduction in staff costs[26](index=26&type=chunk) Administrative Expenses Details | Item | H1 2025 (thousand HKD) | H1 2024 (thousand HKD) | | :--- | :--- | :--- | | Staff Costs | 172,481 | 284,726 | | Reversal of Impairment Loss Provision for Trade and Other Receivables | (5,779) | (9,748) | | Other | 123,337 | 145,063 | | **Total** | **290,039** | **420,041** | [5. Other Income](index=8&type=section&id=5.%20Other%20Income) Other income increased by 81.91% to approximately 171 million HKD in H1 2025, primarily due to a 156 million HKD gain from futures market hedging using derivative instruments - In H1 2025, other income was approximately **171 million HKD**, compared to approximately **94 million HKD** recorded in H1 2024[28](index=28&type=chunk) - This was mainly due to the company generating a gain of approximately **156 million HKD** in the futures market from using derivative instruments for hedging[28](index=28&type=chunk) [6. Net Finance Costs](index=8&type=section&id=6.%20Net%20Finance%20Costs) Net finance costs increased by 21.43% to approximately 68 million HKD in H1 2025, mainly due to unrealized exchange losses from intercompany balances between domestic and overseas subsidiaries - In H1 2025, net finance costs were approximately **68 million HKD**, an increase of approximately **21.43%** compared to H1 2024[28](index=28&type=chunk) - The increase was primarily due to unrealized exchange losses arising from exchange rate fluctuations on intercompany balances between domestic and overseas subsidiaries[28](index=28&type=chunk) Net Finance Costs Details | Item | H1 2025 (thousand HKD) | H1 2024 (thousand HKD) | | :--- | :--- | :--- | | Interest Income | (31,010) | (28,677) | | Total Interest Expense | 55,988 | 63,327 | | Net Exchange Loss | 35,789 | 10,373 | | Bank and Other Charges | 6,993 | 10,919 | | **Net Finance Costs** | **67,760** | **55,942** | [7. Profit Attributable to Equity Holders and Earnings Per Share](index=9&type=section&id=7.%20Profit%20Attributable%20to%20Equity%20Holders%20and%20Earnings%20Per%20Share) In H1 2025, profit attributable to equity holders significantly decreased by 82.63% to approximately 136 million HKD, with basic and diluted earnings per share at 0.051 HKD - In H1 2025, profit attributable to equity holders was approximately **136 million HKD**, a decrease of approximately **82.63%** compared to H1 2024[30](index=30&type=chunk) - For the six months ended June 30, 2025, basic and diluted earnings per share were both **0.051 HKD**[31](index=31&type=chunk) [8. Inventories](index=9&type=section&id=8.%20Inventories) As of June 30, 2025, inventories amounted to approximately 550 million HKD, a 72.95% decrease from December 31, 2024, reflecting the company's efforts to accelerate inventory turnover and improve capital efficiency - As of June 30, 2025, inventories amounted to approximately **550 million HKD**, a decrease of approximately **72.95%** compared to December 31, 2024[31](index=31&type=chunk) - The company accelerated inventory turnover and reduced inventory levels, thereby improving capital efficiency[31](index=31&type=chunk) Inventory Composition | Item | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Coal | 461,452 | 1,950,968 | | Other | 88,259 | 81,938 | | **Total** | **549,711** | **2,032,906** | [9. Debt and Liquidity](index=9&type=section&id=9.%20Debt%20and%20Liquidity) As of June 30, 2025, total bank loans were approximately 1,663 million HKD, and the gearing ratio decreased to 36.58%, but EBITDA/interest fell to 8.29 and debt/EBITDA rose to 4.41 due to lower profits - As of June 30, 2025, the Group's total bank loans amounted to approximately **1,663 million HKD**[31](index=31&type=chunk) - The gearing ratio was **36.58%**, a decrease from **47.80%** as of December 31, 2024[31](index=31&type=chunk) - EBITDA/interest decreased from **17.43** in the same period last year to **8.29**; debt/EBITDA increased from **2.20** to **4.41**, mainly due to lower profits in H1 2025[31](index=31&type=chunk) [10. Working Capital](index=10&type=section&id=10.%20Working%20Capital) In H1 2025, accounts receivable turnover was approximately 33 days, accounts payable turnover 41 days, and inventory turnover 20 days, resulting in a cash conversion cycle of approximately 12 days, an 8-day improvement - In H1 2025, accounts receivable turnover days were approximately **33 days**, accounts payable turnover days approximately **41 days**, and inventory turnover days approximately **20 days**[33](index=33&type=chunk) - The overall cash conversion cycle was approximately **12 days**, **8 days** less than the Group's cash conversion cycle in H1 2024[33](index=33&type=chunk) [11. Pledged Assets](index=10&type=section&id=11.%20Pledged%20Assets) As of June 30, 2025, various assets including credit guarantees, restricted bank deposits, property, plant and equipment, land use rights, and trade receivables were pledged to secure bank loans, bills payable, and lease liabilities - As of June 30, 2025, bank loans of **650 million HKD** along with bills payable of **232 million HKD** were secured by credit guarantees of **777 million HKD** and restricted bank deposits of **105 million HKD**[35](index=35&type=chunk) - Bank loans of **655 million HKD** along with bills payable of **214 million HKD** were secured by restricted bank deposits of **94 million HKD**, property, plant and equipment of **646 million HKD**, and land use rights of **353 million HKD**[35](index=35&type=chunk) - Bank loans of **358 million HKD** along with bills payable of **1,288 million HKD** were secured by trade receivables and bills receivable of **511 million HKD**, and restricted bank deposits of **1,215 million HKD**[36](index=36&type=chunk) [12. Cash Flow](index=10&type=section&id=12.%20Cash%20Flow) Net cash inflow from operating activities significantly increased by 304.49% to approximately 1,533 million HKD in H1 2025, driven by inventory reduction and faster turnover, while financing activities saw a 163.06% increase in net outflow - In H1 2025, net cash inflow from operating activities was approximately **1,533 million HKD**, a year-on-year increase of **304.49%**[36](index=36&type=chunk) - Net cash outflow from investing activities was approximately **127 million HKD**, a year-on-year decrease of **83.02%**[37](index=37&type=chunk) - Net cash outflow from financing activities was approximately **997 million HKD**, a year-on-year increase of **163.06%**, primarily for loan repayments of approximately **624 million HKD** and dividend payments of approximately **217 million HKD**[37](index=37&type=chunk) [III. Working Capital and Treasury Policy](index=11&type=section&id=III.%20Working%20Capital%20and%20Treasury%20Policy) The Group employs proactive and real-time monitoring for capital management, raising funds through operations, bill discounting, factoring, bank financing, and bond issuance, while maintaining a prudent approach to enhance capital turnover and hedge foreign exchange risks - The Group raises funds through operating activities, discounting of bills receivable, factoring of accounts receivable, domestic and overseas bank financing, and bond financing[38](index=38&type=chunk) - The Group adopts a prudent and conservative capital management policy, managing capital allocation quotas for various business units and urging them to reduce inventory, prepayments, and accounts receivable levels to improve capital turnover[38](index=38&type=chunk) - The company strategically conducts transactions in strong currencies during business operations and uses foreign exchange derivative instruments to hedge against exchange rate fluctuation risks and lock in business profits[38](index=38&type=chunk) [IV. Risk Factors](index=11&type=section&id=IV.%20Risk%20Factors) The Group faces multiple operational risks including commodity price volatility, reliance on the steel industry, liquidity risk, currency risk, and fair value measurement risk, with measures in place to manage but not fully mitigate these impacts - Fluctuations in commodity market prices are influenced by various factors beyond our control, and failure to maintain profitable levels will have a significant adverse impact on financial conditions[40](index=40&type=chunk)[41](index=41&type=chunk) - The Group's revenue primarily derives from coking coal product trading services, which are highly dependent on the demand for coking coal from steel mills and coking plants in China and international markets[41](index=41&type=chunk) - Over **56.97%** of the Group's turnover is denominated in RMB, and over **59.25%** of purchase costs and certain operating expenses are denominated in USD, so exchange rate fluctuations may have a significant impact on operating results[42](index=42&type=chunk) [V. Human Resources](index=12&type=section&id=V.%20Human%20Resources) As of June 30, 2025, the Group had 2,384 full-time employees, with 87% in frontline production and transportation, emphasizing performance-based compensation and continuous training, totaling 1,699 hours for 12,968 participants in H1 - As of June 30, 2025, the Group had **2,384** full-time employees (excluding **894** outsourced employees from Chinese subsidiaries)[44](index=44&type=chunk) Employee Functional Distribution | Function | Number of Employees | Percentage | | :--- | :--- | :--- | | Management, Administration and Finance | 188 | 8% | | Sales and Marketing | 116 | 5% | | Frontline Production and Transportation Personnel | 2,080 | 87% | | **Total** | **2,384** | **100%** | - For the six months ended June 30, 2025, the Group organized various internal and external training courses, totaling **1,699** training hours with **12,968** participants[45](index=45&type=chunk) [VI. Health, Safety and Environment](index=13&type=section&id=VI.%20Health,%20Safety%20and%20Environment) The Group prioritizes employee health, safety, and environmental protection, measured by indicators such as lost time injury frequency rate and total recordable incident frequency, reporting no major accidents or incidents in H1 2025 - The Group places extreme importance on employee health and safety, and environmental protection[47](index=47&type=chunk) - In H1 2025, no major accidents, environmental incidents, or occupational health and safety incidents occurred[47](index=47&type=chunk) [VII. Purchase, Sale or Redemption of the Company's Listed Securities](index=13&type=section&id=VII.%20Purchase,%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) As of June 30, 2025, the company had 2,673,088,962 shares issued, having repurchased and cancelled 23,458,000 shares in March and April 2025, with 3,306,000 shares held as treasury shares - As of June 30, 2025, the total number of issued shares of the company was **2,673,088,962** shares[48](index=48&type=chunk) - The company repurchased **22,758,000** shares and **700,000** shares on the Stock Exchange in March and April 2025, respectively, with all repurchased shares cancelled in April 2025[48](index=48&type=chunk) - As of June 30, 2025, **3,306,000** shares were held by the company as treasury shares[48](index=48&type=chunk) Other Information [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares, and Debentures](index=14&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20and%20Short%20Positions%20in%20Shares,%20Underlying%20Shares,%20and%20Debentures) As of June 30, 2025, Ms. Cao Xinyi and Mr. Wang Yaxu held 0.45% and 0.40% of the company's shares respectively, with no other directors or chief executive holding disclosable interests Directors' and Chief Executive's Shareholdings | Director Name | Nature of Interest | Total Number of Shares | Approximate Percentage | | :--- | :--- | :--- | :--- | | Cao Xinyi | Beneficial Owner | 12,052,041 | 0.45% | | Wang Yaxu | Beneficial Owner | 10,736,190 | 0.40% | - Save as disclosed, as of June 30, 2025, no other director or chief executive of the company had any disclosable interests or short positions in the shares, underlying shares, or debentures of the company or its associated corporations[50](index=50&type=chunk) [Major Shareholders](index=15&type=section&id=Major%20Shareholders) As of June 30, 2025, Ms. Wang (via Ace Beacon) and China Minmetals Corporation (via Magnificent Gardenia Limited) were the major shareholders, respectively holding 41.15% and 14.96% of the shares Major Shareholders' Shareholdings | Shareholder Name/Name | Nature of Interest | Total Number of Shares | Approximate Percentage | | :--- | :--- | :--- | :--- | | Ms. Wang | Interest in Controlled Corporation | 1,100,059,113 (L) | 41.15% | | Ace Beacon | Beneficial Owner | 1,100,059,113 (L) | 41.15% | | China Minmetals Corporation | Interest in Controlled Corporation | 400,021,495 (L) | 14.96% | | China Minmetals Corporation Limited | Interest in Controlled Corporation | 400,021,495 (L) | 14.96% | | Magnificent Gardenia Limited | Beneficial Owner | 400,021,495 (L) | 14.96% | - Ms. Wang holds the entire issued share capital of Ace Beacon Holdings Limited and is therefore deemed to have an interest in the shares held by Ace Beacon[53](index=53&type=chunk) - China Minmetals Corporation and China Minmetals Corporation Limited are both deemed to have an interest in the shares held by Magnificent Gardenia Limited[53](index=53&type=chunk) [Share Award Scheme](index=16&type=section&id=Share%20Award%20Scheme) The 2022 Restricted Share Unit Scheme aims to retain and incentivize employees, with the total number of shares not exceeding 10% of issued shares at adoption, and 286,792,296 shares remaining available for grant as of June 30, 2025 - The 2022 Restricted Share Unit Scheme aims to retain and encourage participants to contribute to the Group's long-term development and profitability[54](index=54&type=chunk) - Under the scheme, the total number of shares related to restricted share units granted shall not exceed **10%** of the total number of issued shares on the adoption date of the 2022 Restricted Share Unit Scheme[55](index=55&type=chunk) - No restricted share units were granted under the 2022 Restricted Share Unit Scheme during the reporting period, and as of June 30, 2025, **286,792,296** shares related to restricted share units were available for grant under the scheme[57](index=57&type=chunk) [Audit Committee](index=17&type=section&id=Audit%20Committee) The Audit Committee assists the Board in providing independent opinions on financial reporting, internal controls, and risk management, having reviewed and discussed the unaudited financial statements in H1 2025 - The primary responsibility of the Audit Committee is to assist the Board in providing independent opinions on the company's financial reporting procedures, internal control, and risk management systems, and to oversee the audit process[58](index=58&type=chunk) - For the six months ended June 30, 2025, the Audit Committee held one meeting to review and discuss the Group's unaudited financial statements with the external auditors[58](index=58&type=chunk) [Remuneration Committee](index=17&type=section&id=Remuneration%20Committee) The Remuneration Committee is responsible for reviewing and formulating remuneration policies for directors and senior management, having met once in H1 2025 to review their compensation based on duties, experience, qualifications, and performance - The primary responsibility of the Remuneration Committee is to review and formulate remuneration policies for the directors and senior management of the company and to make recommendations on their remuneration packages[59](index=59&type=chunk) - For the six months ended June 30, 2025, the Remuneration Committee held one meeting to review the remuneration of the directors and senior management of the company[59](index=59&type=chunk) [Corporate Governance Code](index=17&type=section&id=Corporate%20Governance%20Code) As of June 30, 2025, the company complied with all Corporate Governance Code provisions, except for the combined roles of Chairman and CEO held by Ms. Cao Xinyi, which the Board believes provides consistent leadership and operational efficiency - The company has complied with the code provisions set out in Part 2 of Appendix C1 to the Listing Rules, except for the deviation from code provision C.2.1 (separation of the roles of Chairman and Chief Executive)[60](index=60&type=chunk) - The Board believes that the combined roles of Chairman and Chief Executive Officer held by Ms. Cao Xinyi provide consistent leadership for the Group, which is beneficial for the execution of business strategies and enhances operational efficiency[60](index=60&type=chunk) - The Board has an appropriate checks and balances structure to provide sufficient oversight to safeguard the overall interests of the company and its shareholders[60](index=60&type=chunk) [Update on Directors' Information](index=18&type=section&id=Update%20on%20Directors'%20Information) Mr. Wu Yuk Keung retired as a director of Sany Heavy Equipment International Holdings Company Limited on May 28, 2025, with no other changes to directors' information requiring disclosure since the last annual report - On May 28, 2025, Mr. Wu Yuk Keung retired and ceased to be a director of Sany Heavy Equipment International Holdings Company Limited (stock code: 631), a company listed on the Stock Exchange, effective immediately[62](index=62&type=chunk) [Interim Dividend](index=18&type=section&id=Interim%20Dividend) The Board does not recommend declaring or paying an interim dividend for H1 2025, opting to retain sufficient cash reserves for market flexibility and to consider dividend matters at year-end based on full-year profits - The Board does not recommend declaring or paying an interim dividend for the six months ended June 30, 2025[63](index=63&type=chunk) - Management believes it is crucial to retain sufficient cash reserves to respond to changing market conditions and maintain greater flexibility for business in the second half of the year[63](index=63&type=chunk) - It is proposed that dividend matters be considered comprehensively at the end of 2025 based on the full-year profit situation[63](index=63&type=chunk) [Related Party Transactions](index=18&type=section&id=Related%20Party%20Transactions) Details of related party transactions in the Group's ordinary course of business are disclosed in the 2024 annual report and notes to this interim report, with the Board affirming they were conducted on normal commercial terms and complied with listing rules - Details of related party transactions conducted in the ordinary course of business by the Group are set out in Note 34 to the financial statements in the 2024 Annual Report and Note 19 to the unaudited interim financial report for the six months ended June 30, 2025[64](index=64&type=chunk) - The directors believe that the aforementioned related party transactions were conducted on normal commercial terms and in accordance with the agreements governing such transactions[121](index=121&type=chunk) [Standard Code for Securities Transactions by Directors](index=19&type=section&id=Standard%20Code%20for%20Securities%20Transactions%20by%20Directors) The company has adopted the Standard Code for directors' securities transactions, and all directors confirmed compliance with its provisions throughout H1 2025 - The company has adopted the Standard Code as the code of conduct for directors' own dealings in the company's securities[65](index=65&type=chunk) - Following specific enquiries made to all directors, each director has confirmed that they have complied with the required standards set out in the Standard Code throughout H1 2025[65](index=65&type=chunk) [Public Float](index=19&type=section&id=Public%20Float) The company has consistently maintained a public float of not less than 25% of its issued shares, in compliance with listing rules, throughout H1 2025 and up to the latest practicable date before this report's printing - The company has consistently maintained a public float of not less than **25%** of its issued shares in accordance with the Listing Rules[66](index=66&type=chunk) [Board of Directors](index=19&type=section&id=Board%20of%20Directors) The Board of Directors comprises four executive directors, one non-executive director, and three independent non-executive directors - The Board of Directors comprises executive directors, a non-executive director, and independent non-executive directors[67](index=67&type=chunk) Financial Statements [Consolidated Statement of Profit or Loss](index=20&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) In H1 2025, the company reported total revenue of 12,672 million HKD, gross profit of 300 million HKD, profit for the period of 133 million HKD, profit attributable to equity holders of 136 million HKD, and basic and diluted EPS of 0.051 HKD Consolidated Statement of Profit or Loss Summary | Indicator | H1 2025 (thousand HKD) | H1 2024 (thousand HKD) | | :--- | :--- | :--- | | Revenue | 12,672,225 | 19,854,020 | | Cost of Sales | (12,372,035) | (18,627,921) | | Gross Profit | 300,190 | 1,226,099 | | Other Income | 170,928 | 94,452 | | Administrative Expenses | (290,039) | (420,041) | | Profit from Operations | 181,079 | 900,510 | | Net Finance Costs | (67,760) | (55,942) | | Profit Before Tax | 101,142 | 939,260 | | Profit for the Period | 133,331 | 830,103 | | Profit Attributable to Equity Holders of the Company | 136,240 | 782,859 | | Basic and Diluted Earnings Per Share (HKD) | 0.051 | 0.294 | [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=21&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) In H1 2025, profit for the period was 133 million HKD, with other comprehensive income of 48 million HKD primarily from exchange differences on translation, resulting in a total comprehensive income of 181 million HKD, of which 182 million HKD was attributable to equity holders Consolidated Statement of Profit or Loss and Other Comprehensive Income Summary | Indicator | H1 2025 (thousand HKD) | H1 2024 (thousand HKD) | | :--- | :--- | :--- | | Profit for the Period | 133,331 | 830,103 | | Equity Investments Measured at Fair Value Through Other Comprehensive Income - Net Change in Fair Value Reserve | 1,136 | 1,451 | | Exchange Differences on Translation | 47,039 | (54,960) | | Other Comprehensive Income for the Period | 48,175 | (53,509) | | **Total Comprehensive Income for the Period** | **181,506** | **776,594** | | Attributable to Equity Holders of the Company | 182,756 | 746,888 | [Consolidated Statement of Financial Position](index=22&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, total assets were 14,472 