Corporate Information This section outlines the company's fundamental corporate details, including its governance structure, key professional advisors, and contact information [The Board](index=3&type=section&id=The%20Board) This section lists the composition of the company's Board of Directors, including executive directors, independent non-executive directors, and members of the audit, nomination, and remuneration committees, with Mr. Sun Guangjun serving as the Chairman and Chief Executive Officer of the Board - Executive Directors include **Mr. Sun Guangjun** (Chairman and Chief Executive Officer) and **Mr. Yang Hong**[3](index=3&type=chunk) - Independent Non-Executive Directors are **Mr. Lau Man Tak**, **Ms. Lam Fung**, and **Mr. Ngan Wing Ho**[3](index=3&type=chunk) - The Audit Committee Chairman is **Mr. Lau Man Tak**, the Remuneration Committee Chairman is **Ms. Lam Fung**, and the Nomination Committee Chairman is **Mr. Sun Guangjun**[3](index=3&type=chunk)[4](index=4&type=chunk) [Auditor](index=3&type=section&id=Auditor) The company's auditor is Rongcheng (Hong Kong) Certified Public Accountants Limited, with its office located in Admiralty, Hong Kong - The auditor is **Rongcheng (Hong Kong) Certified Public Accountants Limited** (formerly Ascent Partners CPA Limited)[4](index=4&type=chunk)[5](index=5&type=chunk) [Registered Office and Principal Places of Business](index=4&type=section&id=Registered%20Office%20and%20Principal%20Places%20of%20Business) The company maintains a registered office in the Cayman Islands, its headquarters and principal place of business in Shanghai, China, and a principal place of business in Hong Kong - The registered office in the Cayman Islands is located at **71 Fort Street, PO Box 500, George Town, Grand Cayman KY1-1106**[6](index=6&type=chunk)[7](index=7&type=chunk) - The headquarters and principal place of business in China are located at **2nd to 3rd Floor, Building 6, No. 652 Changshou Road, Putuo District, Shanghai**[6](index=6&type=chunk)[7](index=7&type=chunk) - The principal place of business in Hong Kong is located at **Unit 1202, 12th Floor, Dah Sing Life Building, 90 Connaught Road Central, Sheung Wan**[6](index=6&type=chunk)[7](index=7&type=chunk) [Legal Adviser](index=4&type=section&id=Legal%20Adviser) The company has appointed Chow & Cheung, Solicitors in association with Beijing Tongshang Law Firm as its legal adviser for Hong Kong law - Hong Kong legal adviser is **Chow & Cheung, Solicitors in association with Beijing Tongshang Law Firm**[6](index=6&type=chunk)[7](index=7&type=chunk) [Share Registrars](index=4&type=section&id=Share%20Registrars) The company maintains a principal share registrar in the Cayman Islands and a share registrar in Hong Kong - The principal share registrar is **Appleby Global Services (Cayman) Limited**[7](index=7&type=chunk) - The Hong Kong share registrar is **Tricor Investor Services Limited**[8](index=8&type=chunk)[9](index=9&type=chunk) [Principal Banks](index=5&type=section&id=Principal%20Banks) The company's principal banks include China Merchants Bank Shanghai Caoyang Sub-branch, Bank of China (Hong Kong) Limited, and CMB Wing Lung Bank - Principal banks include **China Merchants Bank Shanghai Caoyang Sub-branch**, **Bank of China (Hong Kong) Limited**, and **CMB Wing Lung Bank**[8](index=8&type=chunk)[9](index=9&type=chunk) [Company Website and Stock Code](index=5&type=section&id=Company%20Website%20and%20Stock%20Code) The company's website is www.plscn.com and its stock code is 2486 - The company's website is **www.plscn.com**[8](index=8&type=chunk)[9](index=9&type=chunk) - The stock code is **2486**[8](index=8&type=chunk)[9](index=9&type=chunk) Definitions This section provides definitions for key terms used throughout the report, covering corporate governance, financial reporting standards, geographical areas, equity structure, and business models for clear understanding - **"The Company"** refers to Plus Group Holdings Limited, incorporated in the Cayman Islands on September 30, 2021, with shares listed on the Main Board of the Stock Exchange (Stock Code: 2486)[11](index=11&type=chunk) - **"Reporting Period"** refers to the six months ended June 30, 2025[13](index=13&type=chunk) - **"SaaS"** refers to Software as a Service, a cloud-based software licensing and delivery model[13](index=13&type=chunk) Financial Summary and Operating Highlights This section presents a concise overview of the company's financial performance and key operating metrics for the reporting period [Financial Overview](index=10&type=section&id=Financial%20Overview) For the six months ended June 30, 2025, the company achieved a **376.1%** revenue increase to **RMB 1.6313 billion** and turned a loss into a profit of **RMB 7.984 million**, despite a decline in gross margin due to market share strategies Financial Overview for the Six Months Ended June 30, 2025 | Metric | 2025 (RMB '000) | 2024 (RMB '000) | Period-on-Period Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 1,631,270 | 342,597 | 376.1% | | Gross Profit | 82,085 | 48,856 | 68.0% | | Profit (Loss) for the Period | 7,984 | (3,767) | 311.9% | | Profit (Loss) and Total Comprehensive Income (Expense) Attributable to Owners of the Company for the Period | 6,317 | (3,493) | 280.8% | | Revenue Growth Rate | 376.1% | 44.1% (for the six months ended December 31, 2024) | - | | Current Ratio (times) | 2.5 | 2.5 (as of December 31, 2024) | - | | Gearing Ratio | N/A (Net Cash) | N/A (Net Cash) (as of December 31, 2024) | - | | Total Equity | 490,716 | 479,665 (as of December 31, 2024) | 2.3% | | Cash and Cash Equivalents | 149,180 | 159,647 (as of December 31, 2024) | -6.5% | | Bank Borrowings | 77,948 | 64,148 (as of December 31, 2024) | 21.5% | | Amounts Due to Non-Controlling Shareholders | 10,535 | 33,953 (as of December 31, 2024) | -69.0% | | Lease Liabilities | 4,323 | 3,570 (as of December 31, 2024) | 21.1% | [Operating Metrics](index=11&type=section&id=Operating%20Metrics) During the reporting period, the company saw significant growth in paid customer numbers and cumulative touchpoints, with average monthly active touchpoints doubling, indicating strong business expansion and market penetration Operating Metrics for the Six Months Ended June 30, 2025 | Metric | 2025 | 2024 | Period-on-Period Change (%) | | :--- | :--- | :--- | :--- | | Number of Paid Customers | 1,064 | 232 | 358.6% | | Cumulative Number of POS | 4,452,000 | 4,430,000 | 0.5% | | Cumulative Number of Touchpoints | 734,000 | 553,000 | 32.7% | | Average Monthly Active Touchpoints | 64,000 | 31,000 | 106.5% | Management Discussion and Analysis This section provides management's perspective on the company's business performance, financial results, and future outlook for the reporting period [Business Review](index=12&type=section&id=Business%20Review) Despite global economic pressures, the company achieved a **376.1%** year-on-year increase in total revenue, leveraging AI technology and market share strategies, with task and marketer matching services showing the most rapid growth - Amidst international instability and global economic downturn, the company leveraged **AI R&D and applications** to strengthen core competitiveness and achieved breakthrough growth through a **market share expansion strategy**[25](index=25&type=chunk)[26](index=26&type=chunk)[27](index=27&type=chunk) - During the reporting period, total revenue was approximately **RMB 1.6313 billion**, a year-on-year increase of approximately **376.1%**[28](index=28&type=chunk)[33](index=33&type=chunk) [Customised Marketing Solutions](index=12&type=section&id=Customised%20marketing%20solution) The customised marketing solutions business achieved a **40.4%** year-on-year revenue increase by deepening O2O instant retail cooperation and enhancing AI digital sales capabilities, consolidating market share and opening new channels - Revenue from this business was approximately **RMB 371.7 million**, a year-on-year increase of approximately **40.4%**[31](index=31&type=chunk)[34](index=34&type=chunk) - Through close cooperation with retail channel partners and deep cultivation in O2O instant retail, leveraging **AI-powered enablement and application service capabilities**, the company consolidated market share and opened new channels and application scenarios[30](index=30&type=chunk)[34](index=34&type=chunk) [Task and Marketer Matching Services](index=13&type=section&id=Tasks%20and%20marketers%20matching%20service) The task and marketer matching services business achieved an astonishing **2,067.7%** year-on-year growth, serving over **940** cumulative customers, driven by continuous AI R&D and the launch of a new matching business platform - Revenue from this business was approximately **RMB 1.2204 billion**, a year-on-year increase of approximately **2,067.7%**[37](index=37&type=chunk)[44](index=44&type=chunk) - Since the official launch of the new matching business platform in November 2024, over **940** customers have been cumulatively signed as of June 30, 2025, with an average customer value of approximately **RMB 1.3 million**[36](index=36&type=chunk)[43](index=43&type=chunk)[61](index=61&type=chunk) [SaaS+ Subscription and Other Services](index=13&type=section&id=SaaS%2B%20subscription%20and%20other%20services) The SaaS+ subscription and other services business achieved a **187.5%** year-on-year revenue increase, benefiting from the maturity of its digital, systematic, and intelligent platforms and enhanced application service capabilities - Revenue from this business was approximately **RMB 27.6 million**, a year-on-year increase of approximately **187.5%**[40](index=40&type=chunk)[45](index=45&type=chunk) - The platform is increasingly refined and mature, offering more flexible and diversified comprehensive services to meet diverse customer needs[39](index=39&type=chunk)[45](index=45&type=chunk) [Marketer Assignment Services](index=13&type=section&id=Marketers%20assignment%20service) Affected by the offline retail market environment, brand clients reduced their investments, leading to a **4.2%** year-on-year decrease in revenue from marketer assignment services - Revenue from this business was approximately **RMB 11.5 million**, a year-on-year decrease of approximately **4.2%**[42](index=42&type=chunk)[46](index=46&type=chunk) - The revenue decrease was primarily due to the overall offline retail market environment, with brand clients continuously reducing investments, leading the company to decrease the number of assigned service personnel[41](index=41&type=chunk)[46](index=46&type=chunk)[58](index=58&type=chunk) [Business Outlook](index=14&type=section&id=Business%20Outlook) The company plans to further leverage its **AI intelligent matching advantages** to expand new channels and market share, strengthen cooperation with channel partners to accumulate data assets and analyze market dynamics with AI, explore overseas markets and cross-border trade using Hong Kong's free port advantages, deepen O2O instant retail development to monetize data assets, and continuously increase **AI technology R&D investment** to drive business upgrades - Fully maintain **AI intelligent matching core advantages**, expand into new channels, new fields, and new markets, and capture more market share in matching services[48](index=48&type=chunk) - Maintain close cooperation with major channel partners, improve digital joint operation mechanisms, accumulate consumer and retail data assets, and utilize **AI to analyze market dynamics and consumption trends**[48](index=48&type=chunk) - Leverage Hong Kong's geographical and policy advantages to focus on overseas market expansion, initiate cross-border trade layouts, and build an integrated service system encompassing import/export, supply chain, marketing promotion, channel distribution, and omni-channel retail[48](index=48&type=chunk) - Deepen O2O instant retail development, explore innovative integration with terminal retail scenarios, monetize data assets through **precision marketing and intelligent distribution**, and support breakthroughs in offline terminal sales[48](index=48&type=chunk) - Continuously increase **AI technology R&D investment**, deepen intelligent innovation and application iteration, and empower full-chain business upgrades through **AI-driven data insights**[48](index=48&type=chunk) [Financial Review](index=15&type=section&id=Financial%20Review) This section provides a detailed review of the financial performance for the reporting period, including key metrics such as revenue, costs, gross profit, expenses, taxation, and cash flow, noting significant revenue growth but a decline in gross margin due to market share strategies, and a decrease in cash and cash equivalents due to increased trade receivables [Revenue](index=15&type=section&id=Revenue) For the six months ended June 30, 2025, the company's total revenue reached **RMB 1.6313 billion**, a **376.1%** year-on-year increase, primarily driven by the explosive growth of task and marketer matching services - Total revenue was approximately **RMB 1.6313 billion**, an increase of approximately **376.1%** compared to the same period in 2024[49](index=49&type=chunk)[50](index=50&type=chunk) Revenue Breakdown by Business Segment | Business Segment | 2025 (RMB '000) | 2024 (RMB '000) | Year-on-Year Growth (%) | | :--- | :--- | :--- | :--- | | Customised Marketing Solutions | 371,744 | 264,776 | 40.4% | | Task and Marketer Matching Services | 1,220,423 | 56,296 | 2,067.7% | | Marketer Assignment Services | 11,492 | 11,960 | -4.2% | | SaaS+ Subscription and Other Services | 27,611 | 9,565 | 187.5% | | **Total** | **1,631,270** | **342,597** | **376.1%** | [Cost, Gross Profit and Gross Profit Margin](index=17&type=section&id=Cost%2C%20gross%20profit%20and%20gross%20profit%20margin) During the reporting period, total costs increased by **427.5%** to **RMB 1.5492 billion**, exceeding revenue growth, primarily due to the company's strategy of moderately lowering profit expectations to capture market share, resulting in gross profit increasing by **67.9%** to **RMB 82.1 million** but gross margin declining from **14.3%** to **5.0%** - Total costs were approximately **RMB 1.5492 billion**, an increase of approximately **427.5%** compared to the same period in 2024[64](index=64&type=chunk)[70](index=70&type=chunk) - The cost growth rate exceeded revenue growth, primarily because the company prioritized **market share expansion** and service quality assurance, moderately lowering profit expectations[65](index=65&type=chunk)[70](index=70&type=chunk) - Gross profit was approximately **RMB 82.1 million**, a year-on-year increase of approximately **67.9%**, with gross margin at approximately **5.0%**, a decrease of approximately **9.3%** from **14.3%** in the same period of 2024[65](index=65&type=chunk)[66](index=66&type=chunk)[70](index=70&type=chunk) - The decline in gross margin was mainly due to the **task and marketer matching services business rapidly capturing market share through a low-price model**[67](index=67&type=chunk)[70](index=70&type=chunk) [Administrative Expenses](index=17&type=section&id=Administrative%20expenses) Administrative expenses, primarily comprising employee salaries and benefits and office rent, slightly increased by **3.7%** to **RMB 44.8 million** during the reporting period, mainly influenced by the growth of task and marketer matching services - Administrative expenses increased by approximately **3.7%** from approximately **RMB 43.2 million** in the same period of 2024 to approximately **RMB 44.8 million**[68](index=68&type=chunk)[71](index=71&type=chunk) - Primarily due to the growth of the **task and marketer matching services business**, but the overall change was not significant[68](index=68&type=chunk)[71](index=71&type=chunk) [Selling and Marketing Expenses](index=17&type=section&id=Selling%20and%20marketing%20expenses) Selling and marketing expenses, primarily employee salaries, significantly increased by **160.0%** to **RMB 27.3 million** during the reporting period, mainly due to the expansion of task and marketer matching services - Selling and marketing expenses increased by approximately **160.0%** from approximately **RMB 10.5 million** in the same period of 2024 to approximately **RMB 27.3 million**[69](index=69&type=chunk)[72](index=72&type=chunk) - Primarily due to the increase in selling and marketing expenses driven by the growth of the **task and marketer matching services business**[69](index=69&type=chunk)[72](index=72&type=chunk) [Research and Development Costs](index=18&type=section&id=Research%20and%20development%20costs) Research and development costs, primarily personnel costs, decreased by **58.0%** to **RMB 5.5 million** during the reporting period, mainly benefiting from the integration of AI applications that enhanced in-house operation and maintenance capabilities - Research and development costs decreased by approximately **58.0%** from approximately **RMB 13.1 million** in the same period of 2024 to approximately **RMB 5.5 million**[73](index=73&type=chunk)[79](index=79&type=chunk) - Primarily due to the enhancement of in-house operation and maintenance capabilities through the integration of **artificial intelligence applications**[73](index=73&type=chunk)[79](index=79&type=chunk) [Other Income](index=18&type=section&id=Other%20income) Other income increased by **100%** year-on-year to **RMB 11 million**, primarily due to an increase in government policy subsidies - Other income increased by approximately **100%** from approximately **RMB 5.5 million** in the same period of 2024 to approximately **RMB 11 million**[74](index=74&type=chunk)[80](index=80&type=chunk) - Primarily due to an increase in **government policy subsidies** received[74](index=74&type=chunk)[80](index=80&type=chunk) [Other (Losses) Gains — Net](index=18&type=section&id=Other%20(losses)%20gains%20%E2%80%94%20net) Net other gains turned from a gain of **RMB 10.3 million** in the same period of 2024 to a loss of **RMB 0.5 million** in the reporting period, primarily due to a significant decrease in government-refunded social security payments and lower HKD exchange gains - Net other gains decreased by approximately **104.9%** from approximately **RMB 10.3 million** in the same period of 2024 to a loss of approximately **RMB 0.5 million**[75](index=75&type=chunk)[81](index=81&type=chunk) - Primarily due to a significant decrease in government-refunded social security payments to alleviate COVID-19 impacts, and a decline in exchange gains from HKD[75](index=75&type=chunk)[81](index=81&type=chunk) [Impairment Losses on Trade Receivables, Contract Assets and Other Receivables — Net](index=18&type=section&id=Impairment%20losses%20on%20trade%20receivables%2C%20contract%20assets%20and%20other%20receivables%20%E2%80%94%20net) Net impairment losses on financial assets decreased by **17.2%** to **RMB 2.4 million**, primarily benefiting from the company's strengthened credit management and improved quality of trade receivables and contract assets - Impairment of financial assets decreased by approximately **17.2%** from approximately **RMB 2.9 million** in the same period of 2024 to approximately **RMB 2.4 million**[76](index=76&type=chunk)[82](index=82&type=chunk) - Primarily due to the Group's strengthened credit management, which improved the quality of newly generated trade receivables and contract assets[76](index=76&type=chunk)[82](index=82&type=chunk) [Finance (Cost) Income — Net](index=18&type=section&id=Finance%20(cost)%20income%20%E2%80%94%20net) Net finance income turned from a gain of **RMB 0.5 million** in the same period of 2024 to a cost of **RMB 0.9 million** in the reporting period, primarily due to a decrease in asset yields caused by central bank interest rate cuts - Net finance income decreased by approximately **280.0%** from approximately **RMB 0.5 million** in the same period of 2024 to a net finance cost of approximately **RMB 0.9 million**[77](index=77&type=chunk)[83](index=83&type=chunk) - Primarily due to a decrease in market interest rates from central bank rate cuts, leading to a decline in asset yields[77](index=77&type=chunk)[83](index=83&type=chunk) [Income Tax (Expense) Credit](index=18&type=section&id=Income%20tax%20(expense)%20credit) Income tax shifted from a credit of **RMB 0.9 million** in the same period of 2024 to an expense of **RMB 3.7 million** in the reporting period, primarily due to increased profits in core business segments, leading to higher taxable income - Income tax increased by approximately **311.1%** from an income tax credit of approximately **RMB 0.9 million** in the same period of 2024 to an income tax expense of approximately **RMB 3.7 million**[78](index=78&type=chunk)[84](index=84&type=chunk) - Primarily due to increased profits in core business segments, leading to higher taxable income[78](index=78&type=chunk)[84](index=84&type=chunk) [Profit (Loss) Attributable to Equity Owners of the Company](index=19&type=section&id=Profit%20(Loss)%20attributable%20to%20equity%20owners%20of%20the%20Company) Profit attributable to equity owners of the Company turned from a loss of **RMB 3.5 million** in the same period of 2024 to a profit of **RMB 6.3 million** in the reporting period, representing a **280.0%** increase - Profit attributable to equity owners of the Company increased by approximately **280.0%** from a loss of approximately **RMB 3.5 million** in the same period of 2024 to a profit of approximately **RMB 6.3 million**[85](index=85&type=chunk)[93](index=93&type=chunk) [Cash and Cash Equivalents](index=19&type=section&id=Cash%20and%20cash%20equivalents) As of June 30, 2025, cash and cash equivalents decreased by **6.5%** to **RMB 149.2 million**, primarily due to increased sales revenue not yet collected, leading to higher trade receivables - Cash and cash equivalents decreased by approximately **6.5%** from approximately **RMB 159.6 million** as of December 31, 2024, to approximately **RMB 149.2 million**[86](index=86&type=chunk)[94](index=94&type=chunk) - Primarily due to increased sales revenue not yet collected in cash, leading to an increase in trade receivables and a decrease in cash[86](index=86&type=chunk)[94](index=94&type=chunk) [Capital Expenditure](index=19&type=section&id=Capital%20expenditure) Capital expenditure for the reporting period was approximately **RMB 0.1 million**, remaining largely consistent with the same period last year - For the six months ended June 30, 2025, capital expenditure was approximately **RMB 0.1 million**, largely consistent with the same period in 2024[87](index=87&type=chunk)[95](index=95&type=chunk) [Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures](index=19&type=section&id=Material%20acquisitions%20and%20disposal%20of%20subsidiaries%2C%20associates%20and%20joint%20ventures) As of June 30, 2025, the company had no material acquisitions or disposals of subsidiaries, associates, or joint ventures - As of June 30, 2025, the Company had no material acquisitions or disposals of subsidiaries, associates, or joint ventures[88](index=88&type=chunk)[96](index=96&type=chunk) [Plans for Material Investments or Acquisition of Capital Assets](index=19&type=section&id=Plans%20for%20material%20investments%20or%20acquisition%20of%20capital%20assets) As of June 30, 2025, the company had no plans for material investments or acquisitions of capital assets, other than those disclosed in the use of proceeds from listing - As of June 30, 2025, other than those disclosed in the "Use of Proceeds from the Listing" section of this interim report, the Company had no plans for material investments or acquisitions of capital assets in the future[89](index=89&type=chunk)[97](index=97&type=chunk) [Pledge of Assets](index=19&type=section&id=Pledge%20of%20assets) As of June 30, 2025, the company had no material pledge of assets - As of June 30, 2025, the Company had no material pledge of assets[90](index=90&type=chunk)[98](index=98&type=chunk) [Liquidity and Capital Sources](index=19&type=section&id=Liquidity%20and%20capital%20source) The company primarily funds its operations through cash flow from operating activities, bank borrowings, and net proceeds from listing, possessing sufficient liquidity with **RMB 149.2 million** in cash and cash equivalents, **RMB 77.9 million** in outstanding borrowings, and **RMB 37 million** in unutilized bank facilities as of June 30, 2025 - The Group primarily funds its operations with **cash generated from operations, borrowings, and net proceeds from the listing**[91](index=91&type=chunk)[99](index=99&type=chunk) - As of June 30, 2025, cash and cash equivalents were approximately **RMB 149.2 million**, with outstanding borrowings of approximately **RMB 77.9 million** (all due within one year)[100](index=100&type=chunk)[107](index=107&type=chunk) - As of June 30, 2025, unutilized bank facilities totaled **RMB 37 million**, indicating the Group has sufficient liquidity[100](index=100&type=chunk)[107](index=107&type=chunk) [Foreign Exchange Risk](index=20&type=section&id=Foreign%20exchange%20risk) The company's primary operations are in mainland China, with revenue and costs settled in RMB, but some monetary assets are denominated in HKD, exposing it to foreign exchange fluctuation risk; currently, there are no hedging plans, but management monitors and considers hedging when necessary - The Group's primary operations are in mainland China, with major revenue and costs settled in **RMB**, but some monetary assets are denominated in **HKD**, exposing it to **foreign exchange fluctuation risk**[101](index=101&type=chunk)[108](index=108&type=chunk) - The Group currently has no foreign exchange hedging plans, but management monitors foreign exchange fluctuation risk and considers hedging when necessary[101](index=101&type=chunk)[108](index=108&type=chunk) [Contingent Liabilities](index=20&type=section&id=Contingent%20liabilities) As of June 30, 2025, the company had no material contingent liabilities, consistent with the situation as of December 31, 2024 - As of June 30, 2025, the Group had no material contingent liabilities, consistent with the situation as of December 31, 2024[102](index=102&type=chunk)[109](index=109&type=chunk) [Employees and Remuneration Policies](index=20&type=section&id=Employees%20and%20Remuneration%20Policies) As of June 30, 2025, the company employed **6,801** staff, a decrease from **7,342** as of December 31, 2024, with remuneration policies referencing market levels and individual performance, complemented by a Restricted Share Unit Scheme and Share Award Scheme to attract and incentivize talent, and an employee diversity policy adopted in July 2025 - As of June 30, 2025, the Group employed **6,801** staff (December 31, 2024: **7,342** staff)[103](index=103&type=chunk)[110](index=110&type=chunk) - Remuneration policies reference market compensation and individual employee performance, qualifications, and experience, with outstanding performers eligible for discretionary year-end bonuses[104](index=104&type=chunk)[110](index=110&type=chunk) - The company has adopted a **Restricted Share Unit Scheme** (January 13, 2022) and a **Share Award Scheme** (June 26, 2023) to enhance incentive mechanisms, attract, and retain talent[105](index=105&type=chunk)[110](index=110&type=chunk) - The Group adopted an **employee diversity policy** in July 2025, aiming to fulfill social responsibility and promote equality and inclusion[106](index=106&type=chunk)[110](index=110&type=chunk) Corporate Governance and Other Information This section details the company's corporate governance practices, compliance with regulations, and other relevant information for the reporting period [Corporate Governance Code](index=21&type=section&id=Corporate%20Governance%20Code) The company is committed to maintaining good corporate governance and complied with all provisions of Appendix C1 of the Listing Rules' Corporate Governance Code during the reporting period, with a deviation where the Chairman and CEO roles are combined, an arrangement the Board believes benefits business prospects and will be reviewed periodically for operational efficiency - The company complied with all provisions of Appendix C1 of the Listing Rules' Corporate Governance Code during the reporting period, except for the combined roles of Chairman and Chief Executive Officer held by **Mr. Sun Guangjun**[111](index=111&type=chunk)[112](index=112&type=chunk)[115](index=115&type=chunk) - The Board believes this arrangement facilitates consistent leadership, timely and effective decision-making and implementation, and does not compromise the balance of power between the Board and management[113](index=113&type=chunk)[116](index=116&type=chunk) [Model Code for Securities Transactions](index=22&type=section&id=Model%20Code%20for%20Securities%20Transactions) The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers in Appendix C3 of the Listing Rules, and all directors confirmed compliance with the code during the reporting period - The company has adopted the **Model Code for Securities Transactions by Directors of Listed Issuers** in Appendix C3 of the Listing Rules[118](index=118&type=chunk)[120](index=120&type=chunk) - All Directors confirmed compliance with the provisions regarding Directors' securities transactions as set out in the Model Code during the reporting period[118](index=118&type=chunk)[120](index=120&type=chunk) [Interests and Short Positions of Directors and Chief Executive in the Shares, Underlying Shares and Debentures](index=22&type=section&id=Interests%20and%20Short%20Positions%20of%20Directors%20and%20Chief%20Executive%20in%20the%20Shares%2C%20Underlying%20Shares%20and%20Debenture) As of June 30, 2025, **Mr. Sun Guangjun** held **55.89%** of the company's shares through a family trust and controlled corporations, while **Mr. Yang Hong** held a **1.34%** beneficial interest Interests of Directors and Chief Executive in Shares | Name of Director | Capacity/Nature of Interest | Number of Shares/Underlying Shares Held | Approximate Percentage of Shareholding | | :--- | :--- | :--- | :--- | | Mr. Sun Guangjun | Founder of Discretionary Trust/Interest in Controlled Corporation | 67,460,000 | 55.89% | | Mr. Yang Hong | Beneficial Interest | 1,620,240 | 1.34% | - All interests represent long positions, calculated based on the total number of **120,701,800** issued shares (including treasury shares) as of June 30, 2025[123](index=123&type=chunk) [Interests and Short Positions of Substantial Shareholders in Shares and Underlying Shares](index=24&type=section&id=Interests%20and%20Short%20Positions%20of%20Substantial%20Shareholders%20in%20Shares%20and%20Underlying%20Shares) As of June 30, 2025, excluding directors, **Ms. Tan Hui** (spouse of Mr. Sun Guangjun) was deemed to hold **55.89%** of shares, **Summit Plus** held **43.46%**, **Mr. Xia Jingtang** and his spouse **Ms. Yan Xiaohang** were deemed to hold **8.85%**, **Hengtai Trust** as trustee held **49.41%**, and **CMB Wing Lung Trust Company Limited** held **5.14%** Interests of Substantial Shareholders in Shares | Name | Nature of Interest | Number of Shares Held | Approximate Percentage of Total Issued Share Capital of the Company | | :--- | :--- | :--- | :--- | | Ms. Tan Hui | Interest of Spouse | 67,460,000 | 55.89% | | Summit Plus | Interest in Controlled Corporation | 52,460,000 | 43.46% | | Guangjun Sun Holdings | Beneficial Owner | 15,000,000 | 12.43% | | Junshu Holdings | Interest in Controlled Corporation | 15,000,000 | 12.43% | | Guangjun Holdings | Beneficial Owner | 52,460,000 | 43.46% | | Mr. Xia Jingtang | Founder of Discretionary Trust/Interest in Controlled Corporation | 10,680,000 | 8.85% | | Ms. Yan Xiaohang | Interest of Spouse | 10,680,000 | 8.85% | | Jonson Xia Smile Holdings | Interest in Controlled Corporation | 7,180,000 | 5.95% | | Hannah Xia Holdings | Beneficial Owner | 7,180,000 | 5.95% | | Hengtai Trust | Trustee | 59,640,000 | 49.41% | | Kuwei Holdings | Beneficial Owner | 8,375,400 | 6.94% | | CMB Wing Lung Trust Company Limited | Trustee | 6,208,000 | 5.14% | | Plus Group 2023 Limited | Beneficial Owner | 6,208,000 | 5.14% | - All interests represent long positions, calculated based on the total number of **120,701,800** issued shares (including treasury shares) as of June 30, 2025[127](index=127&type=chunk) [Restricted Share Unit Scheme](index=26&type=section&id=RSU%20Scheme) The company adopted a Restricted Share Unit Scheme on January 13, 2022, to incentivize employees, which does not involve the issuance or grant of restricted share units post-listing, with no units granted during the reporting period and no outstanding restricted share units as of the latest practicable date - The company adopted a **Restricted Share Unit Scheme** on January 13, 2022, to incentivize employees, directors, officers, and consultants[129](index=129&type=chunk)[134](index=134&type=chunk) - The scheme does not involve the issuance or grant of any restricted share units by the Company after listing and is not subject to the provisions of Chapter 17 of the Listing Rules[129](index=129&type=chunk)[134](index=134&type=chunk) - No grants were made under the Restricted Share Unit Scheme during the reporting period, and as of the latest practicable date, no restricted share units remained outstanding, with the company no longer issuing or granting further restricted share units[130](index=130&type=chunk)[134](index=134&type=chunk) [Share Award Scheme](index=26&type=section&id=Share%20Award%20Scheme) The company adopted a Share Award Scheme on June 26, 2023, to recognize, reward, and retain eligible participants, with no shares purchased by the trustee or awarded as of the latest practicable date, but **6,208,000** shares remain available for grant - The company adopted a **Share Award Scheme** on June 26, 2023, aimed at providing incentives and rewards to eligible participants[131](index=131&type=chunk)[135](index=135&type=chunk) - During the reporting period, the trustee did not purchase any shares in the open market for the Share Award Scheme, and as of the latest practicable date, no award shares had been granted to any grantees[136](index=136&type=chunk)[139](index=139&type=chunk) - As of the latest practicable date, **6,208,000** shares were available for grant under the Share Award Scheme, representing approximately **5.14%** of the Company's total issued shares[136](index=136&type=chunk)[139](index=139&type=chunk) [Purchase, Sale or Redemption of the Company's Securities](index=27&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Securities%20of%20the%20Company) The company's directors are authorized to repurchase up to **10%** of issued shares, with no listed securities purchased, sold, or redeemed by the company or its subsidiaries during the reporting period, and **4,891,600** treasury shares held as of the date of this interim report - Directors have been granted a general mandate by shareholders to repurchase up to **10%** of the total issued shares (excluding treasury shares) as of the date the relevant resolution was passed, amounting to **11,581,020** shares[137](index=137&type=chunk)[140](index=140&type=chunk) - During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[138](index=138&type=chunk)[140](index=140&type=chunk) - As of the date of this interim report, the Company held **4,891,600** treasury shares[138](index=138&type=chunk)[140](index=140&type=chunk) [Use of Proceeds from the Listing](index=28&type=section&id=Use%20of%20Proceeds%20from%20the%20Listing) The company listed on May 11, 2023, with net proceeds of approximately **HKD 206.7 million**, and as of June 30, 2025, portions