million HKD, with non-current assets at 6,989 million HKD and current assets at 7,483 million HKD, resulting in total equity of 9,178 million HKD, of which 8,789 million HKD was attributable to equity holders Consolidated Statement of Financial Position Summary | Indicator | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Total Non-Current Assets | 6,988,995 | 7,038,412 | | Total Current Assets | 7,482,706 | 10,396,326 | | **Total Assets** | **14,471,701** | **17,434,738** | | Total Current Liabilities | 4,832,182 | 7,728,922 | | Total Non-Current Liabilities | 461,544 | 604,843 | | **Total Liabilities** | **5,293,726** | **8,333,765** | | **Net Assets** | **9,177,975** | **9,100,973** | | Total Equity Attributable to Equity Holders of the Company | 8,788,761 | 8,661,550 | | Non-Controlling Interests | 389,214 | 439,423 | | **Total Equity** | **9,177,975** | **9,100,973** | [Consolidated Statement of Changes in Equity](index=24&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) For H1 2025, total equity increased from 9,100 million HKD to 9,178 million HKD, primarily due to total comprehensive income of 181 million HKD, offset by share repurchases of 20 million HKD and dividends paid of 83 million HKD - Total equity as of January 1, 2025, was **9,100,973 thousand HKD**, increasing to **9,177,975 thousand HKD** as of June 30, 2025[76](index=76&type=chunk) - Total comprehensive income for the period was **181,506 thousand HKD**[76](index=76&type=chunk) - Share repurchases resulted in a decrease in equity of **20,878 thousand HKD**, and dividends paid totaled **83,626 thousand HKD**[76](index=76&type=chunk) [Condensed Consolidated Cash Flow Statement](index=26&type=section&id=Condensed%20Consolidated%20Cash%20Flow%20Statement) In H1 2025, net cash from operating activities significantly increased to 1,533 million HKD, while net cash used in investing activities was 127 million HKD and net cash used in financing activities was 997 million HKD, with cash and cash equivalents at period-end totaling 2,435 million HKD Condensed Consolidated Cash Flow Statement Summary | Indicator | H1 2025 (thousand HKD) | H1 2024 (thousand HKD) | | :--- | :--- | :--- | | Net Cash From Operating Activities | 1,533,285 | 378,935 | | Net Cash Used In Investing Activities | (126,939) | (747,750) | | Net Cash Used In Financing Activities | (997,159) | (379,310) | | Net Increase/(Decrease) in Cash and Cash Equivalents | 409,187 | (748,125) | | Cash and Cash Equivalents at End of Period | 2,435,165 | 2,192,803 | Notes to the Unaudited Interim Financial Report [1 Company Information](index=27&type=section&id=1%20Company%20Information) E-Commodities Holdings Limited, incorporated in the British Virgin Islands on September 17, 2007, primarily engages in trading coal and other commodities and providing integrated supply chain services - E-Commodities Holdings Limited was incorporated as a limited company in the British Virgin Islands on September 17, 2007[78](index=78&type=chunk) - The company and its subsidiaries are primarily engaged in trading coal and other commodities and providing integrated supply chain services[78](index=78&type=chunk) [2 Basis of Preparation](index=27&type=section&id=2%20Basis%20of%20Preparation) The interim financial report was prepared in accordance with the HKEX Listing Rules and IAS 34 "Interim Financial Reporting," and has been reviewed by KPMG - The interim financial report has been prepared in accordance with the applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, including compliance with International Accounting Standard 34 "Interim Financial Reporting"[79](index=79&type=chunk) - The interim financial report is unaudited but has been reviewed by KPMG in accordance with Hong Kong Standard on Review Engagements 2410[80](index=80&type=chunk) [3 Changes in Accounting Policies](index=27&type=section&id=3%20Changes%20in%20Accounting%20Policies) The Group applied amendments to IAS 21 "The Effects of Changes in Foreign Exchange Rates – Lack of Exchangeability" in this period, which had no significant impact due to the absence of relevant transactions, and no other new accounting standards were applied - The Group has applied the amendments to International Accounting Standard 21 "The Effects of Changes in Foreign Exchange Rates – Lack of Exchangeability" issued by the International Accounting Standards Board in this interim financial report during the current accounting period[81](index=81&type=chunk) - As the Group did not enter into any transactions denominated in foreign currencies that could not be exchanged into other currencies, these amendments had no significant impact on this interim report[81](index=81&type=chunk) [4 Revenue and Segment Reporting](index=28&type=section&id=4%20Revenue%20and%20Segment%20Reporting) The Group's revenue primarily stems from coal and other commodity trading and integrated supply chain services, with total revenue of 12,672 million HKD in H1 2025, predominantly from coal trading, and an increased share of overseas revenue - The Group is primarily engaged in trading coal and other commodities and providing integrated supply chain services[83](index=83&type=chunk) Revenue by Major Product or Service Line | Product or Service Line | H1 2025 (thousand HKD) | H1 2024 (thousand HKD) | | :--- | :--- | :--- | | Coal | 9,667,908 | 16,858,477 | | Provision of Integrated Supply Chain Services | 1,802,424 | 2,100,552 | | Oil and Petrochemical Products | 1,024,038 | 746,656 | | Coke | 89,018 | – | | Iron Ore | 77,356 | 112,917 | | Other | 11,481 | 35,418 | | **Total** | **12,672,225** | **19,854,020** | Revenue by Customer Geographical Location | Geographical Location | H1 2025 (thousand HKD) | H1 2024 (thousand HKD) | | :--- | :--- | :--- | | China (including Hong Kong, Macau and Taiwan) | 8,519,404 | 14,942,943 | | Indonesia | 1,219,331 | 1,835,536 | | Mongolia | 633,834 | 422,881 | | South Korea | 582,729 | 713,909 | | Malaysia | 554,927 | 1,011,534 | | India | 345,855 | 295,276 | | Vietnam | 293,593 | 128,650 | | Japan | 286,228 | 503,291 | | Canada | 180,359 | – | | Other | 55,965 | – | | **Total** | **12,672,225** | **19,854,020** | [5 Other Income](index=30&type=section&id=5%20Other%20Income) Other income in H1 2025 was 171 million HKD, mainly from net realized and unrealized gains on derivative financial instruments and structured deposit products (150 million HKD) and government grants (7.9 million HKD) Other Income Details | Item | H1 2025 (thousand HKD) | H1 2024 (thousand HKD) | | :--- | :--- | :--- | | Net Realized and Unrealized Gains on Derivative Financial Instruments and Structured Deposit Products | 150,246 | 60,965 | | Government Grants | 7,914 | 31,007 | | Other | 12,768 | 2,480 | | **Total** | **170,928** | **94,452** | - Net realized and unrealized gains on derivative financial instruments primarily refer to the Group's net gains from commodity futures contracts[89](index=89&type=chunk) [6 Profit Before Tax](index=31&type=section&id=6%20Profit%20Before%20Tax) In H1 2025, profit before tax was determined after deducting net finance costs of 68 million HKD, staff costs of 357 million HKD, amortization and depreciation of 283 million HKD, and net exchange losses of 36 million HKD Net Finance Costs Details | Item | H1 2025 (thousand HKD) | H1 2024 (thousand HKD) | | :--- | :--- | :--- | | Interest Income | (31,010) | (28,677) | | Total Interest Expense | 55,988 | 63,327 | | Net Exchange Loss | 35,789 | 10,373 | | Bank and Other Charges | 6,993 | 10,919 | | **Net Finance Costs** | **67,760** | **55,942** | Staff Costs Details | Item | H1 2025 (thousand HKD) | H1 2024 (thousand HKD) | | :--- | :--- | :--- | | Salaries, Wages, Bonuses and Other Benefits | 332,447 | 417,225 | | Contributions to Defined Contribution Retirement Plans | 24,636 | 18,491 | | **Total** | **357,083** | **435,716** | Other Items Details | Item | H1 2025 (thousand HKD) | H1 2024 (thousand HKD) | | :--- | :--- | :--- | | Amortization and Depreciation - Property, Plant and Equipment and Right-of-Use Assets | 271,023 | 192,076 | | Amortization and Depreciation - Intangible Assets | 12,247 | 11,121 | | Cost of Inventories - Carrying Amount of Inventories Sold | 10,798,385 | 16,835,005 | | Cost of Inventories - Write-down of Inventories | 27,743 | 144,710 | [7 Income Tax](index=32&type=section&id=7%20Income%20Tax) Income tax for H1 2025 was negative 32 million HKD, primarily due to deferred tax movements, with the company benefiting from a 15% preferential tax rate in certain regions and recognizing 6.2 million HKD in top-up tax expenses in Singapore under OECD Pillar Two Income Tax Details | Item | H1 2025 (thousand HKD) | H1 2024 (thousand HKD) | | :--- | :--- | :--- | | Current Tax – Hong Kong Profits Tax | 12,595 | 13,987 | | Current Tax – Outside Hong Kong | 49,411 | 120,061 | | Pillar Two Income Tax | 6,247 | – | | Under-provision in Prior Years | 1,578 | 7,562 | | Deferred Tax | (102,020) | (32,453) | | **Total** | **(32,189)** | **109,157** | - Certain subsidiaries of the Group enjoy a **15%** preferential tax rate in the Hainan Free Trade Port and Western Development regions[94](index=94&type=chunk) - The company obtained a High-tech Enterprise Certificate on October 29, 2024, and is subject to a **15%** income tax rate for the period from January 1, 2024, to December 31, 2026[95](index=95&type=chunk) - The Group recognized a current tax expense of **6,247,000 HKD** related to top-up tax for the six months ended June 30, 2025[97](index=97&type=chunk) [8 Earnings Per Share](index=34&type=section&id=8%20Earnings%20Per%20Share) Basic earnings per share for H1 2025 was 0.051 HKD, calculated based on profit attributable to equity holders of 136 million HKD and a weighted average of 2,646 million ordinary shares, with no dilutive effect - For the six months ended June 30, 2025, basic earnings per share was calculated based on profit attributable to equity holders of the company of **136,240,000 HKD** and a weighted average of **2,646,823,000** ordinary shares outstanding[98](index=98&type=chunk) - For the six months ended June 30, 2025 and 2024, basic and diluted earnings per share were the same as there were no potentially dilutive ordinary shares outstanding during the period[98](index=98&type=chunk) [9 Property, Plant and Equipment and Investment Properties](index=34&type=section&id=9%20Property,%20Plant%20and%20Equipment%20and%20Investment%20Properties) In H1 2025, the Group acquired 181 million HKD in property, plant and equipment, transferred 115 million HKD from construction in progress, and pledged 660 million HKD of these assets as collateral for borrowings as of June 30, 2025 - For the six months ended June 30, 2025, the Group acquired property, plant and equipment items amounting to **181,442,000 HKD**[99](index=99&type=chunk) - Construction in progress with a cost of **115,589,000 HKD** was transferred to property, plant and equipment[99](index=99&type=chunk) - As of June 30, 2025, the Group had pledged property, plant and equipment of **660,262,000 HKD** as collateral for the Group's borrowings, bills payable, and lease liabilities[99](index=99&type=chunk) [10 Other Non-Current Assets](index=35&type=section&id=10%20Other%20Non-Current%20Assets) As of June 30, 2025, total other non-current assets were 452 million HKD, primarily comprising loans to joint ventures of 388 million HKD, with an additional 37 million HKD provided and 22 million HKD repaid in H1 Other Non-Current Assets Details | Item | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Loans to Joint Ventures | 388,745 | 361,652 | | Prepayments for Property and Equipment and Construction in Progress | 63,900 | 63,126 | | **Total** | **452,645** | **424,778** | - In H1 2025, the Group provided additional loans of **4,800,000 USD** (equivalent to **37,679,000 HKD**) to joint ventures under the 2025 loan agreement[101](index=101&type=chunk) - Principal repayments of **2,853,000 USD** (equivalent to **22,399,000 HKD**) were received in H1 2025[101](index=101&type=chunk) [11 Inventories](index=35&type=section&id=11%20Inventories) As of June 30, 2025, total inventories amounted to 550 million HKD, with coal accounting for 461 million HKD, and no inventories were pledged as collateral for borrowings at the period-end Inventory Composition | Item | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Coal | 461,452 | 1,950,968 | | Other | 88,259 | 81,938 | | **Total** | **549,711** | **2,032,906** | - As of June 30, 2025, the Group had no pledged inventories (December 31, 2024: **224,968,000 HKD**) as collateral for the Group's borrowings and bills payable[102](index=102&type=chunk) [12 Trade and Other Receivables](index=36&type=section&id=12%20Trade%20and%20Other%20Receivables) As of June 30, 2025, total trade and other receivables were 2,999 million HKD, including trade receivables and bills receivable of 885 million HKD, with 510 million HKD of bills receivable pledged as collateral for borrowings Ageing Analysis of Trade and Other Receivables | Ageing | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Within 3 Months | 854,259 | 1,689,914 | | 3 to 6 Months | 29,530 | 18,953 | | 6 to 12 Months | 1,068 | - | | **Trade Receivables and Bills Receivable, Net of Loss Allowance** | **884,857** | **1,708,867** | | Bank Acceptance Bills | 708,384 | 1,108,107 | | Other Receivables | 82,471 | 166,769 | | Deposits and Prepayments | 840,004 | 819,419 | | Other Recoverable Taxes | 367,772 | 376,329 | | Derivative Financial Instruments | 115,521 | 87,414 | | **Total** | **2,999,009** | **4,379,085** | - As of June 30, 2025, the Group's bills receivable of **510,513,000 HKD** were pledged as collateral for the Group's borrowings and bills payable[105](index=105&type=chunk) [13 Restricted Bank Deposits](index=36&type=section&id=13%20Restricted%20Bank%20Deposits) As of June 30, 2025, the Group had pledged bank deposits 1,414 million HKD as collateral for borrowings and bank financing related to bills and letters of credit - As of June 30, 2025, the Group had pledged bank deposits of **1,414,156,000 HKD** as collateral for the Group's borrowings and bank financing related to bills and letters of credit issued by the Group[106](index=106&type=chunk) [14 Cash and Cash Equivalents](index=37&type=section&id=14%20Cash%20and%20Cash%20Equivalents) As of June 30, 2025, bank and cash on hand totaled 2,435 million HKD. Of this, 1,891 million HKD was held by Chinese entities in RMB, subject to Chinese government foreign exchange restrictions Cash and Cash Equivalents | Item | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Bank and Cash on Hand | 2,435,165 | 1,996,015 | - As of June 30, 2025, cash and cash equivalents of **1,891,318,000 HKD** were held by the Group's entities in China in RMB, and the remittance of funds out of China is subject to foreign exchange restrictions imposed by the Chinese government[107](index=107&type=chunk) [15 Trade and Other Payables](index=37&type=section&id=15%20Trade%20and%20Other%20Payables) As of June 30, 2025, total trade and other payables were 2,998 million HKD, including trade payables and bills payable of 2,121 million HKD. Bills payable totaled 1,734 million HKD, mostly pledged against restricted bank deposits and receivables Ageing Analysis of Trade Payables and Bills Payable | Ageing | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Within 3 Months | 880,603 | 2,802,014 | | Over 3 Months but Less Than 6 Months | 1,021,902 | 648,452 | | Over 6 Months but Less Than 1 Year | 209,323 | 94,623 | | Over 1 Year | 8,928 | 25,540 | | **Total Trade Payables and Bills Payable** | **2,120,756** | **3,570,629** | Bills Payable Analysis | Collateral Type | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Pledged by Restricted Bank Deposits, Bills Receivable and Structured Deposits | 1,287,555 | 1,970,417 | | Pledged by Restricted Bank Deposits, Property, Plant and Equipment, Land Use Rights and Inventories | 214,206 | 218,185 | | Pledged by Restricted Bank Deposits and Credit Guarantees | 231,993 | 37,942 | | **Total** | **1,733,754** | **2,226,544** | [16 Pledged Bank Loans](index=38&type=section&id=16%20Pledged%20Bank%20Loans) As of June 30, 2025, total pledged bank loans amounted to 1,663 million HKD. These loans were secured by various assets including trade receivables, restricted bank deposits, property, plant and equipment, land use rights, and credit guarantees Pledged Bank Loans Analysis | Collateral Type | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Pledged by Bills Receivable and Restricted Bank Deposits | 357,613 | 643,655 | | Pledged by Restricted Bank Deposits, Property, Plant and Equipment, Land Use Rights and Inventories | 655,191 | 711,745 | | Pledged by Restricted Bank Deposits and Credit Guarantees | 649,997 | 936,125 | | **Total** | **1,662,801** | **2,291,525** | [17 Capital, Reserves and Dividends](index=38&type=section&id=17%20Capital,%20Reserves%20and%20Dividends) 2025上半年，董事會不建議派發中期股息。期內批准的過往財政年度末期股息為每股0.013港元。截至2025年6月30日，已發行及已繳足普通股為2,673百萬股，股本為5,390百萬港元 - The Board does not recommend declaring or paying an interim dividend for the six months ended June 30, 2025[110](index=110&type=chunk) - The final dividend for the prior financial year approved in a subsequent interim period was **0.013 HKD** per share (**34,667 thousand HKD**)[111](index=111&type=chunk) Share Capital Movement | Item | June 30, 2025 (thousand shares) | June 30, 2025 (thousand HKD) | | :--- | :--- | :--- | | Existing Shares as of January 1 | 2,696,547 | 5,410,638 | | Cancelled Repurchased Shares | (23,458) | (20,878) | | **As of June 30** | **2,673,089** | **5,389,760** | [18 Fair Value Measurement of Financial Instruments](index=39&type=section&id=18%20Fair%20Value%20Measurement%20of%20Financial%20Instruments) The Group's financial assets and liabilities are measured at fair value across three levels, with derivative financial instruments (commodity futures contracts) classified as Level 1 and unlisted equity securities as Level 3, valued using an adjusted net asset method - Fair value measurements are categorized into three levels: Level 1 (quoted prices in active markets), Level 2 (observable input data), and Level 3 (significant unobservable input data)[115](index=115&type=chunk) Fair Value Measurement Classification of Financial Instruments (June 30, 2025) | Item | Fair Value (thousand HKD) | Level 1 (thousand HKD) | Level 2 (thousand HKD) | Level 3 (thousand HKD) | | :--- | :--- | :--- | :--- | :--- | | Derivative Financial Instruments - Commodity Futures Contracts | 115,521 | 115,521 | – | – | | Unlisted Equity Securities - Other Equity Investments | 57,456 | – | – | 57,456 | - Level 3 fair value measurement (unlisted equity securities) uses an adjusted net asset method, with a market illiquidity discount of **10%**[120](index=120&type=chunk) [19 Significant Related Party Transactions](index=41&type=section&id=19%20Significant%20Related%20Party%20Transactions) In H1 2025, the Group engaged in significant related party transactions with associates and joint ventures, including 1,417 million HKD in product sales, 643 million HKD in product purchases, and 677 million HKD in integrated supply chain services, with outstanding balances of 239 million HKD receivable and 182 million HKD payable Significant Related Party Transactions Details | Transaction Type | H1 2025 (thousand HKD) | H1 2024 (thousand HKD) | | :--- | :--- | :--- | | Sales of Products to Associates and Joint Ventures | 1,416,881 | 1,804,772 | | Purchases of Products from Associates and Joint Ventures | 643,155 | 231,834 | | Provision of Integrated Supply Chain Services and Other Services to Associates and Joint Ventures | 677,421 | 1,809,620 | | Disposal of Property, Plant and Equipment to Joint Ventures | 489 | 115,965 | Significant Related Party Balances | Balance Type | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Amounts Due from Associates and Joint Ventures | 239,251 | 496,882 | | Loans to Joint Ventures | 388,745 | 361,652 | | Amounts Due to Associates and Joint Ventures | 181,791 | 169,639 | | Contract Liabilities to Associates | 788 | 316 | [20 Commitments](index=42&type=section&id=20%20Commitments) As of June 30, 2025, the Group's total unfulfilled capital commitments amounted to 595 million HKD, including 322 million HKD for contracted acquisitions of property, plant and equipment Capital Commitments | Commitment Type | June 30, 2025 (thousand HKD) | December 31, 2024 (thousand HKD) | | :--- | :--- | :--- | | Authorized but Not Contracted for Acquisition of Property, Plant and Equipment | 273,682 | 645,924 | | Contracted for Acquisition of Property, Plant and Equipment | 321,747 | 468,538 | | **Total** | **595,429** | **1,114,462** | [21 Comparative Figures](index=42&type=section&id=21%20Comparative%20Figures) Certain comparative figures have been adjusted to conform to the current period's presentation - Certain comparative figures have been adjusted to conform to the current period's presentation[124](index=124&type=chunk) Review Report to the Board of Directors of E-Commodities Holdings Limited [Review Report to the Board of Directors of E-Commodities Holdings Limited](index=43&type=section&id=Review%20Report%20to%20the%20Board%20of%20Directors%20of%20E-Commodities%20Holdings%20Limited) KPMG reviewed E-Commodities Holdings Limited's interim financial report for H1 2025 in accordance with HKSRS 2410, concluding that nothing came to their attention to suggest the report was not prepared in all material respects in accordance with IAS 34 - KPMG has reviewed the interim financial report contained on pages 19 to 41[125](index=125&type=chunk) - The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Hong Kong Institute of Certified Public Accountants[126](index=126&type=chunk) - Based on our review, nothing has come to our attention that causes us to believe that the interim financial report as of June 30, 2025, is not prepared, in all material respects, in accordance with International Accounting Standard 34 "Interim Financial Reporting"[127](index=127&type=chunk)

康灃生物科技（上海）股份有限公司 Cryofocus Medtech (Shanghai) Co., Ltd. 康灃生物科技（上海）股份有限公司 （於中華人民共和國註冊成立的股份有限公司） 股份代號：6922 Interim Report 2025 中期報告 中期報告 2025 Cryofocus Medtech (Shanghai) Co., Ltd. 康灃生物科技（上海）股份有限公司 Cryofocus Medtech (Shanghai) Co., Ltd. 董事會 目錄 2 公司資料 4 財務摘要 5 管理層討論及分析 19 其他資料 27 中期簡明綜合損益表 28 中期簡明綜合全面收益表 29 中期簡明綜合財務狀況表 30 中期簡明綜合權益變動表 31 中期簡明綜合現金流量表 32 中期簡明綜合財務資料附註 44 釋義 公司資料 李克儉先生 （主席） 朱軍先生 （總經理） 劉偉先生 （首席財務官、董事會秘書兼聯席公司秘書） 非執行董事 呂世文先生 趙春生先生 獨立非執行董事 高大勇博士 梁顯治先生 覃正博士 胡赫男博士 執行董事 覃正博士 （主席） 梁顯治先生 李克儉先生 提名委員會 李克儉先生 （ ...

繼 年 報 披 露 之 資 料 後，本 公 司 董 事 會（「董事會」）謹 此 向 本 公 司 股 東 及 潛 在 投 資 者 提 供 以 下 有 關 本 公 司 購 股 權 計 劃（「該計劃」）之 補 充 資 料，該 等 資 料 載 於 董 事 會 報 告「購 股 權 計 劃」一 節： 購股權計劃 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不 負 責，對 其 準 確 性 或 完 整 性 亦 不 發 表 任 何 聲 明，並 明 確 表 示 概 不 就 因 本 公 告 全 部 或 任 何 部 分 內 容 而 產 生 或 因 依 賴 該 等 內 容 而 引 致 的 任 何 損 失 承 擔 任 何 責 任。 Champion Alliance International Holdings Limited 冠均國際控股有限公司 （於開曼群島註冊成立的成員有限公司） （股份代號：1629） 關於截至二零二四年十二月三十一日止年度之 年報的補充公告 茲 提 述 冠 均 國 際 控 股 有 限 公 司（「本公司」）於 二 零 二 五 年 四 月 三 十 日 刊 發 截 至 二 零 二 四 年 十 二 ...

Vital Innovations Holdings Limited 維太創科控股有限公司 於開曼群島註冊成立的有限公司 股份代號 INTERIM REPORT 2025 中期報告 目錄 | 公司資料 | 2 | | --- | --- | | 管理層討論與分析 | 4 | | 其他資料 | 11 | | 中期簡明綜合損益及其他全面收益表 | 16 | | 中期簡明綜合財務狀況表 | 17 | | 中期簡明綜合權益變動表 | 18 | | 中期簡明綜合現金流量表 | 19 | | 中期簡明綜合財務資料附註 | 20 | 維太創科控股有限公司 2025中期報告 公司資料 董事會 執行董事 榮秀麗 （主席） 榮勝利 （首席執行官） 殷緒全 （總裁） 王浩俊 獨立非執行董事 韓小京 黃邦俊 梁文輝 公司秘書 徐文龍 審核委員會 梁文輝 （主席） 黃邦俊 韓小京 薪酬委員會 韓小京 （主席） 榮秀麗 黃邦俊 提名委員會 榮秀麗 （主席） 韓小京 黃邦俊 風險管理委員會 王浩俊 （主席） 榮秀麗 榮勝利 授權代表 榮秀麗 徐文龍 核數師 天健國際會計師事務所有限公司 執業會計師 註冊公眾利益實體核數師 香港 灣仔 莊士 ...

[Corporate Information](index=2&type=section&id=Corporate%20Information) [Corporate Overview](index=2&type=section&id=Corporate%20Information%20Overview) This chapter provides basic corporate governance and contact information, including details of board members, principal offices, share registrars, principal bankers, auditors, and investor relations department - Executive Directors include Mr. Shi Nanlu (CEO), Mr. Jin Jianrong, and Ms. Chen Jing (re-designated as Executive Directors from June 20, 2025)[3](index=3&type=chunk) - The Non-executive Director is Mr. Shi Zhongan (Chairman)[3](index=3&type=chunk) - Independent Non-executive Directors are Mr. Lin Youyao, Mr. Xu Chengfa, and Mr. Yuan Yuan[3](index=3&type=chunk) - The company's auditor is Ernst & Young[7](index=7&type=chunk) [Investment Properties](index=5&type=section&id=Investment%20Properties) [Investment Properties Summary](index=5&type=section&id=Investment%20Properties%20Summary) As of June 30, 2025, the Group's total land reserve gross floor area was approximately 3,673,020 sqm, with major investment properties in Hangzhou, Shanghai, and Yuyao, primarily commercial complexes and properties - As of June 30, 2025, the Group's total land reserve gross floor area was approximately **3,673,020 sqm**[9](index=9&type=chunk) - Major Investment Properties (As of June 30, 2025) | Project | Location | Property Type | Gross Floor Area (sqm) | | :--- | :--- | :--- | :--- | | Guomao Building | Hangzhou, Zhejiang Province | Commercial Complex | 12,061 | | Yinlong Bay | Hangzhou, Zhejiang Province | Commercial Complex | 18,053 | | Hang Lung Plaza | Hangzhou, Zhejiang Province | Commercial Complex | 63,418 | | Integrated Service Center | Hangzhou, Zhejiang Province | Commercial Complex | 5,913 | | International Office Center | Hangzhou, Zhejiang Province | Commercial Complex | 55,671 | | Yilexuan | Shanghai | Commercial | 341 | | Shanshuiyuan | Hangzhou, Zhejiang Province | Commercial Complex | 936 | | Xixi New City (Building 1) | Hangzhou, Zhejiang Province | Commercial | 16,680 | | Yiwu Project | Hangzhou, Zhejiang Province | Commercial | 45,812 | | Zhong'an Plaza | Yuyao, Zhejiang Province | Commercial Complex | 92,489 | | Zhong'an Times Square (Phase I) | Yuyao, Zhejiang Province | Commercial Complex | 2,160 | | **Total** | | | **313,534** | [Major Properties Held for Development and/or Sales](index=6&type=section&id=Major%20Properties%20Held%20for%20Development%20and/or%20Sales) [Properties Under Development and/or Sales Summary](index=6&type=section&id=Properties%20Under%20Development%20and/or%20Sales%20Summary) This chapter lists the Group's major properties held for development and/or sales, covering various property types including commercial, hotel, office, and commercial complexes across Anhui, Ningbo, Hangzhou, Zhejiang, and Jiangsu, with a total land reserve gross floor area of 3,673,020 sqm - Major Properties Held for Development and/or Sales | Project | Location | Property Type | Site Area (sqm) | Gross Floor Area (sqm) | Land Reserve Gross Floor Area (sqm) | | :--- | :--- | :--- | :--- | :--- | :--- | | Huaibei Brilliant Hotel | Huaibei, Anhui Province | Commercial/Hotel | 60,768 | 67,060 | 67,060 | | Cixi New City | Cixi, Ningbo | Office/Commercial | 197,655 | 510,125 | 4,567 | | Mingcai City | Hangzhou, Zhejiang Province | Commercial | 26,087 | 78,261 | 4,799 | | Hangzhou Qiandao Lake Brilliant Resort & Spa | Hangzhou, Zhejiang Province | Commercial/Hotel | 119,398 | 46,691 | 46,691 | | Yinlong Bay | Hangzhou, Zhejiang Province | Commercial | 89,173 | 241,695 | 39,386 | | International Office Center (Block A) | Hangzhou, Zhejiang Province | Commercial Complex | 92,610 | 798,795 | 471,963 | | International Office Center (Blocks B & C) | Hangzhou, Zhejiang Province | Commercial Complex | 207,390 | 1,098,065 | 1,098,065 | | Longying Huijinzuo (Beigan Project) | Hangzhou/Xiaoshan | Commercial | 12,819 | 44,867 | 22,032 | | Tuankou Fenghuangshan Hot Spring Hotel | Hangzhou, Zhejiang Province | Commercial/Hotel | 37,500 | 63,502 | 63,502 | | Xin Nong Du | Zhejiang Province | Commercial | 991,736 | 1,217,335 | 1,055,987 | | Xixi New City | Hangzhou, Zhejiang Province | Office/Commercial | 39,703 | 83,391 | 665 | | Xuzhou New City | Xuzhou, Jiangsu | Commercial Complex | 154,802 | 562,371 | 562,371 | | Zhong'an Times Square (Phase I) | Yuyao, Zhejiang Province | Commercial Complex | 65,159 | 305,473 | 132,475 | | Zhong'an Times Square (Phase II) | Yuyao, Zhejiang Province | Commercial Complex | 71,519 | 322,912 | 103,458 | | **Total** | | | | | **3,673,020** | [Management Discussion and Analysis](index=8&type=section&id=Management%20Discussion%20and%20Analysis) [Overview](index=9&type=section&id=Overview) The Group is a large integrated enterprise with businesses spanning commercial development, hotel management, film, education, and cultural tourism, establishing a leading position in the Yangtze River Delta region; revenue and gross profit significantly decreased due to reduced property sales, but total equity remained at RMB 5.262 billion - The Group's core business segments include industrial real estate development, commercial operations, hotel management, industrial investment, and diversified new industries such as industrial services, rural cultural tourism, smart agricultural wholesale, film and television education, and digital health[16](index=16&type=chunk) - Key Financial Indicators for the Period | Indicator | Amount (RMB) | Y-o-Y Change (%) | | :--- | :--- | :--- | | Consolidated Revenue | 366 million | -87.5% | | Gross Profit | 77 million | -95.1% | | Gross Profit Margin | 21.0% | Decrease of 33.1 percentage points | | Total Equity (as of June 30, 2025) | 5.262 billion | - | | Cash Book Value (as of June 30, 2025) | 226 million | - | [Policy and Outlook](index=10&type=section&id=Policy%20and%20Outlook) China's 2025 real estate policy aims for 'stabilization and recovery' through a comprehensive package of 'four cancellations, four reductions, and two increases' to restore market confidence and drive quality-focused industry transformation, while the Group will maintain prudent operations, business innovation, and urban renewal - China's 2025 real estate policy focuses on 'stopping decline and stabilizing recovery', implementing a comprehensive package of 'four cancellations, four reductions, and two increases'[19](index=19&type=chunk)[22](index=22&type=chunk) - The 'four cancellations' include abolishing purchase restrictions, sales restrictions, price caps, and ordinary housing standards (partially retained in Beijing, Shanghai, Guangzhou, and Shenzhen)[19](index=19&type=chunk)[22](index=22&type=chunk) - The 'four reductions' include lowering down payment ratios, mortgage interest rates, existing mortgage interest rates, and transaction taxes and fees[19](index=19&type=chunk)[22](index=22&type=chunk) - The 'two increases' include adding **1 million units** for urban village renovation (monetized resettlement) and over **RMB 4 trillion** in financing for real estate enterprises on the 'white list'[19](index=19&type=chunk)[22](index=22&type=chunk) - The Group will continue to uphold a prudent operating philosophy, maintain financial stability, intensify business innovation, and steadfastly advance urban renewal projects[21](index=21&type=chunk)[23](index=23&type=chunk) [Development of Major Projects](index=11&type=section&id=Development%20of%20Major%20Projects) This chapter outlines the progress of the Group's major property development projects, including Hangzhou International Office Center (IOC) and Longying Huijinzuo (Binhe Yin), noting a significant decrease in recognized property sales and delivered gross floor area during the period - Hangzhou International Office Center (IOC) Block A3 is substantially sold out, and Block A2 sales are in line with expectations[24](index=24&type=chunk)[25](index=25&type=chunk) - The Longying Huijinzuo (Binhe Yin) project was completed in 2024, with sales for the period meeting expectations[27](index=27&type=chunk)[29](index=29&type=chunk) - Overview of Recognized Sales and Delivered Properties | Indicator | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Recognized Sales Amount | Approximately RMB 175.269 million | Approximately RMB 2.72353 billion | Significant decrease | | Total Gross Floor Area Delivered | Approximately 10,415 sqm | Approximately 73,493 sqm | Significant decrease | - Details of Projects with Recognized Sales for the Period | Project | Region | Recognized Amount (RMB million) | Recognized Sales Area (sqm) | | :--- | :--- | :--- | :--- | | Longying Huijinzuo (Binhe Yin) | Hangzhou | 133.8 | 6,212 | | Mingcai City | Hangzhou | 28.8 | 2,225 | | Zhong'an Times Square Phase II | Yuyao | 6.9 | 1,200 | | Cixi New City | Cixi | 5.4 | 778 | | Other remaining properties | Hangzhou | 0.4 | – | | **Total** | | **175.3** | **10,415** | [Contracted Sales](index=13&type=section&id=Contracted%20Sales) During the period, the Group's contracted sales area and contracted sales revenue both significantly decreased compared to the same period last year - Overview of Contracted Sales | Indicator | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Contracted Sales Area | Approximately 14,981 sqm | Approximately 29,997 sqm | Decrease of approximately 50% | | Contracted Sales Revenue | Approximately RMB 326.848 million | Approximately RMB 663.35 million | Decrease of approximately 50.7% | - Details of Major Project Contracted Sales for the Period | Project | Region | Contracted Amount (RMB million) | Contracted Sales Area (sqm) | | :--- | :--- | :--- | :--- | | International Office Center (IOC) A2 | Hangzhou | 195.9 | 4,845 | | Xin Nong Du | Hangzhou | 74.5 | 7,489 | | Longying Huijinzuo (Binhe Yin) | Hangzhou | 48.2 | 1,943 | | Mingcai City | Hangzhou | 5.0 | 312 | | Cixi New City | Cixi | 2.8 | 392 | | Zhong'an Times Square Phase II | Yuyao | 0.5 | – | | Chaoyang Ginza | Hangzhou | 0.1 | – | | **Total** | | **326.8** | **14,981** | [Hotel Management](index=13&type=section&id=Hotel%20Management) The Group's hotel management revenue decreased due to a weak market and lower occupancy rates, managing four self-owned hotels during the period - Hotel Management Revenue and Occupancy Rate | Indicator | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Hotel Management Revenue | Approximately RMB 99.181 million | Approximately RMB 112.651 million | Decrease of approximately RMB 13.47 million | | Average Occupancy Rate | Approximately 60% | Approximately 62% | Decrease of 2 percentage points | - The Group manages four self-owned hotels, including Holiday Inn Hangzhou Xiaoshan, Hangzhou Qiandao Lake Brilliant Resort & Spa, Ningbo Brilliant Hotel, and Huaibei Brilliant Hotel[35](index=35&type=chunk) [Commercial Operation](index=14&type=section&id=Commercial%20Operation) The Group's total commercial operation revenue increased, primarily driven by new community commercial projects, higher occupancy at Yuyao Zhong'an Plaza, and increased per-square-meter rent at Yiwu Zhong'an Plaza, despite a slight decrease in overall average occupancy rate - Commercial Operation Revenue and Occupancy Rate | Indicator | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | Y-o-Y Change | | :--- | :--- | :--- | :--- | | Total Commercial Operation Revenue | Approximately RMB 64.896 million | Approximately RMB 48.646 million | Increase of approximately RMB 16.25 million | | Average Occupancy Rate of Leased Properties | Approximately 80% | Approximately 84% | Decrease of 4 percentage points | - Revenue growth primarily benefited from revenue generation from new community commercial projects, increased occupancy at Yuyao Zhong'an Plaza, and higher per-square-meter rent at Yiwu Zhong'an Plaza[37](index=37&type=chunk)[39](index=39&type=chunk) [Land Reserve](index=14&type=section&id=Land%20Reserve) As of June 30, 2025, the Group's total land reserve gross floor area held for development and/or sales slightly decreased - Total Land Reserve Gross Floor Area | As of | Total Gross Floor Area (sqm) | | :--- | :--- | | June 30, 2025 | Approximately 3,673,020 | | December 31, 2024 | Approximately 3,690,924 | [Financial Performance Analysis](index=15&type=section&id=Financial%20Performance%20Analysis) During the period, the Group's consolidated revenue and gross profit significantly declined due to a substantial decrease in property sales, resulting in a loss; despite improved cost control efficiency, increased impairment of financial assets and property and equipment, along with higher finance costs, further impacted profitability - Overview of Revenue and Gross Profit | Indicator | Six Months Ended June 30, 2025 (RMB '000) | Six Months Ended June 30, 2024 (RMB '000) | Y-o-Y Change (RMB '000) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | :--- | | Consolidated Revenue | 366,307 | 2,921,774 | (2,555,467) | -87.5% | | Consolidated Gross Profit | 77,089 | 1,579,596 | (1,502,507) | -95.1% | | Gross Profit Margin | 21.0% | 54.1% | -33.1 percentage points | - | - Other Income and Gains | Indicator | Six Months Ended June 30, 2025 (RMB '000) | Six Months Ended June 30, 2024 (RMB '000) | Y-o-Y Change (RMB '000) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | :--- | | Other Income and Gains | 174,232 | 25,876 | 148,356 | 573.3% | - The increase in other income and gains was primarily due to the difference between the fair value of the Group's share of an associate's identifiable net assets and the investment cost, amounting to approximately **RMB 153.398 million**[44](index=44&type=chunk)[49](index=49&type=chunk) - Overview of Expenses and Costs | Indicator | Six Months Ended June 30, 2025 (RMB '000) | Six Months Ended June 30, 2024 (RMB '000) | Y-o-Y Change (RMB '000) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | :--- | | Selling and Distribution Expenses | 53,587 | 66,588 | (13,001) | -19.5% | | Administrative Expenses | 45,165 | 67,991 | (22,826) | -33.6% | | Other Expenses | 79,080 | 5,833 | 73,247 | 1,255.7% | | Finance Costs | 97,642 | 47,317 | 50,325 | 106.4% | - The decrease in selling and distribution expenses and administrative expenses was primarily due to the Group's effective implementation of cost management strategies[45](index=45&type=chunk)[46](index=46&type=chunk)[50](index=50&type=chunk)[51](index=51&type=chunk) - The significant increase in other expenses was primarily due to increased impairment of financial assets, property and equipment[52](index=52&type=chunk)[56](index=56&type=chunk) - The increase in finance costs was primarily due to a decrease in capitalized interest expenses and an increase in loan balances[53](index=53&type=chunk)[57](index=57&type=chunk) - Loss and Capital Expenditure for the Period | Indicator | Six Months Ended June 30, 2025 (RMB '000) | Six Months Ended June 30, 2024 (RMB '000) | | :--- | :--- | :--- | | Loss Attributable for the Period | (39,448) | 347,502 (Profit) | | Capital Expenditure on Property and Equipment | 31,016 | 24,835 | - The loss for the period was primarily due to a significant decrease in revenue generated from the sales of commercial property projects[54](index=54&type=chunk)[58](index=58&type=chunk) [Investments in an Associate](index=17&type=section&id=Investments%20in%20an%20Associate) As of June 30, 2025, the Company recorded an investment of approximately RMB 681.9 million in Zhejiang Xin Nong Du Holdings Group Co., Ltd., reclassified from a financial asset to an associate investment after the Group increased its equity stake to 42.5% - Investments in an Associate | Indicator | As of June 30, 2025 (RMB million) | As of December 31, 2024 (RMB million) | | :--- | :--- | :--- | | Investments in an associate | 681.9 | – | - The Group increased its equity stake in Zhejiang Xin Nong Du Holdings Group Co., Ltd. to **42.5%** through an equity transfer agreement and a deed of settlement, gaining significant influence[62](index=62&type=chunk)[64](index=64&type=chunk) - This equity interest was derecognized as a financial asset and recognized as an investment in an associate as of June 30, 2025[62](index=62&type=chunk)[64](index=64&type=chunk) [Significant Investments](index=17&type=section&id=Significant%20Investments) During the period, the Group did not hold any significant investments - During the period, the Group did not hold any significant investments[63](index=63&type=chunk)[65](index=65&type=chunk) [Capital Structure](index=18&type=section&id=Capital%20Structure) The Group's total cash and cash equivalents significantly decreased, while total interest-bearing bank and other borrowings increased, leading to a higher gearing ratio; the current ratio, however, improved - Cash and Cash Equivalents and Restricted Cash | Indicator | As of June 30, 2025 (RMB '000) | As of December 31, 2024 (RMB '000) | Y-o-Y Change (RMB '000) | | :--- | :--- | :--- | :--- | | Total cash and cash equivalents and restricted cash | 225,937 | 886,087 | (660,150) | - Current Ratio and Gearing Ratio | Indicator | As of June 30, 2025 | As of December 31, 2024 | | :--- | :--- | :--- | | Current Ratio | 1.67 | 1.12 | | Gearing Ratio | 52% | 46% | - Interest-Bearing Bank and Other Borrowings | Repayment Term | As of June 30, 2025 (RMB '000) | As of December 31, 2024 (RMB '000) | | :--- | :--- | :--- | | Within one year | 327,079 | 1,072,160 | | After one year | 4,127,840 | 2,327,020 | | **Total** | **4,454,919** | **3,399,180** | - As of June 30, 2025, approximately **RMB 1.043919 billion** of bank and other borrowings bore interest at fixed rates, with the remainder bearing interest at floating rates[68](index=68&type=chunk)[71](index=71&type=chunk) [Pledge of Assets](index=18&type=section&id=Pledge%20of%20Assets) As of June 30, 2025, approximately RMB 4.454919 billion of the Group's bank and other borrowings were secured by various pledged assets, with the total value of pledged assets increasing from the end of last year - Details of Pledged Assets | Asset Class | As of June 30, 2025 (RMB '000) | As of December 31, 2024 (RMB '000) | | :--- | :--- | :--- | | Property and equipment | 1,507,805 | 957,123 | | Investment properties | 3,005,621 | 3,043,315 | | Completed properties held for sale | 2,377,202 | 2,328,953 | | Investments in an associate | 318,475 | – | | **Total** | **7,209,103** | **6,329,391** | [Foreign Exchange Risk and Treasury Policies](index=19&type=section&id=Foreign%20Exchange%20Risk%20and%20Treasury%20Policies) The Group primarily operates in China with revenue, costs, and borrowings denominated in RMB, resulting in minimal foreign exchange rate fluctuation risk; it adopts a prudent treasury policy, holding cash mainly in short-term RMB deposits, and did not use any hedging instruments during the period - The Group primarily operates in China, with revenue, operating costs, and borrowings mainly denominated in RMB, resulting in minimal foreign exchange rate fluctuation risk[74](index=74&type=chunk)[79](index=79&type=chunk) - The Group's borrowing interest rates are floating and fixed, and upward fluctuations in interest rates will increase borrowing costs[74](index=74&type=chunk)[79](index=79&type=chunk) - The Group adopts a prudent treasury policy for cash and financial management, with cash typically held as short-term RMB deposits[75](index=75&type=chunk)[79](index=79&type=chunk) - No financial instruments were used for hedging purposes during the period[75](index=75&type=chunk)[79](index=79&type=chunk) [Guarantees and Contingent Liabilities](index=19&type=section&id=Guarantees%20and%20Contingent%20Liabilities) As of June 30, 2025, the Group's contingent liabilities primarily consisted of guarantees for property buyers' mortgage loans, with the total amount decreasing from the end of last year; directors believe the net realizable value of the related properties is sufficient to cover potential default risks - Overview of Contingent Liabilities | Indicator | As of June 30, 2025 (RMB '000) | As of December 31, 2024 (RMB '000) | | :--- | :--- | :--- | | Total contingent liabilities | 286,410 | 359,727 | - Contingent liabilities primarily consist of guarantees provided by the Group for mortgage loans granted by certain banks to buyers of the Group's properties[76](index=76&type=chunk)[80](index=80&type=chunk) - The directors believe that in the event of default, the net realizable value of the related properties would be sufficient to repay the outstanding mortgage loans and any accrued interest and penalties, thus no provision has been made for these guarantees[76](index=76&type=chunk) [Capital Commitments](index=19&type=section&id=Capital%20Commitments) As of June 30, 2025, the Group's capital commitments for property development expenditures slightly decreased and are expected to be funded by internal resources and bank borrowings - Capital Commitments for Property Development Expenditures | Indicator | As of June 30, 2025 (RMB '000) | As of December 31, 2024 (RMB '000) | | :--- | :--- | :--- | | Capital commitments for property development expenditures | 156,839 | 160,697 | - The Group expects to fund the related capital commitments through its internal resources and bank borrowings[77](index=77&type=chunk)[81](index=81&type=chunk) [Human Resources and Remuneration Policy](index=19&type=section&id=Human%20Resources%20and%20Remuneration%20Policy) As of June 30, 2025, the Group's employee headcount decreased; remuneration policy considers market conditions, industry standards, inflation, business performance, and employee performance, with annual appraisals and continuous training to enhance competitiveness - Number of Employees | As of | Number of Employees | | :--- | :--- | | June 30, 2025 | 1,147 | | December 31, 2024 | 1,232 | - Employee remuneration policy is determined by considering various factors such as local market salary conditions, overall industry salary levels, inflation, corporate operating performance, and employee performance[78](index=78&type=chunk)[82](index=82&type=chunk) - The Group conducts annual performance appraisals for employees, with results used for salary reviews and promotion assessments, and provides continuous education and training programs[78](index=78&type=chunk)[82](index=82&type=chunk) [Independent Review Report](index=20&type=section&id=Independent%20Review%20Report) [Independent Review Report Summary](index=20&type=section&id=Independent%20Review%20Report%20Summary) Ernst & Young has reviewed the Group's interim financial information for the six months ended June 30, 2025, in accordance with Hong Kong Standard on Review Engagements 2410, concluding no material matters indicating non-preparation in all material respects under International Accounting Standard 34 - The review was conducted by **Ernst & Young**[84](index=84&type=chunk)[90](index=90&type=chunk) - The scope of the review covered the interim financial information for the six months ended June 30, 2025, and complied with International Accounting Standard 34 'Interim Financial Reporting' and Hong Kong Standard on Review Engagements 2410[84](index=84&type=chunk)[86](index=86&type=chunk) - The review concluded that nothing has come to our attention that causes us to believe the interim financial information is not prepared, in all material respects, in accordance with International Accounting Standard 34[87](index=87&type=chunk)[89](index=89&type=chunk) [Interim Condensed Consolidated Statement of Profit or Loss](index=22&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) [Profit or Loss Summary](index=22&type=section&id=Profit%20or%20Loss%20Summary) For the six months ended June 30, 2025, the Group recorded a net loss of RMB 39.448 million, a significant turnaround from a profit in the prior year, primarily due to a substantial decrease in revenue and gross profit from property sales, despite an increase in other income and gains - Key Data from Interim Condensed Consolidated Statement of Profit or Loss | Indicator | 2025 (RMB '000) | 2024 (RMB '000) | Y-o-Y Change (RMB '000) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 366,307 | 2,921,774 | (2,555,467) | -87.5% | | Gross Profit | 77,089 | 1,579,596 | (1,502,507) | -95.1% | | Other Income and Gains | 174,232 | 25,876 | 148,356 | 573.3% | | Selling and Distribution Expenses | (53,587) | (66,588) | 13,001 | -19.5% | | Administrative Expenses | (45,165) | (67,991) | 22,826 | -33.6% | | Other Expenses | (79,080) | (5,833) | (73,247) | 1,255.7% | | Finance Costs | (97,642) | (47,317) | (50,325) | 106.4% | | Fair value changes of investment properties | (8,600) | (535,900) | 527,300 | -98.4% | | Loss/(Profit) before tax | (32,753) | 877,358 | (910,111) | -103.7% | | Income Tax Expense | (6,695) | (529,856) | 523,161 | -98.7% | | Loss/(Profit) for the period | (39,448) | 347,502 | (386,950) | -111.3% | | Loss/(Profit) attributable to owners of the parent | (35,522) | 377,789 | (413,311) | -109.4% | | Basic and diluted loss/(earnings) per share | RMB (1.77) cents | RMB 18.79 cents | - | - | [Interim Condensed Consolidated Statement of Comprehensive Income](index=23&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) [Comprehensive Income Summary](index=23&type=section&id=Comprehensive%20Income%20Summary) For the six months ended June 30, 2025, the Group recorded a total comprehensive loss of RMB 75.937 million, primarily due to the net loss for the period and exchange differences arising from the translation of overseas subsidiaries and operations - Key Data from Interim Condensed Consolidated Statement of Comprehensive Income | Indicator | 2025 (RMB '000) | 2024 (RMB '000) | Y-o-Y Change (RMB '000) | | :--- | :--- | :--- | | Loss/(Profit) for the period | (39,448) | 347,502 | (386,950) | | Exchange differences arising from translation of financial statements of overseas subsidiaries | (7,613) | 10,812 | (18,425) | | Exchange differences arising from translation of overseas operations | (12,467) | 5,690 | (18,157) | | Equity investments designated at fair value through other comprehensive income: fair value changes | (21,879) | (1,982) | (19,897) | | **Total comprehensive loss/(income) for the period** | **(75,937)** | **362,518** | **(438,455)** | | Total comprehensive loss/(income) attributable to owners of the parent | (72,011) | 392,805 | (464,816) | [Interim Condensed Consolidated Statement of Financial Position](index=24&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) [Financial Position Summary](index=24&type=section&id=Financial%20Position%20Summary) As of June 30, 2025, the Group's total assets and total liabilities both slightly decreased, leading to a reduction in net assets and total equity; however, net current assets significantly increased, primarily due to a substantial decrease in current liabilities - Key Data from Interim Condensed Consolidated Statement of Financial Position | Indicator | June 30, 2025 (RMB '000) | December 31, 2024 (RMB '000) | Change (RMB '000) | | :--- | :--- | :--- | :--- | | Total non-current assets | 7,875,606 | 7,736,991 | 138,615 | | Total current assets | 5,406,824 | 5,648,736 | (241,912) | | **Total assets** | **13,282,430** | **13,385,727** | **(103,297)** | | Total current liabilities | 3,229,136 | 5,055,477 | (1,826,341) | | Total non-current liabilities | 4,790,813 | 2,988,116 | 1,802,697 | | **Total liabilities** | **8,019,949** | **8,043,593** | **(23,644)** | | **Net assets** | **5,262,481** | **5,342,134** | **(79,653)** | | Total equity | 5,262,481 | 5,342,134 | (79,653) | | Net current assets | 2,177,688 | 593,259 | 1,584,429 | - Amounts due from related companies significantly increased from **RMB 237.788 million** to **RMB 965.03 million**[95](index=95&type=chunk) - Contract liabilities significantly decreased from **RMB 923.714 million** to **RMB 286.895 million**[95](index=95&type=chunk) - Non-current interest-bearing bank and other borrowings significantly increased from **RMB 2.32702 billion** to **RMB 4.12784 billion**[96](index=96&type=chunk) [Interim Condensed Consolidated Statement of Changes in Equity](index=26&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) [Changes in Equity Summary](index=26&type=section&id=Changes%20in%20Equity%20Summary) For the six months ended June 30, 2025, the Group's total equity decreased, primarily due to the loss for the period and other comprehensive losses, partially offset by capital contributions from non-controlling shareholders - Overview of Changes in Equity | Indicator | As of January 1, 2025 (RMB '000) | Changes for the Period (RMB '000) | As of June 30, 2025 (RMB '000) | | :--- | :--- | :--- | :--- | | Equity attributable to owners of the parent | 5,265,498 | (76,127) | 5,189,371 | | Non-controlling interests | 76,636 | (3,526) | 73,110 | | **Total equity** | **5,342,134** | **(79,653)** | **5,262,481** | - Loss attributable to owners of the parent for the period was **RMB 35.522 million**[98](index=98&type=chunk) - Total comprehensive loss for the period was **RMB 75.937 million**, of which **RMB 72.011 million** was attributable to owners of the parent[98](index=98&type=chunk) - Capital contribution from non-controlling shareholders was **RMB 400,000**[98](index=98&type=chunk) [Interim Condensed Consolidated Statement of Cash Flows](index=27&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) [Cash Flows Summary](index=27&type=section&id=Cash%20Flows%20Summary) For the six months ended June 30, 2025, the Group experienced significant net cash outflows from both operating and investing activities, and despite net cash inflows from financing activities, overall cash and cash equivalents substantially decreased - Key Data from Interim Condensed Consolidated Statement of Cash Flows | Indicator | 2025 (RMB '000) | 2024 (RMB '000) | Change (RMB '000) | | :--- | :--- | :--- | :--- | | Net cash (used in)/generated from operating activities | (839,404) | 193,901 | (1,033,305) | | Net cash used in investing activities | (838,082) | (119,191) | (718,891) | | Net cash generated from/(used in) financing activities | 1,046,713 | (130,927) | 1,177,640 | | Net decrease in cash and cash equivalents | (630,773) | (56,217) | (574,556) | | Cash and cash equivalents at end of period | 208,647 | 123,710 | 84,937 | - In investing activities, an increase in amounts due from an associate of **RMB 727.242 million** led to cash outflow[101](index=101&type=chunk) - In financing activities, new interest-bearing bank and other borrowings of **RMB 2.563919 billion** generated cash inflow[101](index=101&type=chunk) [Notes to Interim Condensed Consolidated Financial Information](index=29&type=section&id=Notes%20to%20Interim%20Condensed%20Consolidated%20Financial%20Information) [1. CORPORATE INFORMATION](index=29&type=section&id=1.%20CORPORATE%20INFORMATION) This note reiterates the Company's registration information, its nature as an investment holding company, and the Group's principal businesses in commercial property development, leasing, and hotel operations, with the ultimate holding company being Quanhao Management Limited - The Company was incorporated in the Cayman Islands as an exempted company with limited liability on **July 2, 2013**[102](index=102&type=chunk) - The Group is principally engaged in commercial property development, leasing, and hotel operations[103](index=103&type=chunk) - The Company's ultimate holding company is Quanhao Management Limited[104](index=104&type=chunk) [2. BASIS OF PREPARATION AND ACCOUNTING POLICIES](index=30&type=section&id=2.%20BASIS%20OF%20PREPARATION%20AND%20ACCOUNTING%20POLICIES) This interim condensed consolidated financial information is prepared in accordance with International Accounting Standard 34 and is consistent with the accounting policies adopted for the annual financial information for the year ended December 31, 2024, except for the initial adoption of the revised International Accounting Standard 21, which had no significant financial impact - The interim condensed consolidated financial information has been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting' issued by the International Accounting Standards Board[106](index=106&type=chunk) - The accounting policies are consistent with those adopted in the annual financial information for the year ended December 31, 2024, except for the initial adoption of the revised International Accounting Standard 21 'Lack of Exchangeability'[108](index=108&type=chunk)[111](index=111&type=chunk) - The new and revised standards did not have any significant financial impact on these financial statements[109](index=109&type=chunk)[112](index=112&type=chunk) [3. OPERATING SEGMENT INFORMATION](index=31&type=section&id=3.%20OPERATING%20SEGMENT%20INFORMATION) The Group has four reportable operating segments: commercial property development, property leasing, hotel operations, and other services; during the period, commercial property development revenue significantly decreased, while property leasing revenue increased, with all external customer revenue originating from mainland China - The Group's four reportable operating segments are: commercial property development, property leasing, hotel operations, and other services[113](index=113&type=chunk)[117](index=117&type=chunk) - Overview of Segment Revenue (RMB '000) | Segment | 2025 (Unaudited) | 2024 (Unaudited) | Y-o-Y Change (RMB '000) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | :--- | | Commercial property development | 175,269 | 2,723,530 | (2,548,261) | -93.6% | | Property leasing | 64,896 | 48,646 | 16,250 | 33.4% | | Hotel operations | 99,181 | 112,651 | (13,470) | -12.0% | | Other services | 26,961 | 36,947 | (9,986) | -27.0% | | **Total sales to external customers** | **366,307** | **2,921,774** | **(2,555,467)** | **-87.5%** | - Overview of Segment Results (RMB '000) | Segment | 2025 (Unaudited) | 2024 (Unaudited) | Change (RMB '000) | | :--- | :--- | :--- | :--- | | Commercial property development | (19,071) | 1,403,421 | (1,422,492) | | Property leasing | 12,049 | (426,319) | 438,368 | | Hotel operations | (20,646) | (30,498) | 9,852 | | Other services | 76,145 | (26,026) | 102,171 | | **Total segment results** | **48,477** | **920,578** | **(872,101)** | - All revenue from external customers was derived from mainland China[131](index=131&type=chunk) [4. REVENUE, OTHER INCOME AND GAINS](index=37&type=section&id=4.%20REVENUE,%20OTHER%20INCOME%20AND%20GAINS) This note provides a detailed analysis of the Group's revenue, other income, and gains; revenue from contracts with customers significantly decreased, while other income and gains substantially increased, primarily benefiting from gains on remeasurement of investments in an associate - Analysis of Revenue Sources (RMB '000) | Revenue Source | 2025 (Unaudited) | 2024 (Unaudited) | Y-o-Y Change (RMB '000) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue from contracts with customers | 301,411 | 2,873,128 | (2,571,717) | -89.5% | | Gross rental income from operating leases of investment properties | 64,896 | 48,646 | 16,250 | 33.4% | | **Total** | **366,307** | **2,921,774** | **(2,555,467)** | **-87.5%** | - Disaggregated Information of Revenue from Contracts with Customers (RMB '000) | Type of goods or services | 2025 (Unaudited) | 2024 (Unaudited) | Y-o-Y Change (RMB '000) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | :--- | | Sales of properties | 175,269 | 2,723,530 | (2,548,261) | -93.6% | | Hotel operation income | 99,181 | 112,651 | (13,470) | -12.0% | | Other services | 26,961 | 36,947 | (9,986) | -27.0% | | **Total** | **301,411** | **2,873,128** | **(2,571,717)** | **-89.5%** | - Details of Other Income and Gains (RMB '000) | Source | 2025 (Unaudited) | 2024 (Unaudited) | Y-o-Y Change (RMB '000) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | :--- | | Subsidy income | 570 | 80 | 490 | 612.5% | | Interest income | 16,412 | 4,097 | 12,315 | 300.6% | | Other income | 3,852 | 4,137 | (285) | -6.9% | | Gain on remeasurement of investment in an associate | 153,398 | – | 153,398 | Not applicable | | **Total** | **174,232** | **25,876** | **148,356** | **573.3%** | - The gain on remeasurement of investment in an associate of approximately **RMB 153.398 million** was primarily due to the difference between the fair value of the identifiable net assets of Zhejiang Xin Nong Du Holdings Group Co., Ltd. and the investment cost, after the Group increased its equity stake to **42.5%**[147](index=147&type=chunk) [5. LOSS/PROFIT BEFORE TAX](index=42&type=section&id=5.%20LOSS/PROFIT%20BEFORE%20TAX) This note lists the various expenses and gains contributing to the Group's loss before tax, including cost of properties sold, depreciation, staff costs, fair value loss on investment properties, and impairment provisions for financial assets and property and equipment, while also incorporating the gain on remeasurement of investment in an associate - Components of Loss/Profit Before Tax (RMB '000) | Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Cost of properties sold | 175,036 | 1,217,435 | | Depreciation of property and equipment | 57,275 | 62,147 | | Staff costs (including directors' and chief executive's emoluments) | 42,240 | 50,995 | | Fair value changes of investment properties | 8,600 | 535,900 | | Gain on remeasurement of investment in an associate | (153,398) | – | | Impairment provision for financial assets | 48,367 | – | | Impairment provision for property and equipment | 24,186 | – | | Impairment provision for right-of-use assets | 337 | – | [6. INCOME TAX EXPENSE](index=43&type=section&id=6.