have been utilized as planned, with some uses adjusted and delayed to flexibly support business development and respond to market uncertainties - Total proceeds from the listing were **HKD 265 million**, with net proceeds of approximately **HKD 206.7 million**[142](index=142&type=chunk)[143](index=143&type=chunk) Use of Proceeds from Listing and Utilization (As of June 30, 2025) | Use of Proceeds | Original Total (HKD in millions) | Revised Net Amount (HKD in millions) | Actual Net Amount Utilized as of June 30, 2025 (HKD in millions) | Unutilized Net Amount as of June 30, 2025 (HKD in millions) | Expected Timeline for Utilization | | :--- | :--- | :--- | :--- | :--- | :--- | | Strengthening Core Technological Capabilities and Basic R&D | 66.1 | 66.1 | 13.5 | 52.6 | Gradual utilization until December 31, 2027 | | Seeking Strategic Investments, Acquisitions, and Collaborations | 62.0 | — | — | — | — | | Enhancing Sales and Marketing Capabilities | 42.4 | 66.1 | 60.2 | 5.9 | Gradual utilization until December 31, 2027 | | Repaying Bank Borrowings | 15.5 | 15.5 | 15.5 | — | Fully utilized as of June 30, 2023 | | Working Capital | 20.7 | 59.0 | 59.0 | — | Fully utilized as of June 30, 2025 | | **Total** | **206.7** | **206.7** | **148.2** | **58.5** | | [Reasons and Benefits of the Change and Delay in the Use of Net Proceeds](index=29&type=section&id=Reasons%20and%20benefits%20of%20the%20change%20and%20delay%20in%20the%20use%20of%20net%20proceeds) The company adjusted the use of listing proceeds, reallocating **HKD 62 million** from strategic investments, acquisitions, and collaborations to sales and marketing capability enhancement and working capital, while expanding the scope of technology R&D, aiming to expand markets through joint ventures instead of acquisitions, cautiously address uncertainties in the Chinese retail market, and utilize financial resources more flexibly and effectively - The scope of "**Strengthening Core Technological Capabilities and Basic R&D**" has been expanded to adjust technological capabilities and R&D plans in a more flexible and effective manner, with no change in total amount or intensity[146](index=146&type=chunk)[149](index=149&type=chunk) - The original **HKD 62 million** allocated for "**Seeking Strategic Investments, Acquisitions, and Collaborations**" has been reallocated to "**Enhancing Sales and Marketing Capabilities**" and "**Working Capital**"[147](index=147&type=chunk)[150](index=150&type=chunk) - The reason for the change is the company's strategy to establish **joint ventures with business partners** instead of acquisitions to expand into new markets, as joint ventures require less initial investment capital and allow for shared operating risks[147](index=147&type=chunk)[150](index=150&type=chunk) - The expected timeline for "**Enhancing Sales and Marketing Capabilities**" and "**Working Capital**" has been delayed, primarily due to adjustments in business development and actual customer needs, as well as the adoption of the joint venture strategy[154](index=154&type=chunk)[158](index=158&type=chunk) [Audit Committee](index=31&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors, reviewed the unaudited interim report for the six months ended June 30, 2025; auditors issued qualified opinions on fund investments in 2023 and 2024 financial statements, but with the fund redeemed, no carry-over impact is expected on 2025 financials, and the company has strengthened investment policies and risk management - The Audit Committee comprises **three independent non-executive directors**, with **Mr. Lau Man Tak** serving as Chairman[159](index=159&type=chunk) - The interim report for the six months ended June 30, 2025, has been reviewed by the Audit Committee and by the independent auditor, **Rongcheng (Hong Kong) Certified Public Accountants Limited**[160](index=160&type=chunk)[162](index=162&type=chunk) - Both the former and current auditors issued **qualified opinions** due to scope limitations on fund investments in the 2023 and 2024 financial statements, as management was unable to obtain relevant supporting documents[161](index=161&type=chunk)[163](index=163&type=chunk)[164](index=164&type=chunk)[165](index=165&type=chunk) - As the fund was fully redeemed in March 2024, the auditors and Audit Committee believe the qualified opinion will not have a carry-over impact on the consolidated financial statements for the year ended December 31, 2025[166](index=166&type=chunk)[170](index=170&type=chunk) - The company has revised its investment policy, established an investment committee, and initiated legal action to recover unreturned guaranteed amounts to strengthen risk management[167](index=167&type=chunk)[170](index=170&type=chunk) [Dividend](index=32&type=section&id=Dividend) The Board does not recommend the payment of any dividend for the six months ended June 30, 2025, consistent with the same period last year - The Board does not recommend the payment of any dividend for the six months ended June 30, 2025 (June 30, 2024: nil)[168](index=168&type=chunk)[171](index=171&type=chunk) [Compliance with Laws and Regulations](index=33&type=section&id=Compliance%20with%20Laws%20and%20Regulations) The company is actively rectifying third-party agency arrangements for employee social insurance and housing provident funds, having established over **50** branch companies and completed account transfers for approximately **98.7%** of employees as of June 30, 2025, with the remaining **1.3%** still being processed due to practical difficulties; otherwise, the company complied with all material laws and regulations during the reporting period - The company is rectifying third-party agency arrangements for employee social insurance and housing provident funds, planning to establish branch companies and transfer accounts in no less than **25** Chinese cities[172](index=172&type=chunk)[179](index=179&type=chunk) - As of June 30, 2025, over **50** branch companies have been established, and account transfers for approximately **98.7%** of employees have been completed[173](index=173&type=chunk)[179](index=179&type=chunk) - The remaining **1.3%** of employee transfers are still being processed due to practical difficulties such as medical leave, accidental injuries, housing provident fund loan applications, or impending retirement[173](index=173&type=chunk)[179](index=179&type=chunk) - Save for the aforementioned disclosures, the Group complied with all material laws and regulations during the reporting period[175](index=175&type=chunk)[179](index=179&type=chunk) [Amendment of the Articles of Association](index=33&type=section&id=Amendment%20of%20the%20Articles%20of%20Association) During the reporting period, there were no amendments to the company's Articles of Association requiring disclosure under Rule 13.51(1) of the Listing Rules - During the reporting period, there were no amendments to the Articles of Association requiring disclosure under Rule 13.51(1) of the Listing Rules[176](index=176&type=chunk)[180](index=180&type=chunk) [Changes of Directors and Chief Executive](index=33&type=section&id=Changes%20of%20Directors%20and%20Chief%20Executive) During the reporting period, there were no changes in the information of the company's directors and chief executive requiring disclosure under Rule 13.51B(1) of the Listing Rules - During the reporting period, there were no changes in the information of the Company's directors and chief executive requiring disclosure under Rule 13.51B(1) of the Listing Rules[177](index=177&type=chunk)[181](index=181&type=chunk) [Significant Events After the Reporting Period](index=33&type=section&id=Significant%20Events%20After%20the%20Reporting%20Period) As of the date of this interim report, no significant subsequent events occurred after June 30, 2025 - The Group had no significant subsequent events after June 30, 2025, and up to the date of this interim report[178](index=178&type=chunk)[182](index=182&type=chunk) Interim Condensed Consolidated Statement of Comprehensive Income For the six months ended June 30, 2025, the company's revenue significantly increased to **RMB 1.6313 billion**, turning a loss into a profit of **RMB 7.984 million** for the period, with gross profit up **68.0%** but gross margin declining due to faster cost growth, and profit attributable to owners of the Company at **RMB 6.317 million**, with basic earnings per share of **RMB 0.06** Summary of Interim Condensed Consolidated Statement of Comprehensive Income | Metric | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | Revenue | 1,631,270 | 342,597 | | Cost of Services | (1,549,185) | (293,741) | | Gross Profit | 82,085 | 48,856 | | Administrative Expenses | (44,776) | (43,151) | | Selling and Marketing Expenses | (27,299) | (10,515) | | Research and Development Costs | (5,542) | (13,083) | | Other Income | 11,038 | 5,455 | | Other (Losses) Gains, Net | (474) | 10,301 | | Operating Profit (Loss) | 12,649 | (5,043) | | Finance (Cost) Income, Net | (890) | 451 | | Profit (Loss) Before Income Tax | 11,662 | (4,622) | | Income Tax (Expense) Credit | (3,678) | 855 | | Profit (Loss) for the Period | 7,984 | (3,767) | | Profit (Loss) for the Period Attributable to Owners of the Company | 6,317 | (3,493) | | Non-controlling Interests | 1,667 | (274) | | Basic Earnings (Loss) Per Share (RMB) | 0.06 | (0.03) | Interim Condensed Consolidated Statement of Financial Position As of June 30, 2025, the company's total assets were **RMB 810.9 million** and total equity was **RMB 490.7 million**, with trade receivables and contract assets forming a significant portion of current assets, cash and cash equivalents decreasing, and trade and other payables and borrowings being the main components of liabilities Summary of Interim Condensed Consolidated Statement of Financial Position | Metric | June 30, 2025 (RMB '000) | December 31, 2024 (RMB '000) | | :--- | :--- | :--- | | **ASSETS** | | | | Non-current Assets | 14,125 | 10,523 | | Current Assets | 796,784 | 790,185 | | Trade Receivables | 369,208 | 329,443 | | Contract Assets | 163,036 | 197,153 | | Cash and Cash Equivalents | 149,180 | 159,647 | | **Total Assets** | **810,909** | **800,708** | | **EQUITY** | | | | Equity Attributable to Owners of the Company | 483,872 | 477,555 | | Non-controlling Interests | 6,844 | 2,110 | | **Total Equity** | **490,716** | **479,665** | | **LIABILITIES** | | | | Non-current Liabilities | 2,476 | 1,224 | | Current Liabilities | 317,717 | 319,819 | | Trade and Other Payables | 180,372 | 176,129 | | Borrowings | 77,948 | 64,148 | | **Total Liabilities** | **320,193** | **321,043** | | **Total Equity and Liabilities** | **810,909** | **800,708** | Interim Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, the company's total equity increased from **RMB 479.7 million** to **RMB 490.7 million**, primarily due to profit for the period and contributions from non-controlling interests, with statutory reserves increasing and retained earnings slightly decreasing due to transfers to statutory reserves Summary of Interim Condensed Consolidated Statement of Changes in Equity | Metric | Balance as of January 1, 2025 (RMB '000) | Profit and Total Comprehensive Income for the Period (RMB '000) | Contributions from Non-Controlling Shareholders of Subsidiaries (RMB '000) | Transfer to Statutory Reserve (RMB '000) | Balance as of June 30, 2025 (RMB '000) | | :--- | :--- | :--- | :--- | :--- | :--- | | Share Capital | 159 | — | — | — | 159 | | Share Premium | 193,755 | — | — | — | 193,755 | | Other Reserves | 76,638 | — | — | 13,142 | 89,780 | | Retained Earnings | 207,003 | 6,317 | — | (13,142) | 200,178 | | **Subtotal Equity Attributable to Owners of the Company** | **477,555** | **6,317** | **—** | **—** | **483,872** | | Non-controlling Interests | 2,110 | 1,667 | 3,067 | — | 6,844 | | **Total Equity** | **479,665** | **7,984** | **3,067** | **—** | **490,716** | Interim Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, net cash outflow from operating activities was **RMB 2.246 million**, net cash inflow from investing activities was **RMB 1.262 million**, and net cash outflow from financing activities was **RMB 10.444 million**, resulting in cash and cash equivalents of **RMB 149.2 million** at period-end, a decrease from the beginning of the period Summary of Interim Condensed Consolidated Statement of Cash Flows | Metric | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (2,246) | (59,999) | | Net Cash From Investing Activities | 1,262 | 38,329 | | Net Cash (Used in) From Financing Activities | (10,444) | 13,718 | | Net Decrease in Cash and Cash Equivalents | (11,428) | (7,952) | | Cash and Cash Equivalents at Beginning of Period | 159,647 | 190,976 | | Cash and Cash Equivalents at End of Period | 149,180 | 183,542 | Notes to the Interim Financial Information This section provides detailed notes to the interim financial information, covering general company data, basis of preparation, accounting policies, estimates, risk management, and segment reporting [1 General Information](index=39&type=section&id=1%20GENERAL%20INFORMATION) The company was incorporated in the Cayman Islands on September 30, 2021, with shares listed on the Main Board of the Hong Kong Stock Exchange since May 2023, primarily engaging in customised marketing solutions, task and marketer matching services, marketer assignment services, and SaaS+ subscription and other services in China, with **Mr. Sun Guangjun** as the ultimate controlling party - The Company was incorporated in the Cayman Islands on **September 30, 2021**, with its shares listed on the Main Board of The Stock Exchange of Hong Kong Limited since **May 2023**[189](index=189&type=chunk)[193](index=193&type=chunk) - The Company and its subsidiaries are principally engaged in customised marketing solutions, task and marketer matching services, marketer assignment services, and SaaS+ subscription and other services in China[190](index=190&type=chunk)[193](index=193&type=chunk) - The ultimate controlling party of the Company is **Mr. Sun Guangjun**[190](index=190&type=chunk)[193](index=193&type=chunk) [2 Basis of Preparation](index=40&type=section&id=2%20BASIS%20OF%20PREPARATION) The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and this interim financial information is unaudited - The condensed consolidated financial statements are prepared in accordance with **Hong Kong Accounting Standard 34 "Interim Financial Reporting"** issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[192](index=192&type=chunk)[195](index=195&type=chunk) - This interim condensed consolidated financial information is **unaudited**[191](index=191&type=chunk)[194](index=194&type=chunk) [3 Material Accounting Policy Information](index=41&type=section&id=3%20MATERIAL%20ACCOUNTING%20POLICY%20INFORMATION) The accounting policies adopted in the condensed consolidated interim financial statements are consistent with those used in the preparation of the annual consolidated financial statements for the year ended December 31, 2024, and the application of amendments to Hong Kong Financial Reporting Standards during this period had no material impact on financial position and performance - The accounting policies adopted in the condensed consolidated interim financial statements are consistent with those used in the preparation of the annual consolidated financial statements for the year ended December 31, 2024[196](index=196&type=chunk)[200](index=200&type=chunk) - The application of amendments to Hong Kong Financial Reporting Standards (such as HKAS 21 "Lack of Exchangeability") during this interim period had no material impact on the Group's financial position and performance for the current and prior periods[197](index=197&type=chunk)[201](index=201&type=chunk) [4 Critical Accounting Estimates and Judgements](index=41&type=section&id=4%20CRITICAL%20ACCOUNTING%20ESTIMATES%20AND%20JUDGEMENTS) In preparing the condensed consolidated interim financial statements, the company's directors are required to make judgments, estimates, and assumptions regarding the amounts of assets, liabilities, income, and expenses, with the key sources of significant judgments and estimation uncertainty made by management in applying accounting policies being the same as those used in the consolidated financial statements for the year ended December 31, 2024 - In preparing the condensed consolidated interim financial statements, the Company's directors are required to make judgments, estimates, and assumptions regarding the amounts of assets, liabilities, income, and expenses, as well as the disclosures made[198](index=198&type=chunk)[202](index=202&type=chunk) - The key sources of significant judgments and estimation uncertainty made by management in applying the Group's accounting policies are the same as those used in the consolidated financial statements for the year ended December 31, 2024[199](index=199&type=chunk)[202](index=202&type=chunk) [5 Financial Risk Management and Financial Instruments](index=42&type=section&id=5%20FINANCIAL%20RISK%20MANAGEMENT%20AND%20FINANCIAL%20INSTRUMENTS) The company's business faces market risks (including foreign exchange risk, cash flow interest rate risk, and price risk), credit risk, and liquidity risk, with no changes in risk management policies since year-end, and the company analyzes the fair value of financial instruments based on the hierarchy of input data used in valuation methods - The Group's operations expose it to various financial risks: **market risk** (including foreign exchange risk, cash flow interest rate risk, and price risk), **credit risk**, and **liquidity risk**[203](index=203&type=chunk)[205](index=205&type=chunk) - There have been no changes in risk management policies since year-end[204](index=204&type=chunk)[206](index=206&type=chunk) - The Group analyzes