%20INCOME%20TAX%20EXPENSE) This note shows a significant decrease in the Group's income tax expense, primarily due to reductions in China income tax and Land Appreciation Tax (LAT); China income tax is levied at 25%, while LAT is levied at progressive rates from 30% to 60% - Details of Income Tax Expense (RMB '000) | Item | 2025 (Unaudited) | 2024 (Unaudited) | Y-o-Y Change (RMB '000) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | :--- | | China income tax for the period | 14,306 | 295,642 | (281,336) | -95.2% | | China Land Appreciation Tax for the period | 6,006 | 428,946 | (422,940) | -98.6% | | Deferred tax | (13,617) | (194,732) | 181,115 | -93.0% | | **Total tax expense for the period** | **6,695** | **529,856** | **(523,161)** | **-98.7%** | - China income tax is provided at the applicable tax rate of **25%**[153](index=153&type=chunk) - China Land Appreciation Tax is levied at progressive rates ranging from **30% to 60%** on the appreciation of land value[154](index=154&type=chunk) [7. (LOSS)/EARNINGS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT](index=44&type=section&id=7.%20(LOSS)/EARNINGS%20PER%20SHARE%20ATTRIBUTABLE%20TO%20ORDINARY%20EQUITY%20HOLDERS%20OF%20THE%20PARENT) This note discloses the Group's basic and diluted loss per share for the six months ended June 30, 2025, contrasting with the earnings per share for the same period last year - Loss/(Earnings) Per Share Data | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Loss/(Profit) attributable to ordinary equity holders of the parent (RMB '000) | (35,522) | 377,789 | | Weighted average number of ordinary shares in issue during the period | 2,010,768,000 | 2,010,768,000 | | **Basic and diluted loss/(earnings) per share** | **RMB (1.77) cents** | **RMB 18.79 cents** | - During the period ended June 30, 2025, the Group had no outstanding potential dilutive ordinary shares[160](index=160&type=chunk) [8. PROPERTY AND EQUIPMENT](index=45&type=section&id=8.%20PROPERTY%20AND%20EQUIPMENT) This note details changes in the Group's property and equipment, including additions, disposals, and impairment losses; as of June 30, 2025, a significant portion of property and equipment was pledged as collateral for bank loans - Changes in Property and Equipment (RMB '000) | Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Cost of additions to property and equipment | 31,016 | 24,835 | | Net book value of property and equipment disposed of | 3,625 | 7,337 | | Impairment loss on property and equipment | 24,186 | – | - As of June 30, 2025, property and equipment with a net book value of approximately **RMB 1.507805 billion** were pledged as collateral for the Group's interest-bearing bank loans[162](index=162&type=chunk) [9. INVESTMENT PROPERTIES](index=46&type=section&id=9.%20INVESTMENT%20PROPERTIES) This note discloses changes in the fair value and pledge status of the Group's investment properties; as of June 30, 2025, investment properties were revalued by independent valuers, resulting in a fair value loss, with most properties pledged as collateral - Fair Value Changes of Investment Properties (RMB '000) | Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Fair value changes of investment properties | (8,600) | (495,100) | | Disposal of investment properties held for sale | (19,900) | – | - The Group's investment properties as of June 30, 2025, were revalued at fair value with the assistance of independent professional qualified valuer, Huichen Appraisal Advisory Co., Ltd[165](index=165&type=chunk) - As of June 30, 2025, certain investment property items with a net book value of approximately **RMB 3.005621 billion** were pledged as collateral for the Group's interest-bearing bank and other borrowings[166](index=166&type=chunk) [10. PROPERTIES UNDER DEVELOPMENT](index=47&type=section&id=10.%20PROPERTIES%20UNDER%20DEVELOPMENT) This note describes the changes in the carrying value of the Group's properties under development, which slightly increased as of June 30, 2025, with most located in mainland China - Carrying Value of Properties Under Development (RMB '000) | Indicator | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Carrying value at end of period/year | 447,663 | 439,451 | | Carrying value at beginning of period/year | 439,451 | 3,317,279 | | Additions | 8,212 | 1,749,993 | - Except for one property located in Japan, the remaining properties under development of the Group are all located in mainland China[170](index=170&type=chunk) [11. EQUITY INVESTMENTS DESIGNATED AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME](index=48&type=section&id=11.%20EQUITY%20INVESTMENTS%20DESIGNATED%20AT%20FAIR%20VALUE%20THROUGH%20OTHER%20COMPREHENSIVE%20INCOME) This note explains that as of June 30, 2025, the Group's balance of equity investments designated at fair value through other comprehensive income was zero, as the investment in Zhejiang Xin Nong Du was reclassified as an investment in an associate - Equity Investments Designated at Fair Value Through Other Comprehensive Income (RMB '000) | As of | Amount | | :--- | :--- | | June 30, 2025 | – | | December 31, 2024 | 340,354 | - As the Group's equity stake in Zhejiang Xin Nong Du Holdings Group Co., Ltd. increased to **42.5%**, giving it significant influence, this equity interest was derecognized as a financial asset and recognized as an investment in an associate as of June 30, 2025[62](index=62&type=chunk)[173](index=173&type=chunk) [12. COMPLETED PROPERTIES HELD FOR SALE](index=48&type=section&id=12.%20COMPLETED%20PROPERTIES%20HELD%20FOR%20SALE) This note explains that the carrying value of the Group's completed properties held for sale decreased due to sales, with most properties pledged as collateral for borrowings - Carrying Value of Completed Properties Held for Sale (RMB '000) | Indicator | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Carrying value at end of period/year | 3,910,663 | 4,085,699 | | Cost of properties sold | (175,036) | (1,818,398) | - As of June 30, 2025, certain completed properties held for sale with a carrying value of **RMB 2.377202 billion** were pledged as collateral for the Group's interest-bearing bank and other borrowings[176](index=176&type=chunk) [13. TRADE RECEIVABLES](index=49&type=section&id=13.%20TRADE%20RECEIVABLES) This note provides an aging analysis of the Group's trade receivables, showing an increase in the total amount, with most due within six months - Aging Analysis of Trade Receivables (RMB '000) | Aging | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Within 6 months | 65,119 | 55,063 | | Over 6 months but within 1 year | 7,180 | 4,802 | | Over 1 year but within 2 years | 3,281 | 1,216 | | **Total** | **75,580** | **61,081** | [14. CASH AND CASH EQUIVALENTS AND RESTRICTED CASH](index=49&type=section&id=14.%20CASH%20AND%20CASH%20EQUIVALENTS%20AND%20RESTRICTED%20CASH) This note details the composition and changes in the Group's cash and cash equivalents and restricted cash; cash and bank balances significantly decreased, and restricted cash also decreased due to specific property development purposes - Cash and Cash Equivalents and Restricted Cash (RMB '000) | Indicator | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | Change (RMB '000) | | :--- | :--- | :--- | :--- | | Cash and bank balances | 225,937 | 886,087 | (660,150) | | Less: Restricted cash | 17,290 | 47,088 | (29,798) | | **Cash and cash equivalents** | **208,647** | **838,999** | **(630,352)** | - Restricted cash of approximately **RMB 17.29 million** (December 31, 2024: RMB 47.088 million) was held in designated bank accounts for specific property development purposes[183](index=183&type=chunk) [15. TRADE PAYABLES](index=51&type=section&id=15.%20TRADE%20PAYABLES) This note provides an aging analysis of the Group's trade payables, showing a decrease in the total amount, with most due within six months; these amounts are unsecured, interest-free, and typically settled according to construction progress - Aging Analysis of Trade Payables (RMB '000) | Aging | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Within 6 months | 733,802 | 701,370 | | Over 6 months but within 1 year | 330,547 | 828,857 | | Over 1 year but within 2 years | 5,946 | 3,557 | | Over 2 years but within 3 years | 7,006 | 9,524 | | **Total** | **1,077,301** | **1,543,308** | - The above balances are unsecured and interest-free, and are generally paid according to construction progress[187](index=187&type=chunk) [16. INTEREST-BEARING BANK AND OTHER BORROWINGS](index=52&type=section&id=16.%20INTEREST-BEARING%20BANK%20AND%20OTHER%20BORROWINGS) This note details the composition, repayment terms, interest rates, and collateral for the Group's interest-bearing bank and other borrowings; total borrowings significantly increased, with a larger increase in non-current borrowings and a higher proportion of fixed-rate borrowings, and various Group assets are pledged as collateral - Total Interest-Bearing Bank and Other Borrowings (RMB '000) | Category | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | Change (RMB '000) | | :--- | :--- | :--- | :--- | | Current | 327,079 | 1,072,160 | (745,081) | | Non-current | 4,127,840 | 2,327,020 | 1,800,820 | | **Total** | **4,454,919** | **3,399,180** | **1,055,739** | - As of June 30, 2025, approximately **RMB 1.043919 billion** of bank and other borrowings bore interest at fixed rates, with all other bank loans bearing interest at floating rates[190](index=190&type=chunk) - Effective Interest Rate and Currency Denomination | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Effective interest rate | 5.10% | 4.73% | | Currency denomination | RMB | RMB | - Details of Pledged Assets (RMB '000) | Asset Class | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Completed properties held for sale | 2,377,202 | 2,328,953 | | Property and equipment | 1,507,805 | 957,123 | | Investment properties | 3,005,621 | 3,043,315 | | Investments in an associate | 318,475 | – | | **Total** | **7,209,103** | **6,329,391** | - As of June 30, 2025, the Group had no borrowings guaranteed by Mr. Shi Zhongan, a non-executive director[196](index=196&type=chunk) [17. SHARE CAPITAL](index=55&type=section&id=17.%20SHARE%20CAPITAL) This note indicates that the Company's authorized and issued share capital remained unchanged during the reporting period - Overview of Share Capital | Category | June 30, 2025 (RMB '000) | December 31, 2024 (RMB '000) | | :--- | :--- | :--- | | Authorized share capital (5,000,000,000 ordinary shares of HKD 0.10 each) | HKD 500,000 | HKD 500,000 | | Issued and fully paid share capital (2,010,768,000 ordinary shares of HKD 0.10 each) | 160,220 | 160,220 | [18. RELATED PARTY TRANSACTIONS](index=56&type=section&id=18.%20RELATED%20PARTY%20TRANSACTIONS) This note details the Group's outstanding balances and transactions with related parties, including a significant increase in amounts due from Zhong'an Group Co., Ltd., loans provided to related companies, and payments for property services - Outstanding Balances with Related Parties (RMB '000) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Amounts due from Zhong'an Group Co., Ltd. | 965,030 | 237,788 | | Amounts due to related companies (fellow subsidiaries) | 45,315 | 46,479 | - Amounts due from Zhong'an Group Co., Ltd. bear interest at an annual rate of **5%**, are unsecured, and have no fixed repayment terms[200](index=200&type=chunk) - Amounts due to fellow subsidiaries are interest-free, unsecured, and have no fixed repayment terms[206](index=206&type=chunk) - Transactions with Related Parties (RMB '000) | Type of Transaction | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Repayment to related companies (fellow subsidiaries) | 1,164 | 282,300 | | Loans provided to related companies (fellow subsidiaries) | 727,242 | 237,788 | | Property management fees | 4,576 | 5,649 | | Community value-added service fees | 80 | 499 | | Value-added service fees primarily provided to property developers | 892 | 3,669 | | **Total property service fees** | **5,548** | **9,817** | | Total remuneration for key management personnel | 2,950 | 3,222 | [19. COMMITMENTS](index=61&type=section&id=19.%20COMMITMENTS) This note discloses the Group's capital commitments for property development expenditures as of the end of the reporting period, with the total amount remaining relatively stable - Capital Commitments for Property Development Expenditures (RMB '000) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Contracted but not provided for: properties under development | 156,839 | 160,697 | [20. CONTINGENT LIABILITIES](index=62&type=section&id=20.%20CONTINGENT%20LIABILITIES) This note explains that the Group's guarantees for property buyers' mortgage loans constitute contingent liabilities, with the total amount decreasing; directors believe the net realizable value of the related properties is sufficient to cover potential default risks, thus no provision has been made - Overview of Contingent Liabilities (RMB '000) | Item | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Guarantees given to banks for mortgage loans granted to purchasers of the Group's properties | 286,410 | 359,727 | - The Group provided guarantees for mortgage loans granted by certain banks to purchasers of the Group's properties[227](index=227&type=chunk) - The directors believe that in the event of default, the net realizable value of the related properties would be sufficient to repay the outstanding mortgage loans and any accrued interest and penalties, thus no provision has been made for these guarantees[228](index=228&type=chunk) [21. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS](index=63&type=section&id=21.%20FAIR%20VALUE%20AND%20FAIR%20VALUE%20HIERARCHY%20OF%20FINANCIAL%20INSTRUMENTS) This note elaborates on the fair value measurement of the Group's financial instruments and their classification within the fair value hierarchy; the fair value of fixed-rate interest-bearing borrowings is calculated by discounting future cash flows, while unlisted equity investments use market valuation methods, with no fair value measurement transfers between levels during the period - Fair Value of Interest-Bearing Bank and Other Borrowings (RMB '000) | Indicator | June 30, 2025 (Unaudited) | December 31, 2024 (Unaudited) | | :--- | :--- | :--- | | Carrying value | 1,043,919 | 390,680 | | Fair value | 1,061,253 | 412,601 | - Management has assessed that the fair values of current financial instruments such as cash and cash equivalents, current portion of restricted cash, trade receivables, and trade payables approximate their carrying values[232](index=232&type=chunk) - The fair value of unlisted equity investments is estimated using market valuation approaches, considering discounts for lack of marketability[236](index=236&type=chunk)[242](index=242&type=chunk) - The fair value hierarchy is categorized into three levels: Level 1 (quoted prices in active markets), Level 2 (significant observable inputs), and Level 3 (significant unobservable inputs)[246](index=246&type=chunk) - Fair Value Measurement Hierarchy of Financial Instruments (RMB '000) | Item | Level 1 | Level 2 | Level 3 | Total | | :--- | :--- | :--- | :--- | :--- | | June 30, 2025: Financial assets at fair value through profit or loss | 36 | – | – | 36 | | June 30, 2025: Equity investments designated at fair value through other comprehensive income | – | – | – | – | | December 31, 2024: Financial assets at fair value through profit or loss | 37 | – | – | 37 | | December 31, 2024: Equity investments designated at fair value through other comprehensive income | – | – | 340,354 | 340,354 | - During the reporting period, there were no transfers between Level 1 and Level 2 fair value measurements, and no transfers into or out of Level 3[253](index=253&type=chunk) [22. EVENT AFTER THE REPORTING PERIOD](index=68&type=section&id=22.%20EVENT%20AFTER%20THE%20REPORTING%20PERIOD) This note discloses a significant event after the reporting period, specifically the Company's repurchase and cancellation of shares in July 2025, arising from the Xin Nong Du acquisition transaction - In July 2025, the Company repurchased and cancelled **166,744,883 shares** arising from the Xin Nong Du acquisition transaction[251](index=251&type=chunk)[254](index=254&type=chunk) [23. APPROVAL OF THE INTERIM CONDENSED FINANCIAL STATEMENTS](index=68&type=section&id=23.%20APPROVAL%20OF%20THE%20INTERIM%20CONDENSED%20FINANCIAL%20STATEMENTS) This note confirms that the interim condensed financial statements were approved and authorized for issue by the Board of Directors on August 22, 2025 - The interim condensed financial statements were approved and authorized for issue by the Board of Directors on **August 22, 2025**[252](index=252&type=chunk)[255](index=255&type=chunk) [Other Information](index=68&type=section&id=Other%20Information) [DIRECTORS' AND CHIEF EXECUTIVE'S INTERESTS AND SHORT POSITIONS IN THE SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY OR ANY ASSOCIATED CORPORATION](index=69&type=section&id=DIRECTORS'%20AND%20CHIEF%20EXECUTIVE'S%20INTERESTS%20AND%20SHORT%20POSITIONS%20IN%20THE%20SHARES,%20UNDERLYING%20SHARES%20AND%20DEBENTURES%20OF%20THE%20COMPANY%20OR%20ANY%20ASSOCIATED%20CORPORATION) This chapter discloses the interests and short positions of directors and the chief executive in the shares, underlying shares, and debentures of the Company or any associated corporation, with Mr. Shi Zhongan holding significant long positions in the Company and Zhong'an Group Co., Ltd. through controlled corporations - Mr. Shi Zhongan holds **1,358,859,594 shares** in the Company (representing approximately **67.58%** of the equity interest) through controlled corporations[258](index=258&type=chunk)[265](index=265&type=chunk) - Mr. Shi Zhongan holds **3,262,411,200 shares** in Zhong'an Group Co., Ltd. (representing approximately **57.89%** of the equity interest) through controlled corporations[258](index=258&type=chunk)[265](index=265&type=chunk) - Mr. Shi Zhongan wholly owns Quanhao Management Limited[258](index=258&type=chunk) [DIRECTORS' RIGHTS TO ACQUIRE SHARES OR DEBENTURES](index=70&type=section&id=DIRECTORS'%20RIGHTS%20TO%20ACQUIRE%20SHARES%20OR%20DEBENTURES) During the period, no rights to acquire benefits by way of acquisition of shares or debentures of the Company were granted to or exercised by any director or their respective spouses or minor children - At no time during the period were any rights granted to or exercised by any director or their respective spouses or minor children to acquire benefits by way of acquisition of shares or debentures of the Company[261](index=261&type=chunk)[264](index=264&type=chunk) [SUBSTANTIAL SHAREHOLDERS' INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES](index=71&type=section&id=SUBSTANTIAL%20SHAREHOLDERS'%20INTERESTS%20AND%20SHORT%20POSITIONS%20IN%20SHARES%20AND%20UNDERLYING%20SHARES) This chapter lists substantial shareholders, other than directors and the chief executive, with interests or short positions in the Company's shares and underlying shares, primarily Ideal World, Zhong'an, and Quanhao, all related to Mr. Shi Zhongan - Substantial Shareholders' Interests in Shares (Long Positions) | Name of Shareholder | Capacity/Nature of Interest | Number of Shares Held | Percentage of the Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | Ideal World | Beneficial owner | 1,327,556,000 shares | 66.02% | | Zhong'an | Interest in controlled corporation | 1,327,556,000 shares | 66.02% | | Quanhao | Interest in controlled corporation | 1,327,556,000 shares | 66.02% | | Quanhao | Beneficial owner | 31,303,594 shares | 1.56% | - Ideal World is a wholly-owned subsidiary of Zhong'an, and approximately **57.89%** of Zhong'an's entire issued share capital is owned by Quanhao (wholly owned by Mr. Shi Zhongan)[267](index=267&type=chunk) [SHARE OPTION SCHEME](index=72&type=section&id=SHARE%20OPTION%20SCHEME) The Company's share option scheme expired on May 19, 2025, and as of that date, there were no outstanding share options under the scheme - The Company's share option scheme was adopted on **May 20, 2015**, and expired on **May 19, 2025**[270](index=270&type=chunk)[275](index=275&type=chunk) - As of **January 1, 2025**, and **May 19, 2025** (the expiry date of the scheme), there were no outstanding share options under the scheme[270](index=270&type=chunk)[275](index=275&type=chunk) [INTERIM DIVIDEND](index=72&type=section&id=INTERIM%20DIVIDEND) The Board of Directors does not recommend the payment of any interim dividend for the current period - The Board does not recommend the payment of any interim dividend for the current period (six months ended June 30, 2024: nil)[271](index=271&type=chunk)[276](index=276&type=chunk) [COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE](index=72&type=section&id=COMPLIANCE%20WITH%20THE%20CORPORATE%20GOVERNANCE%20CODE) The Board has reviewed the Company's corporate governance practices and confirms compliance with the applicable provisions of the Corporate Governance Code during the period and up to the report date - The Board has adopted the applicable principles and code provisions of the Corporate Governance Code set out in Appendix C1 to the Listing Rules[272](index=272&type=chunk)[277](index=277&type=chunk) - The Board confirms that the Company has applied the principles and complied with the applicable code provisions of the Corporate Governance Code during the period and up to the date of this report[272](index=272&type=chunk)[277](index=277&type=chunk) [MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS](index=72&type=section&id=MODEL%20CODE%20FOR%20SECURITIES%20TRANSACTIONS%20BY%20DIRECTORS) The Company has adopted a code of conduct for directors' securities transactions no less exacting than the Model Code in Appendix C3 of the Listing Rules, and all directors confirmed compliance during the period - The Company has adopted a code of conduct for directors' securities transactions on terms no less exacting than the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 to the Listing Rules[273](index=273&type=chunk)[278](index=278&type=chunk) - All directors have confirmed that they have complied with the required standards set out in the Model Code and the Company's code of conduct for securities transactions during the period[274](index=274&type=chunk)[278](index=278&type=chunk) [REVIEW OF THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENT](index=73&type=section&id=REVIEW%20OF%20THE%20UNAUDITED%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENT) The Company's Audit Committee, comprising three independent non-executive directors, has reviewed the unaudited interim condensed consolidated financial information for the period with management and the auditor, Ernst & Young - The Audit Committee is chaired by Mr. Lin Youyao, with other members being Mr. Xu Chengfa and Mr. Yuan Yuan, all of whom are independent non-executive directors[279](index=279&type=chunk)[283](index=283&type=chunk) - The interim condensed consolidated financial information for the period is unaudited but has been reviewed by the Audit Committee and the Company's auditor, Ernst & Young[279](index=279&type=chunk)[283](index=283&type=chunk) [PURCHASE, SALE OR REDEMPTION OF LISTED SECURITIES OF THE COMPANY](index=73&type=section&id=PURCHASE,%20SALE%20OR%20REDEMPTION%20OF%20LISTED%20SECURITIES%20OF%20THE%20COMPANY) During the period, neither the Company nor any of its subsidiaries repurchased, sold, or redeemed any of its shares - During the period, neither the Company nor any of its subsidiaries repurchased, sold, or redeemed any of its shares[280](index=280&type=chunk)[284](index=284&type=chunk) [MATERIAL CHANGES](index=73&type=section&id=MATERIAL%20CHANGES) Except as disclosed in this interim report, there have been no material changes concerning the Group's business development, prospects, or financial position, nor any significant events affecting the Group since the publication of the Company's 2024 annual report - Except as disclosed in this interim report, there have been no material changes concerning the Group's business development, prospects, or financial position, nor any significant events affecting the Group since the publication of the Company's 2024 annual report[281](index=281&type=chunk)[285](index=285&type=chunk) [EVENTS AFTER THE REPORTING PERIOD](index=73&type=section&id=EVENTS%20AFTER%20THE%20REPORTING%20PERIOD) This chapter discloses a significant event after the reporting period, specifically the Company's repurchase and cancellation of shares in July 2025 arising from the Xin Nong Du acquisition transaction, with no other material matters - In July 2025, the Company repurchased and cancelled **166,744,883 shares** arising from the Xin Nong Du acquisition transaction[282](index=282&type=chunk)[286](index=286&type=chunk) - Save as disclosed above, the Board is not aware of any other material events that have occurred after June 30, 2025, and up to the date of this report that require disclosure[282](index=282&type=chunk)[286](index=286&type=chunk)

[Company Information](index=3&type=section&id=Company%20Information) Weili Holdings Limited (Stock Code: 2372) is an investment holding company incorporated in the Cayman Islands, primarily engaged in the manufacturing and sale of cigarette packaging paper in China, with key information on its board, committees, and other essential personnel detailed for the reporting period - The company was incorporated in the Cayman Islands on **April 21, 2021**, primarily engaged in the manufacturing and sale of cigarette packaging paper in China[26](index=26&type=chunk) - The company's shares have been listed on the Main Board of The Stock Exchange of Hong Kong Limited since **June 30, 2022**[27](index=27&type=chunk) Board of Directors | Position | Name | | :--- | :--- | | Executive Directors | Mr. Chen Weizhuang (Chairman), Mr. Yu Tianbing (Chief Executive Officer) | | Non-executive Director | Mr. Hu Haoran | | Independent Non-executive Directors | Mr. Liu Yimin, Mr. Chen Yangde, Ms. Feng Yuan | [Interim Condensed Consolidated Statement of Profit or Loss](index=5&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) For the six months ended June 30, 2025, Weili Holdings achieved a profit of **RMB 1,020 thousand**, reversing a loss of **RMB 2,263 thousand** in the prior year, driven by effective cost control and reversal of financial asset impairment despite a **19.7% revenue decrease** to **RMB 45,844 thousand** Key Financial Data for the Six Months Ended June 30 (RMB thousand) | Indicator | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 45,844 | 57,061 | -19.7% | | Cost of sales | (39,109) | (52,034) | -24.8% | | Gross profit | 6,735 | 5,027 | +34.0% | | Operating profit/(loss) | 1,124 | (3,273) | N/A | | Profit/(loss) for the period | 1,020 | (2,263) | N/A | | Basic and diluted earnings/(loss) per share (RMB cents) | 0.1 | (0.3) | N/A | - Reversal of impairment loss on financial assets was **RMB 2,734 thousand**, significantly contributing to profit compared to **RMB 946 thousand** in the prior year period[14](index=14&type=chunk) [Interim Condensed Consolidated Statement of Comprehensive Income](index=6&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) For the six months ended June 30, 2025, the company reported total comprehensive profit of **RMB 1,020 thousand**, consistent with profit for the period, indicating no other comprehensive income or loss, a stark contrast to the **RMB 2,263 thousand** total comprehensive loss in the prior year Comprehensive Income for the Six Months Ended June 30 (RMB thousand) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Profit/(loss) for the period | 1,020 | (2,263) | | Other comprehensive income | – | – | | Total comprehensive profit/(loss) for the period | 1,020 | (2,263) | [Interim Condensed Consolidated Statement of Financial Position](index=7&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, total assets were **RMB 258,673 thousand**, slightly down from **RMB 261,747 thousand** at December 31, 2024, with net current assets increasing to **RMB 170,400 thousand**, indicating improved liquidity, alongside a significant decrease in trade receivables and an increase in inventories and cash Key Balance Sheet Data as of June 30 (RMB thousand) | Indicator | June 30, 2025 | December 31, 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Total assets | 258,673 | 261,747 | -1.2% | | Net current assets | 170,400 | 167,104 | +1.97% | | Trade receivables | 67,325 | 104,249 | -35.5% | | Inventories | 46,973 | 40,631 | +15.6% | | Cash and cash equivalents | 64,547 | 53,200 | +21.3% | | Bank borrowings | 10 | 2,000 | -99.5% | [Interim Condensed Consolidated Statement of Changes in Equity](index=9&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) As of June 30, 2025, total equity attributable to shareholders increased to **RMB 211,740 thousand** from **RMB 210,720 thousand** at the beginning of the year, primarily due to a profit of **RMB 1,020 thousand** for the period, contrasting with an equity reduction from losses in the prior year Changes in Equity for the Six Months Ended June 30 (RMB thousand) | Indicator | June 30, 2025 | January 1, 2025 | June 30, 2024 | January 1, 2024 | | :--- | :--- | :--- | :--- | :--- | | Share capital | 6,842 | 6,842 | 6,842 | 6,842 | | Other reserves | 169,866 | 169,866 | 169,866 | 169,866 | | Retained earnings | 35,032 | 34,012 | 41,239 | 43,502 | | Total equity | 211,740 | 210,720 | 217,947 | 220,210 | - In the first half of 2025, retained earnings increased by **RMB 1,020 thousand**, reflecting the profit achieved during the period[22](index=22&type=chunk) [Interim Condensed Consolidated Statement of Cash Flows](index=10&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash inflow from operating activities was **RMB 25,401 thousand**, a significant improvement from a net outflow of **RMB 16,485 thousand** in the prior year, while net cash outflow from investing activities increased due to fixed deposits, and net cash outflow from financing activities substantially decreased due to reduced bank loan repayments Cash Flows for the Six Months Ended June 30 (RMB thousand) | Cash Flow Category | 2025 | 2024 | | :--- | :--- | :--- | | Net cash from/(used in) operating activities | 25,401 | (16,485) | | Net cash used in investing activities | (12,006) | (844) | | Net cash used in financing activities | (2,015) | (10,650) | | Net increase/(decrease) in cash and cash equivalents | 11,380 | (27,979) | | Cash and cash equivalents at end of period | 64,547 | 67,168 | - In the first half of 2025, the company placed **RMB 10,000 thousand** in fixed deposits, with no such item in the prior year period[24](index=24&type=chunk) - Repayment of bank borrowings significantly decreased from **RMB 20,000 thousand** in the prior year period to **RMB 1,990 thousand** in the first half of 2025[24](index=24&type=chunk) [Notes to the Interim Condensed Consolidated Financial Information](index=11&type=section&id=Notes%20to%20the%20Interim%20Condensed%20Consolidated%20Financial%20Information) This section details the basis of preparation, key accounting estimates, financial risk management, fair value estimation of financial instruments, revenue and segment information, expense breakdowns, income tax treatment, earnings per share calculation, balance sheet item changes, share capital and reserves, payables, bank borrowings, related party transactions, dividends, and contingent liabilities, providing essential context and data for understanding the financial statements [1. General Information](index=11&type=section&id=1.%20General%20Information) Weili Holdings Limited was incorporated in the Cayman Islands on **April 21, 2021**, primarily manufacturing and selling cigarette packaging paper in China, with its shares listed on the HKEX Main Board since **June 30, 2022**, and these interim financial statements, presented in RMB, were approved by the Board on **August 22, 2025**, without external auditor review or audit - The company is an investment holding company primarily engaged in the manufacturing and sale of cigarette packaging paper in China[26](index=26&type=chunk) - These interim financial statements have not been reviewed or audited by the company's external auditors[28](index=28&type=chunk) [2. Basis of Preparation](index=11&type=section&id=2.%20Basis%20of%20Preparation) The interim financial information is prepared in accordance with HKAS 34 "Interim Financial Reporting" and should be read in conjunction with the 2024 annual consolidated financial statements, with the first-time application of HKAS 21 (Amendment) "Lack of Exchangeability" having no significant impact on financial position or performance - The interim financial information is prepared in accordance with **HKAS 34 "Interim Financial Reporting"**[29](index=29&type=chunk) - The application of amendments to Hong Kong Financial Reporting Standards had no significant impact on the Group's financial position and performance[30](index=30&type=chunk) [3. Critical Accounting Estimates and Judgements](index=12&type=section&id=3.%20Critical%20Accounting%20Estimates%20and%20Judgements) The significant judgments and key sources of estimation uncertainty used in preparing the interim financial information are consistent with those applied in the 2024 financial statements, requiring management to make judgments, estimates, and assumptions affecting the application of accounting policies and reported amounts - The significant judgments and key sources of estimation uncertainty made by management in preparing the interim financial information are the same as those applied in the 2024 financial statements[31](index=31&type=chunk) [4. Financial Risk Management and Financial Instruments](index=12&type=section&id=4.%20Financial%20Risk%20Management%20and%20Financial%20Instruments) The Group faces market (foreign exchange, interest rate), credit, and liquidity risks, with unchanged risk management policies since **December 31, 2024**, prudently managing liquidity through operating cash flows and borrowings, and fair values of financial instruments are categorized into a three-level hierarchy, with no Level 1 instruments, Level 2 primarily comprising bills receivable measured at fair value through other comprehensive income, and Level 3 instruments being zero at period-end - The Group is exposed to market risks (foreign exchange and interest rate risks), credit risk, and liquidity risk, with risk management policies unchanged since **December 31, 2024**[32](index=32&type=chunk)[33](index=33&type=chunk) Contractual Cash Flows of Non-derivative Financial Liabilities (RMB thousand) | Liability Category | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Bank borrowings | 10 | 2,065 | | Trade and other payables | 44,110 | 45,625 | | **Total** | **44,120** | **47,690** | - The Group has no Level 1 financial instruments, and Level 2 financial instruments primarily consist of bills receivable measured at fair value through other comprehensive income[37](index=37&type=chunk)[38](index=38&type=chunk) Level 2 Financial Instruments (RMB thousand) | Financial Assets | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Bills receivable measured at fair value through other comprehensive income | 8,942 | 10,722 | - The closing balance of Level 3 financial instruments was **zero**, with **RMB 31,000 thousand** in additions and **RMB 31,133 thousand** in settlements during the period[43](index=43&type=chunk) [5. Revenue and Segment Information](index=15&type=section&id=5.%20Revenue%20and%20Segment%20Information) The Group primarily manufactures and sells cigarette packaging paper, with management viewing the business as a single segment; for the six months ended June 30, 2025, total revenue was **RMB 45,844 thousand**, a **19.7% year-on-year decrease**, mainly from sales of cigarette packaging paper and raw materials, with all operations and revenue derived from external customers in China - The Group is primarily engaged in the manufacturing and sale of cigarette packaging paper, and management considers the business as a single segment[44](index=44&type=chunk) Revenue Sources (RMB thousand) | Revenue Category | 2025 | 2024 | | :--- | :--- | :--- | | Sales of cigarette packaging paper and raw materials | 45,451 | 57,055 | | Processing service income | 393 | 6 | | **Total Revenue** | **45,844** | **57,061** | Revenue Contribution from Customers Accounting for Over 10% of Total Revenue | Customer | 2025 | 2024 | | :--- | :--- | :--- | | Customer 1 | 47% | 19% | | Customer 2 | 16% | 41% | [6. Other Income](index=17&type=section&id=6.%20Other%20Income) For the six months ended June 30, 2025, other income slightly increased to **RMB 437 thousand** from **RMB 393 thousand** in the prior year period, primarily due to income-related government grants Other Income Details (RMB thousand) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Government grants related to income | 200 | – | | Amortisation of deferred income | 22 | 22 | | Others | 215 | 371 | | **Total** | **437** | **393** | [7. Expenses by Nature](index=17&type=section&id=7.%20Expenses%20by%20Nature) For the six months ended June 30, 2025, total expenses significantly decreased to **RMB 47,991 thousand** from **RMB 61,858 thousand** in the prior year, primarily due to a substantial reduction in raw materials and goods consumed, alongside decreases in staff costs, freight, and professional service fees Expenses by Nature (RMB thousand) | Expense Category | 2025 | 2024 | | :--- | :--- | :--- | | Raw materials and goods consumed | 36,013 | 49,310 | | Staff costs | 4,773 | 5,557 | | Depreciation of property, plant and equipment and right-of-use assets | 1,905 | 1,543 | | Travel and entertainment expenses | 1,327 | 891 | | Professional service fees | 975 | 1,022 | | Freight charges | 725 | 1,166 | | **Total** | **47,991** | **61,858** | [8. Other Gains — Net](index=18&type=section&id=8.