the fair value of its financial instruments based on the hierarchy of input data used in the valuation methods for measuring fair value[205](index=205&type=chunk)[207](index=207&type=chunk) [6 Revenue and Segment Information](index=43&type=section&id=6%20REVENUE%20AND%20SEGMENT%20INFORMATION) The company's chairman considers the Group's business as a single operating segment, with total revenue of **RMB 1.6313 billion** for the six months ended June 30, 2025, primarily from task and marketer matching services, and all revenue and non-current assets located in China - The Company's chairman considers the Group's business as a **single operating segment**[208](index=208&type=chunk)[210](index=210&type=chunk) Revenue Breakdown | Business Segment | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | Customised Marketing Solutions | 371,744 | 264,776 | | Task and Marketer Matching Services | 1,220,423 | 56,296 | | Marketer Assignment Services | 11,492 | 11,960 | | SaaS+ Subscription and Other Services | 27,611 | 9,565 | | **Total** | **1,631,270** | **342,597** | - All of the Group's revenue was recognized over time during the period, and all revenue and non-current assets for the six months ended June 30, 2025, and 2024 were located in China[213](index=213&type=chunk)[214](index=214&type=chunk)[215](index=215&type=chunk) [7 Other Income and Other (Losses) Gains, Net](index=44&type=section&id=7%20OTHER%20INCOME%20AND%20OTHER%20(LOSSES)%20GAINS%2C%20NET) For the six months ended June 30, 2025, other income increased to **RMB 11.038 million**, primarily from government grants, while net other (losses) gains turned into a loss of **RMB 0.474 million**, mainly due to foreign exchange losses and a significant reduction in government-refunded social security payments in 2024 Other Income and Other (Losses) Gains, Net | Metric | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | **Other Income** | | | | Government Grants | 10,686 | 5,355 | | Others | 352 | 100 | | **Subtotal** | **11,038** | **5,455** | | **Other (Losses) Gains, Net** | | | | Foreign Exchange (Losses) Gains, Net | (459) | 562 | | Reversal of Social Insurance Refund to Customers | — | 9,466 | | Gain on Redemption of Other Financial Assets Measured at Amortised Cost | — | 302 | | Others | (15) | (29) | | **Subtotal** | **(474)** | **10,301** | - Government grants primarily include **employment subsidy programs and company registration subsidies**, with no unfulfilled conditions[219](index=219&type=chunk) - In 2024, due to COVID-19, the government waived social security payments, and the company recognized refundable amounts as other income, with no refundable balance remaining in 2025[219](index=219&type=chunk) - In March 2024, the Group redeemed two private offshore funds, recovering investment principal along with returns, recognizing a gain of approximately **RMB 0.302 million**[219](index=219&type=chunk) [8 Expenses by Nature](index=46&type=section&id=8%20EXPENSES%20BY%20NATURE) For the six months ended June 30, 2025, total expenses were **RMB 1.6268 billion**, with labor costs being the largest component at **RMB 1.3091 billion**, and online platform promotion expenses significantly increasing to **RMB 137.9 million** Summary of Expenses by Nature | Expense Item | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | Employee Benefit Expenses | 124,670 | 197,795 | | Labor Costs | 1,309,147 | 120,312 | | R&D and Technical Service Expenses | 5,542 | 9,753 | | Office Expenses | 8,519 | 8,099 | | Activity Consumables | 3,197 | 5,091 | | Online Platform Promotion Expenses | 137,879 | — | | Travel and Transportation Expenses | 27,464 | 14,091 | | Other Taxes and Levies | 7,224 | 2,332 | | Amortization and Depreciation | 1,729 | 1,026 | | Auditor's Remuneration | 525 | 525 | | Other Expenses | 906 | 1,466 | | **Total** | **1,626,802** | **360,490** | [9 Employee Benefit Expenses](index=46&type=section&id=9%20EMPLOYEE%20BENEFIT%20EXPENSES) For the six months ended June 30, 2025, employee benefit expenses were **RMB 124.7 million**, a decrease from **RMB 197.8 million** in the same period last year, primarily due to reductions in wages and salaries, discretionary bonuses, and retirement benefit scheme contributions Summary of Employee Benefit Expenses | Expense Item | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | Wages and Salaries | 93,294 | 143,520 | | Discretionary Bonuses | 2,440 | 6,361 | | Retirement Benefit Scheme Contributions | 18,945 | 34,792 | | Housing Benefits and Other Expenses | 9,991 | 13,122 | | **Total** | **124,670** | **197,795** | [10 Finance Income (Costs), Net](index=47&type=section&id=10%20FINANCE%20INCOME%20(COSTS)%2C%20NET) For the six months ended June 30, 2025, net finance income turned into a cost of **RMB 0.89 million**, primarily due to decreased bank interest income and increased interest expenses on bank borrowings, trade receivables factoring, lease liabilities, and amounts due to non-controlling shareholders Summary of Finance Income (Costs), Net | Metric | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | **Finance Income** | | | | Bank Interest Income | 1,351 | 1,799 | | **Finance Costs** | | | | Interest Expense on Bank Borrowings | (1,131) | (1,024) | | Interest on Factoring of Trade Receivables | (306) | (209) | | Interest Expense on Lease Liabilities | (270) | (42) | | Interest Expense on Amounts Due to Non-Controlling Shareholders | (534) | (73) | | **Finance (Costs) Income, Net** | **(890)** | **451** | [11 Income Tax (Expense) Credit](index=47&type=section&id=11%20INCOME%20TAX%20(EXPENSE)%20CREDIT) For the six months ended June 30, 2025, income tax expense increased to **RMB 3.678 million** from a credit of **RMB 0.855 million** in the prior year, primarily due to higher taxable income from increased core business profits; the company is exempt from income tax in the Cayman Islands and BVI, had no taxable profit in Hong Kong, and its Chinese subsidiaries are subject to a **25%** corporate income tax rate, with some high-tech and small-profit enterprises enjoying preferential rates - Group entities incorporated in the Cayman Islands and British Virgin Islands are **exempt from any income tax**[226](index=226&type=chunk)[227](index=227&type=chunk) - Hong Kong profits tax rate is **16.5%**, with no taxable profit during the reporting period, thus no provision was made[228](index=228&type=chunk)[232](index=232&type=chunk) - China corporate income tax is provided at a rate of **25%**; subsidiary Shanghai Ruosheng Mika Information Technology Co., Ltd., as a high-tech enterprise, enjoys a preferential income tax rate of **15%**[230](index=230&type=chunk)[231](index=231&type=chunk)[234](index=234&type=chunk) - Some Chinese subsidiaries qualify as "small-profit enterprises" and enjoy a two-tiered preferential tax rate: the first **RMB 1 million** is taxed at **20%**, and the excess is taxed at **25%**[235](index=235&type=chunk)[236](index=236&type=chunk) Summary of Income Tax Expense (Credit) | Metric | 2025 (RMB '000) | 2024 (RMB '000) | | :--- | :--- | :--- | | Current Income Tax — China Current Tax | 6,643 | 1,898 | | Deferred Tax | (2,965) | (2,753) | | **Total** | **3,678** | **(855)** | [12 Earnings (Loss) Per Share](index=50&type=section&id=12%20EARNING%20(LOSS)%20PER%20SHARE) For the six months ended June 30, 2025, basic earnings per share attributable to owners of the Company improved to **RMB 0.06** from a loss of **RMB 0.03** per share in the prior year, with diluted earnings per share being the same as basic earnings per share due to no outstanding potential ordinary shares in both periods Summary of Earnings (Loss) Per Share | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Profit (Loss) Attributable to Owners of the Company (RMB '000) | 6,317 | (3,493) | | Weighted Average Number of Ordinary Shares in Issue | 109,602,200 | 123,421,612 | | Basic Earnings (Loss) Per Share (RMB) | 0.06 | (0.03) | - Diluted earnings (loss) per share for both periods were the same as basic earnings per share, as there were no outstanding potential ordinary shares in either period[242](index=242&type=chunk)[245](index=245&type=chunk) [13 Dividend](index=50&type=section&id=13%20DIVIDEND) For the six months ended June 30, 2025, the company neither paid nor declared any dividends, consistent with the same period last year - No dividends were paid or declared for the six months ended June 30, 2025, nor have any dividends been declared since the end of the interim reporting period (for the six months ended June 30, 2024: nil)[243](index=243&type=chunk)[246](index=246&type=chunk) [14 Plant and Equipment](index=50&type=section&id=14%20PLANT%20AND%20EQUIPMENT) For the six months ended June 30, 2025, additions to plant and equipment amounted to approximately **RMB 0.089 million**, largely consistent with the same period last year, with no disposals of plant and equipment during the period - For the six months ended June 30, 2025, additions to plant and equipment amounted to approximately **RMB 0.089 million** (same period in 2024: **RMB 0.066 million**)[244](index=244&type=chunk)[247](index=247&type=chunk) - For the six months ended June 30, 2025, there were no disposals of plant and equipment (same period in 2024: **RMB 1 thousand**)[244](index=244&type=chunk)[247](index=247&type=chunk) [15 Trade Receivables, Deposits, Other Receivables and Prepayments](index=51&type=section&id=15%20TRADE%20RECEIVABLES%2C%20DEPOSITS%2C%20OTHER%20RECEIVABLES%20AND%20PREPAYMENTS) As of June 30, 2025, net trade receivables increased to **RMB 369.2 million**, primarily aged within **180** days, while total deposits, other receivables, and prepayments amounted to **RMB 113.5 million**, with significant portions being deposits paid to external labor service providers and prepayments for O2O instant retail marketing services to online platforms; the company has strengthened credit management, leading to a decrease in impairment provisions Net Trade Receivables and Ageing Analys

Digital Freight Platform Development - The digital freight platform has integrated over 8 million trucks and 7 million drivers, significantly enhancing resource coordination efficiency in the logistics sector[7]. - The company operates the largest digital freight platform in China, focusing on a comprehensive digital service model across 12 business links in the road freight industry[10]. - The digital freight platform aims to improve operational efficiency and service quality through AI technology, leveraging real-time, multi-dimensional data generated during transportation[10]. - The company is committed to building a data empowerment system that includes four stages: data accumulation, processing and analysis, transparent application, and optimization[12]. - The digital freight platform enhances the stability of capacity supply and protects the rights of truck drivers through rules and technological means[7]. - The platform's operational model aims to reduce intermediate links and improve information asymmetry and resource mismatch in freight transactions[7]. - The digital freight platform is expected to play a core role in the digital tax governance of the logistics industry, as mandated by the State Council[7]. - The company is enhancing its market competitiveness by continuously improving its digital technology application capabilities[8]. - The company focuses on enhancing the digital application depth of logistics projects and aims for high-quality growth in online GTV[15]. Financial Performance - The company's total revenue for the six months ended June 30, 2025, was approximately RMB 3,030.2 million, a decrease of about RMB 227.0 million (or approximately 7.0%) compared to RMB 3,257.2 million for the same period in 2024[45]. - Revenue from freight services accounted for 93.26% of total revenue in 2025, amounting to RMB 2,825.976 million, down from 95.01% in 2024[46]. - Operating costs for the reporting period were approximately RMB 2,828.5 million, a decrease of about RMB 254.5 million (or approximately 8.3%) compared to RMB 3,083.0 million for the same period in 2024[47]. - Gross profit increased by approximately RMB 27.4 million (or about 15.7%) to RMB 201.6 million, with a gross margin rising from 5.35% in 2024 to 6.65% in 2025[48]. - Other income and gains rose by approximately RMB 3.7 million (or about 46.8%) to RMB 11.6 million, primarily due to an increase in government subsidies[49]. - Research and development expenses increased by approximately RMB 6.4 million (or about 16.4%) to RMB 45.4 million, driven by an increase in R&D personnel[52]. - The company recorded a profit attributable to owners of approximately RMB 28.0 million for the reporting period, compared to RMB 24.0 million for the six months ended June 30, 2024[58]. - Adjusted net profit for the six months ended June 30, 2025, was approximately RMB 26.8 million, an increase of about RMB 1.8 million (or approximately 7.04%) compared to RMB 25.0 million for the same period in 2024[62]. Operational Efficiency and Technology - The AI application "Tingjie" significantly reduced labor costs by 76% in truck driver management operations, enhancing operational efficiency[13]. - The digital freight platform enables real-time recording of first-hand data across 12 business links, improving operational efficiency and management capabilities[21]. - The company is committed to building a data-driven decision-making mechanism to enhance business operations and management capabilities[13]. - The AI assistant "Tingjie" has transitioned from basic semantic interaction to automated transportation process services, significantly reducing the workload for truck drivers[35]. - The company launched a data service for shippers based on first-hand data, providing analysis and applications in project management, cost management, capacity operation, and risk management[42]. Community and Driver Support - The "Kafriend Zone" community has over 3.5 million registered users and approximately 3.3 million followers on social media platforms[22]. - The company has established offline branches in 298 cities across China, managed by local truck drivers[22]. - The company provided safety operation services to over 100,000 truck drivers, helping them achieve safer and more efficient transportation[25]. - The online community facilitated over 16,600 monthly inquiries, with an 88.8% resolution rate for issues related to road conditions and industry knowledge[25]. - The company has integrated resources into freight business scenarios to enhance the rights protection system for truck drivers[23]. - The company has established a free legal aid center in the online community to assist truck drivers with business and life-related issues[24]. - The digital freight business has created stable freight order sources, enhancing collaboration between truck drivers and shippers[25]. - The company has connected 691,000 drivers to labor unions across six provinces, enriching support services for truck drivers[25]. Market and Customer Engagement - The number of shippers on the digital freight platform reached 4,801 in the first half of 2025, with a cumulative total of 17,702 shippers as of June 30, 2025, an increase of 1,925 from June 30, 2024[31]. - Approximately 4.3 million shipping orders were completed on the platform in the first half of 2025, with an online GTV of approximately RMB 17.9 billion[31]. - The number of active truck drivers on the platform was 241,400 in the first half of 2025, with 3.8 million drivers having completed shipping orders on the platform[31]. - The company aims to improve the operational capabilities of shippers through digital applications and solutions, enabling real-time monitoring of transportation status[36]. Governance and Compliance - The company has maintained compliance with the Corporate Governance Code and has a board composition that ensures a high level of independence[93]. - The company has not pledged any assets as collateral for bank loans or other financing activities as of June 30, 2025[73]. - The company confirmed that there were no significant legal disputes or claims during the reporting period[102]. - The company is focused on maintaining compliance with the Securities and Futures Ordinance regarding the disclosure of interests and short positions[112]. Equity Incentive Plans - The 2019 Hefei Weitian equity incentive plan was approved on October 31, 2019, aiming to attract and retain key employees and directors, remaining effective until all options are vested or expire, not exceeding 72 months[121]. - As of June 30, 2025, there are 5,282,971 restricted shares pending grant under the 2019 plan, accounting for approximately 0.3790% of the total issued shares[123]. - The 2020 Hefei Weitian equity incentive plan was approved on November 30, 2020, with no limit on the maximum benefits for each participant[129][132]. - The total number of restricted shares available for grant under the 2020 plan is capped at 515,015 shares, which splits into 8,240,240 shares post-split, with 1,510,459 shares pending grant as of June 30, 2025, representing about 0.1084% of the total issued shares[131]. - The vesting period for the 2019 Hefei Weitian options ranges from 19 to 55 months, with specific vesting schedules based on performance and employment duration[126]. - For the 2020 plan, the vesting period generally spans 2 to 5 years, with 25% of the rewards vesting at specified intervals[134]. - During the reporting period, 256,304 restricted share rewards were forfeited due to employee departures, with no rewards canceled or expired under the 2019 plan[133]. - The 2021 Hefei Weitian equity incentive plan allows for a total of 742,000 restricted shares to be granted, with 167,248 shares remaining available for grant as of the mid-term report date, representing approximately 0.0120% of the total issued shares[141].