%20Other%20Gains%20—%20Net) For the six months ended June 30, 2025, other gains, net, decreased to **RMB 100 thousand** from **RMB 185 thousand** in the prior year period, primarily due to increased foreign exchange losses and reduced non-operating income Other Gains, Net Details (RMB thousand) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Foreign exchange gains | – | 24 | | Dividend income from financial assets at fair value through profit or loss | 133 | 138 | | Other gains | 133 | 240 | | Foreign exchange losses | (33) | – | | Loss on disposal of property, plant and equipment | – | (55) | | Other losses | (33) | (55) | | **Other Gains — Net** | **100** | **185** | [9. Income Tax Expense/(Credit)](index=18&type=section&id=9.%20Income%20Tax%20Expense%2F(Credit)) For the six months ended June 30, 2025, the company recorded an income tax expense of **RMB 381 thousand**, compared to an income tax credit of **RMB 849 thousand** in the prior year, primarily due to a shift from a loss before income tax to a profit, with Chinese subsidiaries enjoying a **15% preferential income tax rate** as high-tech enterprises and a **200% super deduction** for eligible R&D expenses Income Tax Expense/(Credit) (RMB thousand) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Current income tax — China current tax | – | (351) | | Deferred income tax | 381 | (498) | | **Total** | **381** | **(849)** | - Chinese subsidiaries, as high-tech enterprises, enjoy a **15% preferential income tax rate** and can deduct **200%** of eligible R&D expenses for tax purposes[57](index=57&type=chunk) [10. Earnings/(Loss) Per Share](index=20&type=section&id=10.%20Earnings%2F(Loss)%20Per%20Share) For the six months ended June 30, 2025, basic earnings per share were **RMB 0.1 cents**, compared to a basic loss per share of **RMB 0.3 cents** in the prior year, reflecting the company's return to profitability, with diluted earnings per share being the same as basic earnings per share for the period Earnings/(Loss) Per Share (RMB) | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Profit/(loss) attributable to owners of the Company (RMB thousand) | 1,020 | (2,263) | | Weighted average number of ordinary shares (thousand shares) | 800,000 | 800,000 | | Basic earnings/(loss) per share | 0.1 cents | (0.3) cents | - Diluted earnings/(loss) per share for the six months ended June 30, 2025 and 2024 were the same as basic earnings/(loss) per share[60](index=60&type=chunk) [11. Property, Plant and Equipment, Construction in Progress and Right-of-Use Assets](index=21&type=section&id=11.%20Property%2C%20Plant%20and%20Equipment%2C%20Construction%20in%20Progress%20and%20Right-of-Use%20Assets) As of June 30, 2025, the net book value of property, plant and equipment was **RMB 36,669 thousand**, and right-of-use assets were **RMB 2,808 thousand**, with construction in progress transferred to property, plant and equipment, indicating project completion, and certain property, plant and equipment and leasehold land use rights pledged as security for bills payable Net Book Value of Property, Plant and Equipment, Construction in Progress and Right-of-Use Assets (RMB thousand) | Category | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Property, plant and equipment | 36,669 | 38,536 | | Right-of-use assets — Land use rights | 2,808 | 2,846 | | Construction in progress | – | 21,812 | - In the first half of 2025, construction in progress of **RMB 21,812 thousand** was transferred to property, plant and equipment[62](index=62&type=chunk) - Property, plant and equipment with a net book value of approximately **RMB 6,391 thousand** and leasehold land use rights of approximately **RMB 2,808 thousand** have been pledged as security for bills payable[62](index=62&type=chunk)[63](index=63&type=chunk) [12. Deferred Income Tax](index=22&type=section&id=12.%20Deferred%20Income%20Tax) As of June 30, 2025, total deferred income tax assets were **RMB 3,323 thousand**, a decrease from **RMB 3,704 thousand** at December 31, 2024, primarily reflecting a reduction in deferred income tax assets related to impairment loss provisions Deferred Income Tax Assets (RMB thousand) | Category | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Recoverable within 12 months | 870 | 1,461 | | Recoverable after more than 12 months | 2,453 | 2,243 | | **Total** | **3,323** | **3,704** | - The change in deferred income tax assets was primarily influenced by impairment loss provisions, decreasing by **RMB 382 thousand** in the first half of 2025[64](index=64&type=chunk) [13. Inventories](index=23&type=section&id=13.%20Inventories) As of June 30, 2025, net inventories increased to **RMB 46,973 thousand** from **RMB 40,631 thousand** at December 31, 2024, primarily due to an increase in raw materials and finished goods inventories Inventory Composition (RMB thousand) | Category | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Raw materials | 35,563 | 31,755 | | Work in progress | 1,146 | 71 | | Finished goods | 11,635 | 9,890 | | Packing materials and others | – | 96 | | Less: Inventory provision | (1,371) | (1,181) | | **Net** | **46,973** | **40,631** | [14. Trade Receivables](index=23&type=section&id=14.%20Trade%20Receivables) As of June 30, 2025, net trade receivables significantly decreased by **35.5%** to **RMB 67,325 thousand** from **RMB 104,249 thousand** at December 31, 2024, primarily due to a reduction in outstanding trade receivables, with credit terms generally ranging from **60 to 180 days** Net Trade Receivables (RMB thousand) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Trade receivables | 71,513 | 111,282 | | Less: Loss allowance | (4,188) | (7,033) | | **Net** | **67,325** | **104,249** | Ageing Analysis of Trade Receivables (RMB thousand) | Ageing | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Within 30 days | 21,744 | 29,245 | | 31 to 90 days | 9,256 | 15,255 | | 91 to 180 days | 5,671 | 30,409 | | 181 days to 1 year | 17,758 | 15,530 | | Over 1 year | 17,084 | 20,843 | [15. Bills Receivable](index=24&type=section&id=15.%20Bills%20Receivable) As of June 30, 2025, bills receivable decreased to **RMB 8,942 thousand** from **RMB 10,722 thousand** at December 31, 2024, with no bills receivable measured at fair value through other comprehensive income pledged as collateral at period-end, compared to **RMB 3,000 thousand** pledged at the end of 2024 Bills Receivable (RMB thousand) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Bills receivable | 8,942 | 10,722 | - As of June 30, 2025, no bills receivable measured at fair value through other comprehensive income were pledged as collateral, compared to **RMB 3,000 thousand** pledged at December 31, 2024[68](index=68&type=chunk) [16. Prepayments and Other Receivables](index=25&type=section&id=16.%20Prepayments%20and%20Other%20Receivables) As of June 30, 2025, net prepayments and other receivables significantly increased to **RMB 10,226 thousand** from **RMB 3,440 thousand** at December 31, 2024, primarily due to an increase in other receivables and recoverable VAT Prepayments and Other Receivables (RMB thousand) | Category | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Other receivables | 9,697 | 2,461 | | Recoverable VAT | 482 | 11 | | Prepayments for purchases and raw materials | – | 821 | | Less: Loss allowance | (176) | (53) | | **Net** | **10,226** | **3,440** | [17. Cash and Cash Equivalents and Restricted Cash](index=25&type=section&id=17.%20Cash%20and%20Cash%20Equivalents%20and%20Restricted%20Cash) As of June 30, 2025, cash and cash equivalents increased to **RMB 64,547 thousand** from **RMB 53,200 thousand** at December 31, 2024, with restricted cash rising to **RMB 7,800 thousand**, primarily for pledging bank acceptance bills Cash and Cash Equivalents and Restricted Cash (RMB thousand) | Category | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash at bank and in hand | 72,347 | 57,547 | | Less: Restricted cash | (7,800) | (4,347) | | **Cash and cash equivalents** | **64,547** | **53,200** | - Restricted cash of **RMB 7,800 thousand** is pledged as security for bank acceptance bills issued for future settlement of amounts payable to suppliers[70](index=70&type=chunk) [18. Fixed Deposits](index=25&type=section&id=18.%20Fixed%20Deposits) As of June 30, 2025, the company held fixed deposits of **RMB 10,000 thousand** with original maturities over three months, bearing an annual interest rate of **1.2%**, with no such deposits at the end of 2024 - As of June 30, 2025, fixed deposits amounted to **RMB 10,000 thousand**, bearing interest at a prevailing market annual rate of **1.2%**[71](index=71&type=chunk) [19. Share Capital](index=26&type=section&id=19.%20Share%20Capital) As of June 30, 2025, the company's authorized ordinary share capital was **10,000,000 thousand shares**, with issued share capital of **800,000 thousand shares** at a par value of **HKD 0.01**, equivalent to **RMB 6,842 thousand**, remaining unchanged from December 31, 2024 Share Capital Information (RMB thousand) | Category | Number of Shares (thousand shares) | HKD thousand | RMB thousand | | :--- | :--- | :--- | :--- | | Authorized ordinary shares | 10,000,000 | 100,000 | N/A | | Issued shares | 800,000 | 8,000 | 6,842 | [20. Other Reserves](index=26&type=section&id=20.%20Other%20Reserves) As of June 30, 2025, total other reserves remained unchanged at **RMB 169,866 thousand** from December 31, 2024, comprising share premium, statutory reserve, and capital reserve, with Chinese subsidiaries required to transfer at least **10%** of their after-tax profit to the statutory reserve fund Other Reserves Composition (RMB thousand) | Category | Share Premium | Statutory Reserve | Capital Reserve | Total | | :--- | :--- | :--- | :--- | :--- | | June 30, 2025 | 89,979 | 19,886 | 60,001 | 169,866 | | December 31, 2024 | 89,979 | 19,886 | 60,001 | 169,866 | - Chinese subsidiaries are required to transfer at least **10%** of their after-tax profit to the statutory reserve fund until the accumulated amount reaches **50%** of their registered capital[74](index=74&type=chunk) [21. Trade and Other Payables](index=27&type=section&id=21.%20Trade%20and%20Other%20Payables) As of June 30, 2025, total trade and other payables slightly decreased to **RMB 45,403 thousand** from **RMB 47,485 thousand** at December 31, 2024, with trade payables and bills payable being the main components, and bills payable secured by bank deposits, buildings, and land use rights Trade and Other Payables (RMB thousand) | Category | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Trade payables | 27,404 | 32,067 | | Bills payable | 15,600 | 9,694 | | Employee benefit payables | 986 | 1,460 | | Other accrued expenses | 1,106 | 3,864 | | **Total** | **45,403** | **47,485** | - Bills payable are secured by the Group's bank deposits, buildings, and land use rights[76](index=76&type=chunk) [22. Bank Borrowings](index=28&type=section&id=22.%20Bank%20Borrowings) As of June 30, 2025, bank borrowings significantly decreased to **RMB 10 thousand** from **RMB 2,000 thousand** at December 31, 2024; all borrowings are unsecured, repayable within one year, with a weighted average effective annual interest rate of **3.20%** Bank Borrowings (RMB thousand) | Category | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Bank borrowings — Unsecured | 10 | 2,000 | - Bank borrowings are repayable within one year, with a weighted average effective annual interest rate of **3.20%** (December 31, 2024: **3.75%**)[77](index=77&type=chunk) [23. Related Party Transactions](index=28&type=section&id=23.%20Related%20Party%20Transactions) This section discloses key management personnel compensation, totaling **RMB 712 thousand** for the six months ended June 30, 2025, which remained largely consistent with the prior year period Key Management Personnel Compensation (RMB thousand) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Basic salaries, bonuses, housing provident fund, medical insurance and other social insurance | 685 | 640 | | Pension costs — Defined contribution plans | 27 | 71 | | **Total** | **712** | **711** | [24. Dividends](index=29&type=section&id=24.%20Dividends) The company did not declare any interim dividends for the six months ended June 30, 2025, consistent with the prior year period - The company did not declare any interim dividends for the six months ended June 30, 2025[82](index=82&type=chunk) [25. Contingent Liabilities](index=29&type=section&id=25.%20Contingent%20Liabilities) As of June 30, 2025, and December 31, 2024, the company had no significant contingent liabilities - As of June 30, 2025, and December 31, 2024, the company had no significant contingent liabilities[83](index=83&type=chunk) [26. Events After the Reporting Period](index=29&type=section&id=26.%20Events%20After%20the%20Reporting%20Period) From June 30, 2025, to the date of this report, the Board of Directors is not aware of any significant events requiring disclosure - From June 30, 2025, to the date of this report, the Board of Directors is not aware of any significant events requiring disclosure[84](index=84&type=chunk) [Management Discussion and Analysis](index=30&type=section&id=Management%20Discussion%20and%20Analysis) This section reviews Weili Holdings' business performance and financial position for the six months ended June 30, 2025, highlighting significant gross profit growth and a return to profitability despite reduced revenue, driven by effective cost control and operational efficiency, with management optimistic about the cigarette packaging paper industry's future and detailing liquidity, capital structure, use of proceeds, and employee information [Business Review and Future Outlook](index=30&type=section&id=Business%20Review%20and%20Future%20Outlook) Weili Holdings, a Chinese cigarette packaging paper manufacturer supplying customized products to clients in Hubei and Henan provinces, achieved improved gross margin and returned to profitability despite a **19.7% revenue decrease** due to temporary order reductions, with the Board anticipating order recovery in the second half of 2025 and maintaining an optimistic outlook for the mid-to-high-end cigarette packaging paper market - The Group is primarily engaged in the manufacturing and sale of cigarette packaging paper in China, with products used for cigarette packaging of well-known Chinese tobacco brands[85](index=85&type=chunk) - During the reporting period, revenue decreased by **19.7%**, but gross margin improved, and the company turned from a loss to a profit[85](index=85&type=chunk) - The Directors believe the sales decrease is temporary and expect orders to recover in the second half of 2025, maintaining a positive outlook for the cigarette packaging paper industry[85](index=85&type=chunk)[86](index=86&type=chunk) [Financial Review](index=31&type=section&id=Financial%20Review) This section provides a detailed analysis of financial indicator changes during the reporting period, showing a **19.7% year-on-year revenue decrease** and a **24.8% decrease in cost of sales**, leading to a **34.0% increase in gross profit** and an improved gross margin from **8.8% to 14.7%**, alongside a slight increase in selling expenses, a decrease in administrative expenses, a significant increase in reversal of impairment loss on financial assets, and higher net finance income, ultimately resulting in a shift from a loss before income tax to a profit for the period [Revenue](index=31&type=section&id=Revenue) The Group's total revenue decreased by **19.7%** from approximately **RMB 57.1 million** in the prior year period to approximately **RMB 45.8 million** in the reporting period, primarily due to a temporary reduction in orders for transfer paper and laminated paper products from key customers - Revenue decreased by **19.7%** year-on-year to **RMB 45.8 million**, primarily due to a temporary reduction in orders from key customers[88](index=88&type=chunk) [Cost of Sales](index=31&type=section&id=Cost%20of%20Sales) Cost of sales decreased by **24.8%** from approximately **RMB 52.0 million** in the prior year period to approximately **RMB 39.1 million** in the reporting period, primarily due to the combined effect of reduced revenue and effective operational cost control measures - Cost of sales decreased by **24.8%** year-on-year to **RMB 39.1 million**, primarily benefiting from reduced revenue and cost control[89](index=89&type=chunk) [Gross Profit and Gross Margin](index=31&type=section&id=Gross%20Profit%20and%20Gross%20Margin) Gross profit increased by **34.0%** from approximately **RMB 5.0 million** in the prior year period to approximately **RMB 6.7 million** in the reporting period, with gross margin rising from **8.8% to 14.7%**, primarily attributable to effective implementation of operational cost control measures and improved operating efficiency - Gross profit increased by **34.0%** year-on-year to **RMB 6.7 million**[90](index=90&type=chunk) - Gross margin increased from **8.8% to 14.7%**, primarily due to cost control and improved efficiency[90](index=90&type=chunk) [Selling Expenses](index=31&type=section&id=Selling%20Expenses) Selling expenses increased by **9.1%** from approximately **RMB 2.5 million** in the prior year period to approximately **RMB 2.7 million** in the reporting period, primarily due to increased market development and sales costs aimed at expanding the customer base in Henan and Hubei regions - Selling expenses increased by **9.1%** year-on-year to **RMB 2.7 million**, primarily for market development[91](index=91&type=chunk) [Administrative Expenses](index=31&type=section&id=Administrative%20Expenses) Administrative expenses decreased from approximately **RMB 7.3 million** in the prior year period to approximately **RMB 6.1 million** in the reporting period, primarily due to lower staff costs and professional consultant fees - Administrative expenses decreased year-on-year to **RMB 6.1 million**, mainly due to lower staff costs and professional consultant fees[92](index=92&type=chunk) [Reversal of Impairment Loss on Financial Assets](index=32&type=section&id=Reversal%20of%20Impairment%20Loss%20on%20Financial%20Assets) Reversal of impairment loss on financial assets increased from approximately **RMB 0.9 million** in the prior year period to approximately **RMB 2.7 million** in the reporting period, primarily due to a reduction in outstanding trade receivables - Reversal of impairment loss on financial assets increased to **RMB 2.7 million**, primarily due to a decrease in trade receivables[93](index=93&type=chunk) [Other Income](index=32&type=section&id=Other%20Income) Other income remained stable at approximately **RMB 0.4 million** during the reporting period, primarily derived from income-related government grants - Other income remained stable at **RMB 0.4 million**, primarily from government grants[94](index=94&type=chunk) [Other Gains — Net](index=32&type=section&id=Other%20Gains%20—%20Net) Other gains, net, decreased from approximately **RMB 0.2 million** in the prior year period to approximately **RMB 0.1 million** in the reporting period, primarily due to