企業使命 呵護一生 溫暖一城 企業願景 成為中國卓越的 品質服務運營商 公司概覽 雅生活智慧城市服務股份有限公司（「雅生活」或「本公司」，連同其附屬公司，統稱「本集團」）是定位中高端 的全國化綜合性物業管理服務商。本集團以「成為中國卓越的品質服務運營商」為企業願景，致力為業主提 供高品質、全場景服務。目前，本集團擁有物業管理服務、業主增值服務、城市服務及外延增值服務四大業 務線，服務範圍覆蓋全國28個省、直轄市和自治區，建立了涵蓋住宅、公共建築和商業辦公的均衡業態佈局。 截至2025年6月30日止，本集團合約總建築面積及在管總建築面積分別為692.3百萬平方米及516.7百萬平方米。 2018年2月9日，本集團從雅居樂集團控股有限公司（「雅居樂控股」，連同其附屬公司，「雅居樂集團」）成功 分拆，成為中華人民共和國（「中國」）首家正式紅籌分拆H股上市的物業管理企業。 目錄 | 1 | 公司概覽 | | --- | --- | | 2 | 公司資料 | | 4 | 財務概要 | | 6 | 主席報告 | | 12 | 管理層討論和分析 | | 21 | 企業管治 | | 23 | 其他資料 | | 32 | 中期 ...

Financial Performance - Revenue for the six months ended June 30, 2025, was RMB 2,072,472 thousand, a decrease of 1.9% compared to RMB 2,112,181 thousand in the same period of 2024[5] - Gross profit for the same period was RMB 138,742 thousand, down 6.0% from RMB 147,340 thousand year-over-year[5] - The net loss attributable to equity holders for the period was RMB 35,530 thousand, compared to a loss of RMB 12,290 thousand in the prior year, representing a significant increase in losses[5] - Basic loss per share for the period was RMB 1.43, compared to RMB 0.50 in the previous year, indicating a worsening financial performance[5] - The company reported a pre-tax loss of RMB 26,124 thousand for the six months ended June 30, 2025, compared to a pre-tax loss of RMB 4,686 thousand in the same period of 2024[23][24] - The company reported a basic loss attributable to equity holders of RMB 35,530,000 for the six months ended June 30, 2025, compared to a loss of RMB 12,290,000 for the same period in 2024[35] Assets and Liabilities - Total assets as of June 30, 2025, were RMB 7,500,395 thousand, slightly down from RMB 7,526,305 thousand at the end of 2024[7] - Current liabilities decreased to RMB 2,550,037 thousand from RMB 2,657,623 thousand, reflecting improved short-term financial management[7] - The equity attributable to the company's owners was RMB 7,307,176 thousand, a slight decrease from RMB 7,342,706 thousand at the end of 2024[7] - For the six months ended June 30, 2025, total revenue reached RMB 2,072,472 thousand, a decrease from RMB 2,112,181 thousand for the same period in 2024, representing a decline of approximately 1.9%[20][24] - Total assets as of June 30, 2025, were RMB 10,050,432 thousand, with total liabilities amounting to RMB 2,561,676 thousand[26] Cash Flow - The net cash used in operating activities for the six months ended June 30, 2025, was RMB 303,325,000, compared to RMB 49,577,000 for the same period in 2024[10] - The net cash generated from investing activities was RMB 304,996,000 for the six months ended June 30, 2025, compared to RMB 49,572,000 in the same period of 2024[11] - The company experienced a significant increase in inventory reduction, which amounted to RMB 184,451,000 compared to RMB 198,117,000 in the previous year[10] - The company’s financing activities resulted in a net cash outflow of RMB 11,095,000, compared to RMB 8,472,000 in the same period of 2024[11] - The cash and cash equivalents decreased to RMB 678,938,000 as of June 30, 2025, down from RMB 1,027,775,000 at the beginning of the year[11] Sales and Revenue Breakdown - Sales of light commercial vehicles amounted to RMB 932,672,000, an increase of 3.1% from RMB 902,670,000 in the previous year[16] - The company reported a decrease in sales of chassis, which fell to RMB 170,909,000 from RMB 298,421,000, representing a decline of 42.8%[16] - Vehicle sales for the first half of 2025 reached 16,842 units, a year-on-year decrease of 1.82%[64] - Sales revenue for the same period was RMB 2.072 billion, down 1.88% year-on-year[64] - Revenue contributions from light commercial vehicles and chassis, and medium and heavy vehicles and chassis were RMB 1,092,978,000 and RMB 500,215,000, respectively, accounting for 76.87% of total revenue[76] Inventory and Receivables - Inventory levels decreased to RMB 1,092,057 thousand from RMB 1,276,508 thousand, indicating a reduction in stock[6] - Accounts receivable, notes receivable, and other receivables totaled RMB 2,251,530,000 as of June 30, 2025, an increase of 18.8% from RMB 1,895,089,000 at the end of 2024[37] - The aging analysis of accounts receivable showed that RMB 186,624,000 was within 3 months, while RMB 438,144,000 was between 7 to 12 months[40] - The company reported notes receivable of RMB 642,749,000 as of June 30, 2025, significantly up from RMB 337,650,000 at the end of 2024[41] Corporate Governance and Compliance - The company has complied with all applicable provisions of the Corporate Governance Code as of June 30, 2025[86] - The interim results for the six months ending June 30, 2025, were not audited but reviewed by the company's auditors[89] - All directors and former supervisors complied with the standard code for securities trading during the reporting period[87] - The company has maintained high standards of corporate governance to enhance investor confidence and protect shareholder rights[86] Research and Development - Research and development expenditure intensity reached 4.51% in the first half of 2025, indicating a strong commitment to innovation[65] - New product launches included the H47 coal transportation vehicle and high-cost performance products T28 and KV800, with a hybrid pickup research project completed[66] - The company aims to enhance product competitiveness and expand its product lineup, focusing on electric vehicles and hydrogen energy[67] Future Plans - The company plans to continue focusing on the production and sales of light commercial vehicles, pickup trucks, medium and heavy trucks, and automotive parts, components, and others as part of its operational strategy[21] - The company plans to strengthen its market presence by building localized teams and expanding its sales and service network overseas[67] - The company is committed to reducing overall vehicle costs and enhancing operational efficiency through digital transformation[68]

2025 中期報告 目錄 | 釋義 | 2 | | --- | --- | | 公司簡介 | 4 | | 財務摘要 | 6 | | 管理層討論與分析 | 9 | | 股本變動及股東詳情 | 63 | | 董事、監事、高級管理人員及僱員 | 68 | | 重要事項 | 73 | | 簡明合併中期財務報表審閱報告 | 76 | | 簡明合併中期綜合收益表 | 77 | | 簡明合併中期財務狀況表 | 79 | | 簡明合併中期權益變動表 | 81 | | 簡明合併中期現金流量表 | 82 | | 簡明合併中期財務報表附註 | 84 | | 未經審計補充財務信息 | 151 | 釋義 在本中期報告內，除文義另有所指外，下列詞語具有以下涵義： | 「H股」 | 指 | 本行股本中每股面值人民幣1.00元的境外上市外資股，於2025年1月13 | | --- | --- | --- | | | | 日於香港聯交所主板上市，並以港幣認購及交易 | | 「港元」或「港幣」 | 指 | 香港法定貨幣港元 | | 「香港」 | 指 | 中國香港特別行政區 | | 「香港聯交所」 | 指 | 香港聯合交易所有限公司 | | 「國 ...

Condensed Consolidated Financial Statements [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2025, the company's revenue significantly decreased by 54.2% to USD 1,481 thousand, leading to a substantial reduction in gross profit, and a loss before tax of USD 204 thousand, with basic loss per share of US cents 0.03 Key Data from Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | June 30, 2025 (USD thousand) | June 30, 2024 (USD thousand) | Change | | :--- | :--- | :--- | :--- | | Revenue | 1,481 | 3,232 | -54.2% | | Gross Profit | 1,121 | 1,968 | -43.1% | | (Loss) Profit Before Tax | (204) | 152 | From profit to loss | | (Loss) Profit for the Period Attributable to Owners of the Company | (203) | 165 | From profit to loss | | Basic (Loss) Earnings Per Share | (0.03 US cents) | 0.02 US cents | From profit to loss | [Condensed Consolidated Statement of Financial Position](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the company's total assets slightly increased, with non-current assets remaining stable and current assets rising, while liabilities increased primarily due to new bank borrowings, leading to a slight decrease in total equity Key Data from Condensed Consolidated Statement of Financial Position | Indicator | June 30, 2025 (USD thousand) | December 31, 2024 (USD thousand) | Change | | :--- | :--- | :--- | :--- | | Non-current Assets | 82,243 | 82,415 | -0.2% | | Current Assets | 14,068 | 12,384 | +13.6% | | Current Liabilities | 2,812 | 2,310 | +21.7% | | Non-current Liabilities | 18,408 | 16,206 | +13.6% | | Total Equity | 75,091 | 76,283 | -1.6% | [Condensed Consolidated Statement of Changes in Equity](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2025, the company's total equity decreased from USD 76,194 thousand to USD 75,091 thousand, primarily due to a loss for the period of USD 203 thousand and dividends paid of USD 942 thousand, partially offset by exchange differences gain of USD 42 thousand - In the first half of 2025, the loss for the period attributable to owners of the company was **USD 203 thousand**, compared to a profit of **USD 165 thousand** in the same period of 2024[5](index=5&type=chunk) - In the first half of 2025, exchange differences arising from translation of overseas operations amounted to **USD 42 thousand**, compared to **USD 707 thousand** in the same period of 2024[5](index=5&type=chunk) - Dividends of **USD 942 thousand** were distributed in both periods[5](index=5&type=chunk) [Condensed Consolidated Cash Flow Statement](index=5&type=section&id=Condensed%20Consolidated%20Cash%20Flow%20Statement) For the six months ended June 30, 2025, net cash flow from operating activities turned from a net inflow to a net outflow of USD 2,154 thousand, while net cash flow from investing activities remained a net inflow of USD 130 thousand, and financing activities turned to a net inflow of USD 1,469 thousand due to new bank borrowings, resulting in a decrease in period-end cash and cash equivalents to USD 8,097 thousand Key Data from Condensed Consolidated Cash Flow Statement | Indicator | June 30, 2025 (USD thousand) | June 30, 2024 (USD thousand) | Change | | :--- | :--- | :--- | :--- | | Net Cash (Used in) Generated from Operating Activities | (2,154) | 498 | From inflow to outflow | | Net Cash Generated from Investing Activities | 130 | 164 | -20.8% | | Net Cash Generated from (Used in) Financing Activities | 1,469 | (1,026) | From outflow to inflow | | Net Decrease in Cash and Cash Equivalents | (555) | (364) | Decrease widened | | Bank Balances and Cash as of June 30 | 8,097 | 9,496 | -14.7% | Notes to the Condensed Consolidated Financial Statements [1. Basis of Preparation](index=6&type=section&id=1.%20Basis%20of%20Preparation) The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 Interim Financial Reporting issued by the Hong Kong Institute of Certified Public Accountants and the disclosure requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited - Basis of preparation: Hong Kong Accounting Standard 34 Interim Financial Reporting issued by the Hong Kong Institute of Certified Public Accountants[7](index=7&type=chunk) - Disclosure requirements: Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[7](index=7&type=chunk) [2. Principal Accounting Policies](index=6&type=section&id=2.%20Principal%20Accounting%20Policies) The condensed consolidated financial statements are primarily prepared under the historical cost convention, with certain properties and financial instruments measured at revalued amounts or fair value, and accounting policies for the current period are consistent with the previous year, except for changes arising from the application of amendments to HKFRSs - Primary measurement basis: Historical cost convention, with certain properties and financial instruments measured at revalued amounts or fair value[8](index=8&type=chunk) - Consistency of accounting policies: Consistent with those presented in the annual consolidated financial statements for the year ended December 31, 2024, except for the application of amendments to HKFRSs[8](index=8&type=chunk) [Application of Amendments to HKFRSs](index=6&type=section&id=Application%20of%20Amendments%20to%20HKFRSs) - During the current interim period, the Group first applied amendments to Hong Kong Financial Reporting Standards issued by the HKICPA, including HKAS 21 (Amendment) 'Lack of Exchangeability'[9](index=9&type=chunk) - These amendments had no significant impact on the Group's financial position, performance, or disclosures[9](index=9&type=chunk) [3. Revenue and Segment Information](index=7&type=section&id=3.%20Revenue%20and%20Segment%20Information) The Group's revenue primarily derives from the manufacturing and sale of footwear products and property leasing, with footwear product revenue significantly decreasing and property leasing revenue also declining, resulting in a 54.2% year-on-year reduction in total revenue, and segment results indicate continued losses in the footwear products business while the property leasing business remains profitable - Total revenue: Decreased by **54.2%** from **USD 3,232 thousand** in the same period of 2024 to **USD 1,481 thousand** in 2025[10](index=10&type=chunk) Changes in Revenue Composition | Revenue Source | June 30, 2025 (USD thousand) | June 30, 2024 (USD thousand) | Change | | :--- | :--- | :--- | :--- | | Manufacturing and Sale of Footwear Products | 13 | 1,033 | -98.7% | | Property Leasing | 1,468 | 2,199 | -33.3% | | **Total Revenue** | **1,481** | **3,232** | **-54.2%** | Segment Results | Segment | June 30, 2025 (USD thousand) | June 30, 2024 (USD thousand) | | :--- | :--- | :--- | | Footwear Products | (204) | (142) | | Property Leasing | 1,270 | 1,966 | | **Total Segment Results** | **1,066** | **1,824** | [(i) Disaggregation of Revenue](index=7&type=section&id=(i)%20Disaggregation%20of%20Revenue) - Revenue from manufacturing and sale of footwear products: **USD 13 thousand** in the first half of 2025, compared to **USD 1,033 thousand** in the same period of 2024[10](index=10&type=chunk) - Property leasing revenue: **USD 1,468 thousand** in the first half of 2025, compared to **USD 2,199 thousand** in the same period of 2024[10](index=10&type=chunk) - Revenue from footwear products is recognized when control of the goods is transferred, which is when the goods are delivered to the customer's specified location[11](index=11&type=chunk) [(ii) Segment Revenue and Results](index=8&type=section&id=(ii)%20Segment%20Revenue%20and%20Results) - In the first half of 2025, the footwear products segment generated **USD 13 thousand** in revenue and incurred a loss of **USD 204 thousand**, representing an expanded loss compared to the prior period[14](index=14&type=chunk) - In the first half of 2025, the property leasing segment generated **USD 1,468 thousand** in revenue and a profit of **USD 1,270 thousand**, a decrease from the prior period[14](index=14&type=chunk) - In the first half of 2024, the footwear products segment generated **USD 1,033 thousand** in revenue and incurred a loss of **USD 142 thousand**; the property leasing segment generated **USD 2,199 thousand** in revenue and a profit of **USD 1,966 thousand**[16](index=16&type=chunk) [4. Finance Costs](index=9&type=section&id=4.%20Finance%20Costs) For the six months ended June 30, 2025, finance costs increased to USD 34 thousand, primarily due to new bank borrowing interest of USD 13 thousand and interest expense on lease liabilities of USD 21 thousand Finance Costs | Indicator | June 30, 2025 (USD thousand) | June 30, 2024 (USD thousand) | Change | | :--- | :--- | :--- | :--- | | Interest Expense on Lease Liabilities | 21 | 18 | +16.7% | | Bank Borrowing Interest | 13 | – | New | | **Total Finance Costs** | **34** | **18** | **+88.9%** | [5. Loss Profit Before Tax](index=10&type=section&id=5.%20Loss%20Profit%20Before%20Tax) For the six months ended June 30, 2025, the company's profit before tax turned from a profit of USD 152 thousand in the prior period to a loss of USD 204 thousand, primarily influenced by a significant decrease in revenue, reduced total employee costs but increased severance payments, and a larger loss from fair value changes of financial assets - Loss (profit) before tax: **USD (204) thousand** in the first half of 2025, compared to **USD 152 thousand** in the same period of 2024[18](index=18&type=chunk) - Total employee costs: Decreased from **USD 1,401 thousand** in the same period of 2024 to **USD 753 thousand** in 2025[18](index=18&type=chunk) - Severance payments: Increased from **USD 20 thousand** in the same period of 2024 to **USD 138 thousand** in 2025[18](index=18&type=chunk) - Gain from fair value changes of financial assets: **USD (38) thousand** in the same period of 2024 changed to **USD (178) thousand** in 2025[18](index=18&type=chunk) [6. Tax Credit](index=11&type=section&id=6.%20Tax%20Credit) For the six months ended June 30, 2025, the company received a tax credit of USD 1 thousand, compared to USD 13 thousand in the prior period, with Hong Kong profits tax calculated at 16.5% and Chinese subsidiaries at 25%, and management believes no income tax is payable under Pillar Two rules as the Group's estimated effective tax rate in all operating jurisdictions exceeds 15% - Tax credit: **USD 1 thousand** in the first half of 2025, compared to **USD 13 thousand** in the same period of 2024[19](index=19&type=chunk) - Hong Kong profits tax rate: **8.25%** for the first HKD 2 million of assessable profits for qualifying entities, and **16.5%** for the remainder; non-qualifying entities are uniformly taxed at **16.5%**[19](index=19&type=chunk) - China corporate income tax rate: **25%**[19](index=19&type=chunk) - Pillar Two rules: Management believes the Group is not required to pay income tax under Pillar Two rules, as the estimated effective tax rate in all operating jurisdictions exceeds **15%**[20](index=20&type=chunk) [7. Dividends](index=12&type=section&id=7.%20Dividends) During the current interim period, the company declared and paid a final dividend of HK cents 1.0 per share for the year ended December 31, 2024, totaling USD 942 thousand, consistent with the prior period, and the Board has decided not to declare an interim dividend - Final dividend: **HK cents 1.0** per share, totaling **USD 942 thousand**, consistent with the prior period[21](index=21&type=chunk) - Interim dividend: The Board has decided not to declare an interim dividend[22](index=22&type=chunk) [8. Loss Earnings Per Share](index=12&type=section&id=8.%20Loss%20Earnings%20Per%20Share) For the six months ended June 30, 2025, basic loss per share was US cents 0.03, compared to basic earnings per share of US cents 0.02 in the prior period, primarily based on a loss for the period attributable to owners of the company of USD 203 thousand and 730,650,000 ordinary shares issued - Basic loss (earnings) per share: **US cents (0.03)** in the first half of 2025, compared to **US cents 0.02** in the same period of 2024[23](index=23&type=chunk) - Calculation basis: Loss for the period attributable to owners of the company of **USD 203 thousand** (profit of **USD 165 thousand** in the same period of 2024) and **730,650,000** ordinary shares issued[23](index=23&type=chunk) - Potential ordinary shares: No potential ordinary shares were outstanding in either period[24](index=24&type=chunk) [9. Investment Properties](index=12&type=section&id=9.%20Investment%20Properties) As of June 30, 2025, there was no significant difference between the carrying amount of investment properties and their fair value as of December 31, 2024, with fair value assessed by independent professional valuer Wing Lee & Co. using the income approach - Carrying amount and fair value: No significant difference[25](index=25&type=chunk) - Fair value assessment: Conducted by independent professional valuer Wing Lee & Co. using the income approach[25](index=25&type=chunk) - Valuation changes: No valuation changes recognized during the period[25](index=25&type=chunk) [10. Property, Plant and Equipment](index=12&type=section&id=10.%20Property,%20Plant%20and%20Equipment) For the six months ended June 30, 2025, the Group paid approximately USD 47 thousand for additions to property, plant, and equipment, an increase from the prior period, with no significant difference between the carrying amount and fair value of buildings, and no valuation changes recognized during the period - Additions expenditure: **USD 47 thousand** in the first half of 2025, compared to **USD 29 thousand** in the same period of 2024[26](index=26&type=chunk) - Carrying amount and fair value of buildings: No significant difference[26](index=26&type=chunk) - Valuation changes: No valuation changes recognized during the period[26](index=26&type=chunk) [11. Trade and Other Receivables](index=13&type=section&id=11.%20Trade%20and%20Other%20Receivables) As of June 30, 2025, total trade and other receivables amounted to USD 2,759 thousand, a decrease from USD 3,192 thousand as of December 31, 2024, with the proportion of trade receivables over 60 days significantly increasing, indicating a potential rise in collection risk Total Trade and Other Receivables | Indicator | June 30, 2025 (USD thousand) | December 31, 2024 (USD thousand) | Change | | :--- | :--- | :--- | :--- | | Trade Receivables | 1,650 | 1,948 | -15.4% | | Other Receivables | 1,109 | 1,244 | -10.8% | | **Total Trade and Other Receivables** | **2,759** | **3,192** | **-13.5%** | Aging Analysis of Trade Receivables | Aging | June 30, 2025 (USD thousand) | December 31, 2024 (USD thousand) | | :--- | :--- | :--- | | 0 to 30 days | 1 | 221 | | 31 to 60 days | – | 313 | | Over 60 days | 1,649 | 1,414 | - The Group grants an average credit period of **60 days** to its trade customers[27](index=27&type=chunk) [12. Trade and Other Payables](index=14&type=section&id=12.%20Trade%20and%20Other%20Payables) As of June 30, 2025, total trade and other payables amounted to USD 1,840 thousand, an increase from USD 1,588 thousand as of December 31, 2024, with trade payables decreasing to zero, while other payables such as accrued wages and accrued expenses remained stable, and other payables significantly increased Total Trade and Other Payables | Indicator | June 30, 2025 (USD thousand) | December 31, 2024 (USD thousand) | Change | | :--- | :--- | :--- | :--- | | Trade Payables | – | 11 | -100% | | Accrued Wages | 276 | 271 | +1.8% | | Accrued Expenses | 305 | 319 | -4.3% | | Rental Deposits Received | 634 | 634 | 0% | | Others | 625 | 353 | +77.1% | | **Total Trade and Other Payables** | **1,840** | **1,588** | **+15.9%** | - The average credit period for purchases of goods is **90 days**[28](index=28&type=chunk) [13. Bank Borrowings](index=15&type=section&id=13.%20Bank%20Borrowings) As of June 30, 2025, the Group incurred new bank borrowings of USD 2,500 thousand, all of which are secured fixed-rate borrowings with an annual interest rate of 3%, with USD 250 thousand due within one year and USD 2,250 thousand due in more than one year but not exceeding two years - Total bank borrowings: **USD 2,500 thousand** (December 31, 2024: zero)[29](index=29&type=chunk) - Repayment terms: **USD 250 thousand** due within one year, **USD 2,250 thousand** due in more than one year but not exceeding two years[29](index=29&type=chunk) - Nature of borrowings: All are secured fixed-rate borrowings with an annual interest rate of **3%**[29](index=29&type=chunk)[30](index=30&type=chunk) - Security: Secured by pledged bank deposits of equivalent value[30](index=30&type=chunk) [14. Share Capital](index=16&type=section&id=14.%20Share%20Capital) As of June 30, 2025, the company's authorized share capital comprised 1,500,000,000 ordinary shares of HKD 0.10 each and 150 convertible non-voting preference shares of USD 100,000 each, with issued and fully paid ordinary shares totaling 730,650 thousand shares, amounting to USD 9,428 thousand, remaining unchanged from the previous year-end - Authorized ordinary shares: **1,500,000,000** shares of **HKD 0.10** each[31](index=31&type=chunk) - Authorized convertible non-voting preference shares: **150** shares of **USD 100,000** each[31](index=31&type=chunk) - Issued and fully paid ordinary shares: **730,650 thousand** shares, amounting to **USD 9,428 thousand**[31](index=31&type=chunk) - Convertible preference shares: Entitled to fixed cumulative dividends, and in certain circumstances, additional dividends, and convertible into ordinary shares; no issuance during the period[31](index=31&type=chunk) [15. Housing Provident Fund Provision](index=16&type=section&id=15.%20Housing%20Provident%20Fund%20Provision) The Group has made adequate provision for housing provident fund claims raised by employees of a subsidiary; some claim procedures are still ongoing, and the final outcome cannot be reliably estimated yet - Reason for claims: Employees of a subsidiary raised claims regarding housing provident fund[32](index=32&type=chunk) - Processing status: Some claim procedures are still ongoing, and certain appeals are still under court review[32](index=32&type=chunk) - Provision: The company's directors believe adequate provision has been made[32](index=32&type=chunk) [16. Measurement of Fair Value of Financial Instruments](index=17&type=section&id=16.%20Measurement%20of%20Fair%20Value%20of%20Financial%20Instruments) Certain financial assets of the Group are continuously measured at fair value, primarily financial assets mandatorily measured at fair value through profit or loss, with a fair value of USD 882 thousand, classified as Level 1 fair value measurement, derived from unadjusted quoted prices in active markets, and no transfers between Level 1, 2, and 3 occurred during the current interim period - Financial assets continuously measured at fair value: Financial assets mandatorily measured at fair value through profit or loss[34](index=34&type=chunk) - Fair value: **USD 882 thousand** as of June 30, 2025, and **USD 704 thousand** as of December 31, 2024[34](index=34&type=chunk) - Fair value hierarchy: Classified as Level 1, derived from unadjusted quoted prices in active markets[34](index=34&type=chunk)[35](index=35&type=chunk) - Transfers: No transfers between Level 1, Level 2, and Level 3 occurred during the current interim period[34](index=34&type=chunk) Management Discussion and Analysis [Financial Review](index=18&type=section&id=Financial%20Review) For the six months ended June 30, 2025, the Group's revenue significantly decreased by 54.2% to USD 1,481 thousand, primarily due to significant challenges in the footwear export business caused by increased US tariffs on Chinese-made goods, and the company turned from a profit before tax of USD 152 thousand to a loss before tax of USD 204 thousand, with basic earnings per share also turning to a loss of US cents 0.03 - Revenue decrease: **54.2%** year-on-year to **USD 1,481 thousand**[36](index=36&type=chunk) - Profit turned to loss: Profit before tax changed from a profit of **USD 152 thousand** to a loss of **USD 204 thousand**[36](index=36&type=chunk) - EPS turned to loss: Basic loss per share of **US cents 0.03**[37](index=37&type=chunk) - Primary reason: Escalating US tariffs on Chinese-made goods led to significant challenges for the footwear export business, with customers avoiding procurement from Chinese manufacturers[36](index=36&type=chunk) [Business Review and Outlook](index=18&type=section&id=Business%20Review%20and%20Outlook) In the first half of 2025, the highly unstable global economic and political environment, including US-China tariff disputes and high interest rates, led to a near halt in the footwear export business, with the company relying on its leasing business to maintain stable operations, and looking ahead, the export market downturn is expected to persist, requiring the Group to remain flexible, optimize operational strategies, maintain financial stability, and explore new opportunities - First-half environment: Highly unstable global economic and political environment, including US-China tariff disputes, high interest rates, and a sluggish real economy[38](index=38&type=chunk) - Footwear export business: Due to fluctuating tariff policies, the Group's exports were nearly zero for the six months of the current year[39](index=39&type=chunk) - Leasing business: Provides reliable cash flow; the Group will continue to review existing tenants and prudently seek new tenants to maximize asset utilization efficiency[39](index=39&type=chunk) - Second-half outlook: Global uncertainties are not expected to improve, and the export market downturn is anticipated to persist[39](index=39&type=chunk) - Group strategy: Maintain flexibility, optimize operational strategy, uphold financial stability, and explore new opportunities[39](index=39&type=chunk) [Liquidity and Financial Resources](index=19&type=section&id=Liquidity%20and%20Financial%20Resources) As of June 30, 2025, the Group's total net assets amounted to USD 75,091 thousand, with cash and cash equivalents decreasing to USD 8,097 thousand, and new bank borrowings of USD 2,500 thousand incurred, resulting in a current ratio of 5.0 times, which, despite a decrease from 5.4 times, management believes is sufficient to maintain adequate working capital - Total net assets: **USD 75,091 thousand**[40](index=40&type=chunk) - Cash and cash equivalents: **USD 8,097 thousand** (December 31, 2024: **USD 8,651 thousand**)[40](index=40&type=chunk) - Bank borrowings: **USD 2,500 thousand** (December 31, 2024: zero)[40](index=40&type=chunk) - Current ratio: **5.0 times** (December 31, 2024: **5.4 times**)[40](index=40&type=chunk) - Working capital: The directors believe the Group can maintain sufficient working capital for its operations and future expansion[41](index=41&type=chunk) Other Information and Corporate Governance [Directors' Interests in Shares](index=20&type=section&id=Directors'%20Interests%20in%20Shares) As of June 30, 2025, Wu Zhenchang and Wu Zong beneficially owned 8,000,000 and 1,000,000 ordinary shares of the company, respectively, totaling 1.23% of the issued share capital, and additionally, Wu Zhenshan, Wu Zhenchang, Wu Zong, and their associated companies collectively held 96% of the shares in the holding company, Pegasus Footgear Management Limited Directors' Holdings of Company's Ordinary Shares | Director Name | Capacity | Number of Ordinary Shares | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Wu Zhenchang | Beneficial Owner | 8,000,000 | 1.09% | | Wu Zong | Beneficial Owner | 1,000,000 | 0.14% | | **Total** | | **9,000,000** | **1.23%** | Directors' Holdings in Holding Company Pegasus Footgear Management Limited | Director Name | Capacity | Number of Ordinary Shares | Percentage of Issued Share Capital of Associated Corporation | | :--- | :--- | :--- | :--- | | Wu Zhenshan | Beneficial Owner and Corporation | 6,470 | 32% | | Wu Zhenchang | Corporation | 6,470 | 32% | | Wu Zong | Corporation | 6,470 | 32% | | **Total** | | **19,410** | **96%** | [Arrangement to Acquire Shares or Debentures](index=22&type=section&id=Arrangement%20to%20Acquire%20Shares%20or%20Debentures) During the reporting period, neither the company, its holding company, nor any of its subsidiaries entered into any arrangements enabling the company's directors to acquire benefits by purchasing shares or debentures of the company or any other body corporate - No acquisition arrangements: No arrangements were entered into during the period enabling directors to benefit from purchasing shares or debentures of the company or any other body corporate[45](index=45&type=chunk) [Substantial Shareholders](index=22&type=section&id=Substantial%20Shareholders) As of June 30, 2025, apart from directors' interests, Pegasus Footgear Management Limited was the company's substantial shareholder, holding 468,743,940 ordinary shares, representing 64% of the issued share capital - Substantial shareholder: Pegasus Footgear Management Limited[47](index=47&type=chunk) - Number of shares held: **468,743,940** ordinary shares[47](index=47&type=chunk) - Shareholding percentage: **64%** of the company's issued share capital[47](index=47&type=chunk) [Purchase, Sale or Redemption of the Company’s Listed Securities](index=22&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20the%20Company%E2%80%99s%20Listed%20Securities) For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - No transactions: Neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities during the period[48](index=48&type=chunk) [Corporate Governance](index=23&type=section&id=Corporate%20Governance) This section confirms the company's compliance with the Corporate Governance Code and the Model Code for Securities Transactions by Directors of Listed Issuers under the HKEX Listing Rules during the reporting period, and the Audit Committee has reviewed the Group's unaudited condensed consolidated financial information, interim report, accounting principles and practices, and discussed risk management, internal control, and financial reporting matters - Compliance with Corporate Governance Code: For the six months ended June 30, 2025, the company has consistently complied with the code provisions set out in the Corporate Governance Code under the Listing Rules[49](index=49&type=chunk) - Compliance with Model Code: Each director has consistently complied with the required standards under the Model Code throughout the six months ended June 30, 2025[50](index=50&type=chunk) - Audit Committee responsibilities: Reviewed the unaudited condensed consolidated financial information, interim report, accounting principles and practices, and discussed risk management, internal control, and financial reporting matters[51](index=51&type=chunk)