the combined effect of increased foreign exchange losses and reduced non-operating income - Other gains, net, decreased to **RMB 0.1 million**, primarily affected by increased foreign exchange losses and reduced non-operating income[95](index=95&type=chunk) [Finance Income — Net](index=32&type=section&id=Finance%20Income%20—%20Net) Net finance income increased from approximately **RMB 0.2 million** in the prior year period to approximately **RMB 0.3 million** in the reporting period, primarily due to a reduction in bank borrowing interest expenses - Net finance income increased to **RMB 0.3 million**, primarily due to reduced bank borrowing interest expenses[96](index=96&type=chunk) [Income Tax (Expense)/Credit](index=32&type=section&id=Income%20Tax%20(Expense)%2FCredit) The company shifted from an income tax credit of approximately **RMB 0.8 million** in the prior year period to an income tax expense of approximately **RMB 0.4 million** in the reporting period, primarily due to a transition from a loss before income tax to a profit - The company transitioned from an income tax credit to an income tax expense, primarily due to a shift from a loss before income tax to a profit[97](index=97&type=chunk) [Profit/(Loss) and Total Comprehensive Income/(Loss)](index=32&type=section&id=Profit%2F(Loss)%20and%20Total%20Comprehensive%20Income%2F(Loss)) The Group transitioned from a loss and total comprehensive loss of approximately **RMB 2.3 million** in the prior year period to a profit and total comprehensive income of approximately **RMB 1.0 million** in the reporting period, primarily benefiting from cost control measures, increased gross profit, and the reversal of impairment loss on financial assets - The company turned from a loss to a profit, primarily benefiting from cost control, increased gross profit, and the reversal of impairment loss[98](index=98&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=33&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) The Group's capital structure has remained unchanged since its listing date; as of June 30, 2025, cash and cash equivalents increased to **RMB 64.5 million**, bank borrowings significantly decreased to **RMB 10 thousand**, and the gearing ratio fell to approximately **0.0%** - The Group's capital structure has remained unchanged from the listing date to the date of this report[100](index=100&type=chunk) - As of June 30, 2025, cash and cash equivalents amounted to **RMB 64.5 million**, and bank borrowings were **RMB 10 thousand**[100](index=100&type=chunk) - The gearing ratio decreased to approximately **0.0%** (December 31, 2024: approximately **0.9%**)[100](index=100&type=chunk) [Treasury Policy](index=33&type=section&id=Treasury%20Policy) The Group has implemented internal control policies and regulations to ensure investments are for capital and liquidity maintenance purposes, with investment products purchased only under specific conditions, and the finance department manages investment activities, whose strategies and decisions require review and approval by the Board and management team - The Group has implemented internal control policies to ensure investments are for capital and liquidity maintenance purposes[101](index=101&type=chunk) - The finance department is responsible for investment activities, with strategies and decisions requiring approval from the Board and management team[101](index=101&type=chunk) [Foreign Exchange Risk](index=33&type=section&id=Foreign%20Exchange%20Risk) The Group primarily transacts in RMB, but retains some HKD listing proceeds, exposing it to foreign exchange risk; the Board believes there was no significant foreign exchange risk during the reporting period, and no foreign exchange hedging was undertaken - The Group primarily transacts in RMB, but its HKD listing proceeds are exposed to foreign exchange risk[102](index=102&type=chunk) - The Board believes there was no significant foreign exchange risk during the reporting period, and no foreign exchange hedging was undertaken[102](index=102&type=chunk) [Capital Expenditure](index=34&type=section&id=Capital%20Expenditure) During the reporting period, the Group incurred capital expenditure of approximately **RMB 2.1 million** for machine purchases, an increase from approximately **RMB 0.6 million** in the prior year period - During the reporting period, capital expenditure for machine purchases amounted to approximately **RMB 2.1 million**, higher than the prior year period[103](index=103&type=chunk) [Capital Commitments and Contingent Liabilities](index=34&type=section&id=Capital%20Commitments%20and%20Contingent%20Liabilities) As of June 30, 2025, and December 31, 2024, the Group had no capital commitments or significant contingent liabilities - As of June 30, 2025, and December 31, 2024, the Group had no capital commitments or significant contingent liabilities[104](index=104&type=chunk)[105](index=105&type=chunk) [Material Acquisitions or Disposals of Subsidiaries, Associates and Joint Ventures, and Future Plans for Material Investments or Capital Assets](index=34&type=section&id=Material%20Acquisitions%20or%20Disposals%20of%20Subsidiaries%2C%20Associates%20and%20Joint%20Ventures%2C%20and%20Future%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets) During the reporting period, the Group had no material acquisitions or disposals of subsidiaries, associates, or joint ventures, nor any future plans for material investments or capital assets beyond those disclosed in the prospectus - During the reporting period, the Group had no material acquisitions or disposals, nor any future plans for material investments or capital assets beyond those disclosed in the prospectus[106](index=106&type=chunk) [Material Investments Held](index=34&type=section&id=Material%20Investments%20Held) During the reporting period, the Group held no material investments - During the reporting period, the Group held no material investments[107](index=107&type=chunk) [Pledges of Assets](index=34&type=section&id=Pledges%20of%20Assets) As of June 30, 2025, buildings of approximately **RMB 6.4 million** and leasehold land use rights of approximately **RMB 2.8 million** were pledged as security for bills payable, with restricted cash also used to secure bank acceptance bills - As of June 30, 2025, buildings of approximately **RMB 6.4 million** and leasehold land use rights of approximately **RMB 2.8 million** were pledged as security for bills payable[108](index=108&type=chunk)[109](index=109&type=chunk) - Restricted cash is used as collateral for bank acceptance bills issued for future settlement of amounts payable to suppliers[109](index=109&type=chunk) [Interim Dividend](index=35&type=section&id=Interim%20Dividend) The Board has resolved not to recommend the declaration of an interim dividend for the reporting period, consistent with the prior year period - The Board has resolved not to recommend the declaration of an interim dividend for the reporting period[111](index=111&type=chunk) [Use of Proceeds](index=35&type=section&id=Use%20of%20Proceeds) Net proceeds from the listing were approximately **HKD 90.3 million**, with **HKD 40.8 million** utilized and **HKD 49.5 million** unutilized as of June 30, 2025; the unutilized portion is primarily for enhancing production capacity, R&D capabilities, and marketing efforts, expected to be used by **December 31, 2025** Use of Proceeds from Listing and Utilization (HKD million) | Description | Intended Use | Utilized as of June 30, 2025 | Unutilized as of June 30, 2025 | Expected Timeline for Utilizing Unutilized Net Proceeds | | :--- | :--- | :--- | :--- | :--- | | Enhance production capacity, efficiency, and expand product portfolio | 33.3 | 2.3 | 31.0 | Before December 31, 2025 | | Strengthen R&D capabilities | 17.6 | 1.1 | 16.5 | Before December 31, 2025 | | Improve ERP and infrastructure systems | 0.1 | 0.1 | – | Fully utilized | | Increase marketing efforts | 2.6 | 0.6 | 2.0 | Before December 31, 2025 | | Acquire printing and positioning slitting machines for colored cigarette packaging paper production | 22.9 | 22.9 | – | Fully utilized | | Reserve for general working capital of the Group | 13.8 | 13.8 | – | Fully utilized | | **Total** | **90.3** | **40.8** | **49.5** | | - As of June 30, 2025, all net proceeds have been utilized in accordance with the disclosures in the prospectus and company announcements[112](index=112&type=chunk) [Employees and Remuneration Policy](index=36&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the Group had **85 employees**, a decrease from **109** in the prior year period, with total staff costs of **RMB 4.8 million** during the reporting period; the company conducts annual performance reviews for salary adjustments and promotions and provides various on-the-job training programs - As of June 30, 2025, the Group had **85 employees** (June 30, 2024: **109 employees**)[114](index=114&type=chunk) - Total staff costs for the reporting period were approximately **RMB 4.8 million**, lower than **RMB 5.6 million** in the prior year period[114](index=114&type=chunk) - The company participates in various defined contribution retirement schemes for its employees in China and provides various on-the-job training programs[114](index=114&type=chunk) [Events After Reporting Period](index=36&type=section&id=Events%20After%20Reporting%20Period) From the end of the reporting period to the date of this report, the Group had no significant events - From the end of the reporting period to the date of this report, the Group had no significant events[115](index=115&type=chunk) [Corporate Governance and Other Information](index=37&type=section&id=Corporate%20Governance%20and%20Other%20Information) This section outlines Weili Holdings' corporate governance practices, including compliance with the Corporate Governance Code and the Model Code for Securities Transactions, confirming no purchases, sales, or redemptions of listed securities, no material director interests in significant transactions, detailed equity interests of directors and major shareholders, and the status of the share option scheme, with the audit committee having reviewed the interim financial results [Corporate Governance Code](index=37&type=section&id=Corporate%20Governance%20Code) The Group is committed to maintaining high standards of corporate governance and has complied with the applicable code provisions of the Corporate Governance Code set out in Appendix C1 to the Listing Rules - The company has complied with the applicable code provisions of the Corporate Governance Code set out in Appendix C1 to the Listing Rules[117](index=117&type=chunk) [Model Code for Securities Transactions](index=37&type=section&id=Model%20Code%20for%20Securities%20Transactions) The company has adopted the Model Code for Securities Transactions set out in Appendix C3 to the Listing Rules and confirms that all Directors have complied with it during the reporting period and up to the date of this interim report - The company has adopted the Model Code for Securities Transactions set out in Appendix C3 to the Listing Rules, and all Directors confirm compliance[118](index=118&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=37&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) For the six months ended June 30, 2025, and up to the date of this interim report, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - During the reporting period and up to the date of this interim report, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[119](index=119&type=chunk) [Directors' Interests in Significant Transactions, Arrangements or Contracts](index=37&type=section&id=Directors%27%20Interests%20in%20Significant%20Transactions%2C%20Arrangements%20or%20Contracts) As of June 30, 2025, or at any time during the reporting period, there were no significant transactions, arrangements, or contracts related to the company's business in which a Director or their connected entity had a material interest - During the reporting period, no Director or their connected entity had a material interest in any significant transaction, arrangement, or contract related to the company's business[120](index=120&type=chunk) [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company and its Associated Corporations](index=38&type=section&id=Directors%27%20and%20Chief%20Executive%27s%20Interests%20and%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%20and%20Debentures%20of%20the%20Company%20and%20its%20Associated%20Corporations) As of June 30, 2025, Executive Directors Mr. Chen Weizhuang and Mr. Yu Tianbing held **42.38%** and **12.00%** equity interests in the company, respectively, through controlled corporations; no other Directors or chief executive held any disclosable interests or short positions in shares Directors' Interests in Shares of the Company | Name of Director | Capacity/Nature of Interest | Number of Shares Held (L) | Percentage of Interest | | :--- | :--- | :--- | :--- | | Mr. Chen Weizhuang | Interest in controlled corporation | 339,040,000 | 42.38% | | Mr. Yu Tianbing | Interest in controlled corporation | 96,000,000 | 12.00% | - Save as disclosed above, no other Directors or chief executive had any disclosable interests or short positions in the shares, underlying shares, or debentures of the company or any of its associated corporations[122](index=122&type=chunk) [Substantial Shareholders' Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company](index=39&type=section&id=Substantial%20Shareholders%27%20Interests%20and%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%20and%20Debentures%20of%20the%20Company) As of June 30, 2025, substantial shareholders included City Ease Limited (wholly owned by Mr. Chen Weizhuang) holding **42.38%** of shares, with Ms. Liu Yuezhu (Mr. Chen's spouse) deemed to have the same interest; Qidong Limited held **18.37%**, and Yongning Limited (wholly owned by Mr. Yu Tianbing) held **12.00%**, with Ms. Zhou Huaqin (Mr. Yu's spouse) deemed to have the same interest Substantial Shareholders' Interests in Shares of the Company | Name of Shareholder | Capacity/Nature of Interest | Number of Shares Held (L) | Percentage of Interest | | :--- | :--- | :--- | :--- | | City Ease Limited | Beneficial owner | 339,040,000 | 42.38% | | Ms. Liu Yuezhu | Interest of spouse | 339,040,000 | 42.38% | | Qidong Limited | Beneficial owner | 146,960,000 | 18.37% | | Yongning Limited | Beneficial owner | 96,000,000 | 12.00% | | Ms. Zhou Huaqin | Interest of spouse | 96,000,000 | 12.00% | [Share Option Scheme](index=40&type=section&id=Share%20Option%20Scheme) The company adopted a share option scheme on **June 2, 2022**, allowing for the grant of **80,000,000 shares**, representing **10%** of issued shares; since its adoption, no share options have been granted, exercised, cancelled, or lapsed under the scheme, and there were no outstanding share options during the reporting period - The share option scheme allows for the grant of **80,000,000 shares**, representing **10%** of the issued shares[127](index=127&type=chunk) - Since the adoption of the share option scheme, no share options have been granted, exercised, cancelled, or lapsed[127](index=127&type=chunk) [Management Contracts](index=40&type=section&id=Management%20Contracts) During the reporting period, no management and administration contracts concerning the whole or any substantial part of the company's business were entered into or subsisted, other than service contracts with any Director or any person employed full-time by the company - During the reporting period, no management and administration contracts concerning the whole or any substantial part of the company's business were entered into or subsisted[128](index=128&type=chunk) [Sufficiency of Public Float](index=40&type=section&id=Sufficiency%20of%20Public%20Float) Based on public information and to the best knowledge of the Directors, at least **25%** of the company's total issued share capital was held by the public during the reporting period and up to the date of this interim report - During the reporting period and up to the date of this interim report, at least **25%** of the company's total issued share capital was held by the public[129](index=129&type=chunk) [Audit Committee](index=40&type=section&id=Audit%20Committee) The company established an Audit Committee on **June 2, 2022**, comprising three independent non-executive directors, with Mr. Chen Yangde as Chairman; its responsibilities include providing recommendations on external auditors, reviewing financial statements, and overseeing financial reporting, internal control, and risk management systems - The Audit Committee comprises three independent non-executive directors, with **Mr. Chen Yangde** as Chairman[130](index=130&type=chunk) - The committee's responsibilities include providing recommendations on external auditors, reviewing financial statements, and overseeing financial reporting procedures, internal control, and risk management systems[130](index=130&type=chunk) [Audit Committee Review of Interim Financial Results](index=41&type=section&id=Audit%20Committee%20Review%20of%20Interim%20Financial%20Results) The Group's unaudited condensed consolidated interim financial information for the six months ended June 30, 2025, has been reviewed by the Audit Committee, which concurred with the accounting treatments adopted and deemed the financial information to comply with applicable accounting standards and the Listing Rules - The Audit Committee has reviewed the Group's unaudited condensed consolidated interim financial information and considers it to comply with applicable accounting standards and the Listing Rules[132](index=132&type=chunk) [Acknowledgement](index=41&type=section&id=Acknowledgement) The Board of Directors extends its sincere gratitude to management, all employees, shareholders, business partners, and other professionals for their support during the period - The Board of Directors thanks management, employees, shareholders, business partners, and professionals for their support[133](index=133&type=chunk)

华滋国际海洋股份有限公司 Watts International Maritime Company Limited （於開曼群島註冊成立的有限公司） 股份代號 : 2258 中期報告 2025 Interim Report 2025 (Incorporated in the Cayman Islands with limited liability) Stock code : 2258 华滋国际海洋股份有限公司 Watts International Maritime Company Limited Watts International Maritime Company Limited 华滋国际海洋股份有限公司 Interim Report 2025 中期報告 C M Y CM MY CY CMY K ai175812143885_Watts International IR2025 Cover V01B 7MM OP.pdf 1 17/9/2025 下午11:03 目錄 | 公司資料 | 2 | | --- | --- | | 管理層討論與分析 | 4 | | 權益披露及其他資料 | 10 | | 簡明合 ...

目錄 | 2 | 簡稱 | | --- | --- | | 4 | 公司資料 | | 5 | 管理層討論及分析 | | 19 | 其他資料 | | 23 | 簡明綜合損益及其他全面收益表 | | 25 | 簡明綜合財務狀況表 | | 27 | 簡明綜合權益變動表 | | 28 | 簡明綜合現金流量表 | | 29 | 簡明綜合財務報表附註 | 頁碼 1 中期報告 2025 簡稱 於本中期報告內，除另有所指外，下列簡稱具有以下涵義： | 「董事會」 | 指 | 董事會 | | --- | --- | --- | | 「企業管治守則」 | 指 | 上市規則附錄C1所載企業管治守則 | | 「中國民生銀行」 | 指 | 中國民生銀行股份有限公司，一間於中國註冊成立之股份有限 公司，其H股於聯交所上市（股份代號：1988）及其A股於上海證 | | | | 券交易所上市（股份代號：600016） | | 「中國民生銀行集團」 | 指 | 中國民生銀行及其附屬公司，不包括本集團成員公司 | | 「民銀國際」 | 指 | 民生商銀國際控股有限公司，於香港註冊成立之有限公司並為 | | | | 本公司之間接控股股東 | | ...