Financial Performance - In the first half of 2025, the Group's overall revenue decreased by 11.8% year-on-year, recording RMB 464.9 million due to weak consumer sentiment and cautious spending behavior [14]. - Overall revenue decreased by 11.8% to approximately RMB 464.9 million, while the overall gross profit margin slightly increased to 67.2% compared to 66.2% in 2024 [31]. - Revenue for the six months ended June 30, 2025, was RMB 464,928,000, a decrease of 11.8% compared to RMB 527,309,000 for the same period in 2024 [97]. - Loss for the period attributable to owners of the Company was RMB 18,159,000, compared to a profit of RMB 3,379,000 in the same period of 2024 [97]. - Basic and diluted loss per share was RMB (1.69) cents, compared to earnings of RMB 0.31 cents per share in the previous year [97]. - Total comprehensive loss for the period was RMB 17,710,000, compared to a total comprehensive income of RMB 3,890,000 in the same period of 2024 [99]. - The company reported a loss of RMB 18,159,000 for the six months ended June 30, 2025, compared to a profit of RMB 3,379,000 in the same period of 2024 [155]. Market Conditions - The Hong Kong operation faced challenges with a decline in revenue attributed to a branch closure and a persistently weak local consumer market [15]. - Nearly 3 million restaurants in Mainland China closed in 2024, indicating intensified competition and operational pressures in the catering market [11]. - The Chinese government introduced regulations promoting thrift, including strict alcohol bans for civil servants, negatively impacting the consumer market [14]. - Structural changes in consumption patterns were influenced by international trade uncertainties and a slowdown in the real estate market in Mainland China [14]. - Market conditions reflect a shift in consumer behavior towards value-for-money and essential dining, impacting the Group's operations [14]. Operational Strategy - The Group's strategy focused on stabilizing dine-in revenue, maintaining online exposure, and expanding takeaway business during the period [15]. - The takeaway business segmentation has become a core growth factor, with six takeaway satellite stores opened in Beijing, Shanghai, and Chengdu as of June 30, 2025 [21]. - The Group aims to promote a distinctive seafood-themed offering to support business growth, with strategies set for increasing seafood sales ratio in the first half of the year [20]. - The specialty soup and dim sum store in Shanghai has shown stable performance, prompting plans to open a second store in Beijing within the year [25]. - The Group plans to open new branches in Shanghai and Shenzhen in Q3 and Q4 of 2025, respectively, to strengthen regional presence [24]. Financial Position - Cash and cash equivalents increased by approximately RMB 9.3 million, from approximately RMB 328.3 million as of December 31, 2024, to approximately RMB 337.5 million as of June 30, 2025 [39]. - The Group's total assets as of June 30, 2025, were approximately RMB 708.3 million, down from approximately RMB 760.4 million as of December 31, 2024 [40]. - The current ratio as of June 30, 2025, was 1.0, compared to 1.1 as of December 31, 2024 [41]. - The Group had no bank borrowings as of June 30, 2025, maintaining a nil gearing ratio [41]. - The Group's capital commitment was approximately RMB 0.6 million as of June 30, 2025, compared to RMB 0.5 million as of December 31, 2024 [50]. Employee and Operational Costs - Staff costs as a percentage of revenue increased to 43.1% during the Period, compared to 40.6% in 2024 [32]. - Total staff costs decreased to RMB 200,214,000 in 2025 from RMB 216,109,000 in 2024, representing a reduction of approximately 7.4% [148]. - Depreciation of property, plant, and equipment was RMB 15,307,000 for the six months ended June 30, 2025, down from RMB 17,357,000 in 2024, a decrease of approximately 11.9% [105]. - Advertisement and promotion expenses rose to RMB 11,772,000 in 2025, compared to RMB 9,304,000 in 2024, an increase of approximately 26.5% [148]. Shareholder Information - As of June 30, 2025, Ms. Weng Peihe held 34,950,000 shares, representing approximately 3.24% of the total shareholding [69]. - Mr. Yip Shu Ming held 247,944,000 shares, representing approximately 23.04% of the total shareholding [69]. - Best Active Investments Limited, owned by Mr. Chan Man Wai, held 352,500,000 shares, representing approximately 32.75% of the total shareholding [74]. - The Company adopted a Share Award Scheme on April 1, 2021, which is valid for a term of 10 years, with approximately 5 years and 7 months remaining [78]. - As of June 30, 2025, the total number of shares available for issue under the Share Award Scheme is 97,602,750, representing approximately 9.07% of the total issued shares [84]. Dividends - No interim dividend was declared for the six months ended June 30, 2025, consistent with the previous year [90]. - A final dividend of HK1.00 cent per share for the year ended December 31, 2024, was approved, amounting to approximately RMB 10,115,000 [90]. Impairment and Losses - The Group recognized impairment losses on property, plant, and equipment of approximately RMB 2.9 million, up from approximately RMB 0.4 million in 2024 [33]. - The impairment of property, plant, and equipment increased significantly to RMB 2,912,000 in 2025 from RMB 423,000 in 2024, marking a substantial rise [148]. Cash Flow and Investments - Net cash generated from operating activities during the Period was approximately RMB 33.1 million [39]. - For the six months ended June 30, 2025, net cash flows from investing activities were RMB 1,720,000, a significant improvement from RMB (33,798,000) in the same period of 2024 [106]. - Cash generated from operations for the six months ended June 30, 2025, was RMB 37,905,000, down from RMB 66,238,000 in 2024, indicating a decrease of approximately 42.9% [105]. Financial Instruments and Fair Value - The Group's financial instruments are categorized into three levels based on the observability of inputs used in valuation, with Level 3 inputs being the most significant [181]. - The fair value hierarchy includes Level 1 (quoted prices in active markets), Level 2 (significant observable inputs), and Level 3 (significant unobservable inputs) for financial instruments [183]. - The total loss recognized in the statement of profit or loss for unlisted debt investments was RMB 9,015,000 during the period [185].

重要提示 不適用 六. 前瞻性陳述的風險聲明 本報告中涉及的未來計劃等前瞻性陳述，不構成公司對投資者的實質性承諾，請投資者注意投資風險。 七. 是否存在被控股股東及其他關聯方非經營性佔用資金情況 否 八. 是否存在違反規定決策程序對外提供擔保的情況 否 九. 是否存在半數以上董事無法保證公司所披露半年度報告的真實性、準確性和完整性 否 十. 重大風險提示 公司已在半年度報告中詳細描述了公司可能面臨的風險，敬請查閱本報告「董事會報告、管理層討論與分 析」章節關於公司可能面臨風險的描述。 十一. 其他 除特別註明外，本報告所有金額幣種均為人民幣。本報告中任何數據及表格所載的數據之差，是由於四 捨五入計算所致。 2025 中期報告 1 一. 本公司董事會及董事、高級管理人員保證半年度報告內容的真實性、準確性、完整性，不存在虛假記載、 誤導性陳述或重大遺漏，並承擔個別和連帶的法律責任。 二. 本報告經公司2025年8月29日召開的第三屆董事會第七十六次會議審議通過，公司全體董事出席董事會會議。 三. 本公司2025年半年度財務報表已經德勤華永會計師事務所（特殊普通合夥）審閱，但未經審計。德勤華永 會計師事務所（特殊普 ...

Company Information [Board of Directors and Company Secretary](index=3&type=section&id=Board%20of%20Directors%20and%20Company%20Secretary) This chapter lists the executive directors, independent non-executive directors, and company secretary of Xinyi Energy Holdings Limited, noting their committee roles - Executive Directors include Mr. Li Shengpo (Chairman), Tan Sri Dato' Dr. Ong Thian Seng (Vice Chairman), Mr. Ong Kuang Yang (CEO), and Mr. Li Youqing[4](index=4&type=chunk) - Independent Non-Executive Directors include Mr. Leung Ting Yuk, Mr. Ip Kwok Him, and Ms. Lu Fang[4](index=4&type=chunk) - The Company Secretary is Mr. Chu Chan Fai (Certified Public Accountant)[4](index=4&type=chunk) [Registered and Principal Places of Business](index=3&type=section&id=Registered%20and%20Principal%20Places%20of%20Business) The company's registered office is in the British Virgin Islands, with its principal place of business in Wuhu, Anhui Province, China, and Hong Kong - Registered Office: Jayla Place, Wickhams Cay I, Road Town, Tortola, VG1110, British Virgin Islands[4](index=4&type=chunk) - Principal Place of Business in China: No. 102 Meidiya Avenue, Eqiao Town, Sanshan District, Wuhu City, Anhui Province[4](index=4&type=chunk) - Principal Place of Business in Hong Kong: Units 2118-2120, 21st Floor, Capital Tower, 135 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong[5](index=5&type=chunk) [Legal Advisers, Auditors and Banks](index=3&type=section&id=Legal%20Advisers%2C%20Auditors%20and%20Banks) This chapter lists the company's Hong Kong legal advisers, auditors, and principal bankers, providing professional support and financial services for its operations - Hong Kong Legal Advisers: Sidley Austin[6](index=6&type=chunk) - Auditors: Ernst & Young[6](index=6&type=chunk) - Principal Bankers include Bank of China (Hong Kong), Hang Seng Bank, and The Hongkong and Shanghai Banking Corporation Limited[7](index=7&type=chunk) [Shares and Key Dates](index=4&type=section&id=Shares%20and%20Key%20Dates) This chapter provides the company's share listing information, market capitalization, and important financial dates, including the interim dividend payment date - Listed on the Main Board of The Stock Exchange of Hong Kong Limited, stock code: 03868, listing date: May 28, 2019[7](index=7&type=chunk) Share Information | Indicator | Value | | :--- | :--- | | Board Lot Size | 2,000 ordinary shares | | Financial Year End | December 31 | | Share Price as of June 30, 2025 | HKD 1.15 | | Market Capitalization as of June 30, 2025 | Approximately HKD 9.63 billion | - Key dates: Share transfer registration will be suspended from August 18 to August 20, 2025, and the proposed interim dividend payment date is on or about October 10, 2025[8](index=8&type=chunk) Financial Summary [Financial Summary](index=5&type=section&id=Financial%20Summary) This chapter summarizes the company's key financial performance for the six months ended June 30, 2025, showing growth in both revenue and profit attributable to equity holders, along with improved earnings and dividends per share Financial Summary for the Six Months Ended June 30 | Indicator | 2025 (RMB million) | 2024 (RMB million) | | :--- | :--- | :--- | | Revenue | 1,210.2 | 1,124.0 | | Profit attributable to equity holders of the Company | 449.8 | 364.4 | | Dividends | 222.1 | 177.8 | | Earnings per share (RMB cents) | 5.37 | 4.41 | | Dividends per share (HK cents) | 2.9 | 2.3 | Equity Summary as of June 30 | Indicator | 2025 (RMB million) | 2024 (RMB million) | | :--- | :--- | :--- | | Equity attributable to equity holders of the Company | 12,744.8 | 12,168.4 | - As of June 30, 2025, equity attributable to equity holders of the Company was **RMB 12,744.8 million**, an increase from **RMB 12,168.4 million** as of June 30, 2024[10](index=10&type=chunk) Chairman's Statement [Overview](index=6&type=section&id=Overview) China's carbon peak and neutrality goals, along with supportive policies, have driven rapid growth in the photovoltaic industry, with mature technology and falling costs solidifying solar's position as a clean energy source; despite policy-driven installation surges and grid curtailment issues, the Group achieved revenue and profit growth in the first half of 2025 - China's "carbon peak before 2030, carbon neutrality before 2060" targets and various supportive policies (financial subsidies, grid connection convenience, land concessions, technological incentives) are driving rapid development of the photovoltaic industry[12](index=12&type=chunk) - The "Administrative Measures for the Development and Construction of Distributed Photovoltaic Power Generation" issued in January 2025 stipulate that projects connected to the grid before May 1, 2025, will enjoy 20 years of fixed financial subsidies, while new projects thereafter will operate fully under market mechanisms[12](index=12&type=chunk) - The "Notice on Deepening the Market-Oriented Reform of New Energy On-grid Tariffs and Promoting High-Quality Development of New Energy" issued in February 2025 promotes the full integration of new energy projects into the electricity market, differentiating pricing mechanisms for existing and new projects[15](index=15&type=chunk) - Driven by policies, China's newly installed photovoltaic capacity exceeded **200 GW** in the first half of 2025, with **92.92 GW** in May, setting a new monthly record[15](index=15&type=chunk) - Grid curtailment restrictions led to some power curtailment losses for the Group during the period, and some market-based electricity transaction prices were slightly lower than on-grid tariffs, resulting in a decrease in electricity sales revenue[16](index=16&type=chunk)[17](index=17&type=chunk) Financial Comparison for H1 2025 vs H1 2024 | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 1,210.2 | 1,124.0 | +7.7% | | Profit attributable to equity holders of the Company | 449.8 | 364.4 | +23.4% | | Basic earnings per share (RMB cents) | 5.37 | 4.41 | - | [Business Review](index=8&type=section&id=Business%20Review) In the first half of 2025, the Group's total power generation increased by 22.7% year-on-year, primarily due to newly acquired large-scale solar farm projects and the full operation of the 2024 portfolio; the Group continued to expand grid-parity project capacity, reducing reliance on feed-in tariff policies, with electricity sales revenue growing by 14.9%, driving improved operating cash flow and financial stability - In the first half of 2025, the Group's total power generation from solar farm projects increased by **22.7%** compared to the first half of 2024[18](index=18&type=chunk) - The increase in power generation was mainly due to the successful acquisition of a large-scale solar farm project (2025 portfolio) and the full operation of the 2024 portfolio[18](index=18&type=chunk) - In the first half of 2025, the Group acquired a grid-parity solar farm project with an approved capacity of **30 MW** from Xinyi Solar Group[21](index=21&type=chunk) - As of June 30, 2025, the Group operated and held solar farm projects with an approved generation capacity of **4,540.5 MW**, of which **1,734 MW** were under feed-in tariff policies and **2,806.5 MW** under grid-parity policies[21](index=21&type=chunk) - Electricity sales contributed **61.2%** of the Group's revenue, an increase of **14.9%** compared to the first half of 2024, with the increase in grid-parity projects driving improved operating cash flow and financial stability[21](index=21&type=chunk) [Business Outlook](index=9&type=section&id=Business%20Outlook) Facing new energy market reforms, the Group is closely monitoring policy details and adjusting its acquisition strategy to address tariff uncertainties; it plans to stabilize revenue and enhance market volatility resilience by signing medium-to-long-term power purchase agreements and establishing a market-oriented trading team, while also planning to set up an infrastructure securities investment fund for financial flexibility, reducing financing costs and exchange rate risks through increased domestic long-term bank loans and currency conversions, and expanding overseas with a 100 MW Malaysia project expected to commence in the second half of the year, alongside continued exploration of new energy opportunities in Japan and other Asia-Pacific regions - The "Reform Notice" promotes the full integration of new energy projects into the electricity market, and the Group is closely monitoring policy developments to assess the impact once specific implementation details are finalized[22](index=22&type=chunk) - Due to unclear policy details, the on-grid tariffs and acquisition costs of proposed solar farm projects are difficult to estimate, leading to a delay in the 2025 annual acquisition plan[23](index=23&type=chunk) - The Group is adjusting its operating strategy, with a medium-to-long-term plan to sign medium-to-long-term power purchase agreements with end-users or power sales companies to stabilize electricity sales prices and lock in revenue[24](index=24&type=chunk) - In terms of short-term strategy, a market-oriented trading team has been established and an electricity trading platform built, utilizing AI prediction models to enhance electricity price trend analysis capabilities[24](index=24&type=chunk) - The Group is implementing a plan to establish an infrastructure securities investment fund for selected solar farm assets, aiming for listing on a Chinese stock exchange to partially realize its investment portfolio and enhance financial flexibility[27](index=27&type=chunk) - To counter rising financing costs, the Group increased domestic long-term bank loans to refinance original offshore short-term loans and completed the conversion of all non-RMB denominated bank loans to RMB-denominated ones in the first half of 2025[27](index=27&type=chunk) - As of June 30, 2025, short-term borrowings accounted for **33.5%** of bank loans, lower than **34.7%** as of December 31, 2024, reflecting improved capital structure stability[27](index=27&type=chunk) - In business expansion, the joint venture successfully bid for a **100 MW** large-scale solar farm project in Malaysia in 2024, expected to commence construction in the second half of 2025, and will continue to seek new energy opportunities in Japan and other Asia-Pacific regions[28](index=28&type=chunk)[29](index=29&type=chunk) Management Discussion and Analysis [Financial Review](index=13&type=section&id=Financial%20Review) In the first half of 2025, the Group's revenue primarily derived from solar power generation and operation management services, with total revenue growing by 7.7%; electricity sales revenue increased by 14.9%, but tariff adjustment revenue decreased by 1.9%, with some gains offset by curtailment losses and market-based transactions; cost of sales rose due to increased depreciation and maintenance expenses, leading to a slight decrease in gross profit margin; other income and net gains increased, while administrative expenses rose; finance costs significantly decreased due to lower effective interest rates, and income tax expense also declined due to reduced withholding tax; both EBITDA and net profit increased, with an improved net profit margin [Revenue](index=13&type=section&id=Revenue) The Group's total revenue for the first half of 2025 was **RMB 1,210.2 million**, a year-on-year increase of **7.7%**, primarily driven by electricity sales, but partially offset by grid curtailment restrictions and market-based electricity transactions - In the first half of 2025, the Group's revenue primarily came from solar power generation and the provision of solar farm operation and management services[32](index=32&type=chunk) Revenue Comparative Analysis (For the six months ended June 30) | Revenue Source | H1 2025 (RMB million) | H1 2025 (%) | H1 2024 (RMB million) | H1 2024 (%) | Change (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Electricity sales | 740.5 | 61.2 | 644.2 | 57.3 | 96.3 | 14.9 | | Tariff adjustment | 465.0 | 38.4 | 473.9 | 42.2 | (8.9) | (1.9) | | Subtotal | 1,205.5 | 99.6 | 1,118.1 | 99.5 | 87.4 | 7.8 | | Operation and management services | 4.7 | 0.4 | 5.9 | 0.5 | (1.2) | (20.3) | | **Total** | **1,210.2** | **100.0** | **1,124.0** | **100.0** | **86.2** | **7.7** | - The increase in total revenue was mainly due to the contribution from the 2024 portfolio, partially offset by grid curtailment restrictions and an increase in the number and volume of market-based electricity transactions[34](index=34&type=chunk) - As of the first half of 2025, the Group owned and operated solar farm projects with an approved capacity of **4,540.5 MW**, including the **30 MW** Sanshan Gaoan solar farm added in the first half of 2025[35](index=35&type=chunk) - Revenue from providing solar farm operation and management services was **RMB 4.7 million**, accounting for **0.4%** of total revenue[37](index=37&type=chunk) [Cost of Sales](index=15&type=section&id=Cost%20of%20Sales) In the first half of 2025, cost of sales increased by **RMB 61.1 million** to **RMB 462.8 million**, primarily due to increased depreciation expenses and repair and maintenance expenses for the 2024 portfolio Cost of Sales Comparison (RMB million) | Indicator | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Cost of sales | 462.8 | 401.7 | | Change | +61.1 | - | - The increase in cost of sales was mainly due to increased depreciation expenses for property, plant and equipment and right-of-use assets, as well as increased repair and maintenance expenses for the 2024 portfolio[38](index=38&type=chunk) [Gross Profit](index=15&type=section&id=Gross%20Profit) In the first half of 2025, gross profit increased by **3.5%** to **RMB 747.4 million**, but the gross profit margin decreased from **64.3%** to **61.8%**, reflecting a faster growth in cost of sales than in revenue Gross Profit and Gross Profit Margin Comparison (RMB million) | Indicator | H1 2025 | H1 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Gross profit | 747.4 | 722.3 | +3.5% | | Gross profit margin | 61.8% | 64.3% | -2.5% | - The decrease in gross profit margin was mainly due to the increase in revenue exceeding the increase in cost of sales[39](index=39&type=chunk) [Other Income](index=16&type=section&id=Other%20Income) In the first half of 2025, other income increased by **RMB 4.5 million** to **RMB 13.5 million**, primarily driven by increased government grants and insurance compensation Other Income Comparison (RMB million) | Indicator | H1 2025 | H1 2024 | Change (RMB million) | | :--- | :--- | :--- | :--- | | Other income | 13.5 | 9.0 | +4.5 | - The increase was mainly due to higher government grants received from the Chinese government and increased insurance compensation received, partially offset by a decrease in miscellaneous income[40](index=40&type=chunk) [Other Net Gains](index=16&type=section&id=Other%20Net%20Gains) In the first half of 2025, other net gains significantly increased by **RMB 4.0 million** to **RMB 7.7 million**, primarily due to higher foreign exchange gains Other Net Gains Comparison (RMB million) | Indicator | H1 2025 | H1 2024 | Change (RMB million) | | :--- | :--- | :--- | :--- | | Other net gains | 7.7 | 3.7 | +4.0 | - The significant increase was mainly due to higher foreign exchange gains, partially offset by a decrease in interest income from financial assets at fair value through profit or loss[41](index=41&type=chunk) [Administrative Expenses](index=16&type=section&id=Administrative%20Expenses) In the first half of 2025, administrative expenses increased by **RMB 9.3 million** to **RMB 31.9 million**, primarily due to higher miscellaneous expenses and insurance expenses Administrative Expenses Comparison (RMB million) | Indicator | H1 2025 | H1 2024 | Change (RMB million) | | :--- | :--- | :--- | :--- | | Administrative expenses | 31.9 | 22.6 | +9.3 | - The increase was mainly due to higher miscellaneous expenses and insurance expenses, partially offset by a decrease in employee benefit expenses[42](index=42&type=chunk) [Finance Costs](index=16&type=section&id=Finance%20Costs) In the first half of 2025, total finance costs decreased to **RMB 147.5 million**, primarily due to lower effective interest rates and reduced balances of bank borrowings, though interest on lease liabilities slightly increased Finance Costs Comparison (RMB million) | Indicator | H1 2025 | H1 2024 | Change (RMB million) | | :--- | :--- | :--- | :--- | | Total finance costs | 147.5 | 182.2 | -34.7 | | Interest expense on bank borrowings | 121.2 | 159.9 | -38.7 | | Interest on lease liabilities | 26.3 | 22.3 | +4.0 | - The significant decrease in interest expense on bank borrowings was mainly due to lower effective interest rates on bank borrowings and a slight decrease in the balance of interest-bearing bank borrowings[43](index=43&type=chunk) [Income Tax Expense](index=17&type=section&id=Income%20Tax%20Expense) In the first half of 2025, income tax expense decreased to **RMB 135.3 million**, primarily due to a reduction in withholding tax arising from dividends paid by Chinese subsidiaries, partially offset by increased taxable profit and more projects commencing full corporate income tax payments Income Tax Expense Comparison (RMB million) | Indicator | H1 2025 | H1 2024 | Change (RMB million) | | :--- | :--- | :--- | :--- | | Income tax expense | 135.3 | 162.3 | -27.0 | - The decrease was mainly due to a reduction in the amount of Chinese withholding tax arising from dividends paid by Chinese subsidiaries[45](index=45&type=chunk) - This was partially offset by an increase in profit before income tax for solar farm projects subject to Chinese corporate income tax, and the impact of 24 solar farm projects (H1 2024: 16 projects) commencing full payment of Chinese corporate income tax at the statutory rate of 25%[45](index=45&type=chunk) [EBITDA and Profit](index=17&type=section&id=EBITDA%20and%20Profit) In the first half of 2025, EBITDA grew by **7.7%** to **RMB 1,120.5 million**, and profit attributable to equity holders of the Company increased by **23.4%** to **RMB 449.8 million**, with the net profit margin improving to **37.2%**, primarily driven by increased revenue, reduced finance costs, and lower income tax expense EBITDA and Net Profit Comparison (RMB million) | Indicator | H1 2025 | H1 2024 | Change (%) | | :--- | :--- | :--- | :--- | | EBITDA | 1,120.5 | 1,040.9 | +7.7% | | Profit attributable to equity holders of the Company | 449.8 | 364.4 | +23.4% | | Net profit margin | 37.2% | 32.4% | +4.8% | - The increase in net profit margin was mainly due to increased revenue and reduced finance costs and income tax expense, partially offset by increased depreciation expenses for property, plant and equipment and right-of-use assets[46](index=46&type=chunk) [Liquidity and Financial Resources](index=18&type=section&id=Liquidity%20and%20Financial%20Resources) As of June 30, 2025, the Group's financial position remained robust, with increases in total assets and net assets, and improvements in both the current ratio and net debt-to-equity ratio; net cash from operating activities significantly increased, net cash used in investing activities decreased, and financing activities resulted in a net outflow Liquidity and Financial Resources Overview | Indicator | June 30, 2025 (RMB million) | December 31, 2024 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Total assets | 22,103.6 | 21,668.5 | +2.0% | | Net assets | 12,744.8 | 12,504.5 | +1.9% | | Current ratio | 1.7 | 1.6 | +0.1 | | Net debt-to-equity ratio | 54.0% | 55.8% | -1.8% | | Cash and cash equivalents | 374.7 | 354.2 | +5.8% | - The slight increase in the current ratio was mainly due to an increase in trade and other receivables, loans to investments accounted for using the equity method, and cash, partially offset by an increase in dividends payable and accruals[47](index=47&type=chunk) - The decrease in the net debt-to-equity ratio was mainly due to an increase in cash and cash equivalents and a decrease in bank borrowings[47](index=47&type=chunk) Cash Flow Comparison (For the six months ended June 30, RMB million) | Activity Type | 2025 | 2024 | | :--- | :--- | :--- | | Net cash from operating activities | 309.0 | 169.6 | | Net cash used in investing activities | (186.8) | (624.1) | | Net cash (used in)/from financing activities | (101.0) | 316.9 (from) | [Capital Expenditure and Commitments](index=19&type=section&id=Capital%20Expenditure%20and%20Commitments) In the first half of 2025, the Group incurred capital expenditure of **RMB 182.7 million**, primarily for the acquisition and further development of solar farm projects; as of June 30, 2025, the Group had no capital commitments Capital Expenditure (RMB million) | Indicator | H1 2025 | | :--- | :--- | | Capital expenditure | 182.7 | - Capital expenditure was mainly used for the acquisition and further development of existing and new solar farm projects, as well as the settlement of outstanding capital expenditure for completed solar farm projects[50](index=50&type=chunk) - As of June 30, 2025, the Group had no capital commitments[50](index=50&type=chunk) [Pledge of Assets](index=19&type=section&id=Pledge%20of%20Assets) As of June 30, 2025, the Group had not pledged any assets as collateral for bank borrowings - As of June 30, 2025, the Group had not pledged any assets as collateral for bank borrowings[51](index=51&type=chunk) [Contingent Liabilities](index=19&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities[52](index=52&type=chunk) [Significant Acquisitions and Disposals of Subsidiaries](index=19&type=section&id=Significant%20Acquisitions%20and%20Disposals%20of%20Subsidiaries) In the first half of 2025, the Group completed the acquisition of Wuhu Xintu New Energy Co., Ltd., obtaining a solar farm project with an approved capacity of **30 MW**; there were no other significant acquisitions or disposals of subsidiaries - In the first half of 2025, the Group completed the acquisition of Wuhu Xintu New Energy Co., Ltd., obtaining a solar farm project in China with an approved capacity of **30 MW**[53](index=53&type=chunk) - Save as disclosed above, there were no other significant acquisitions or disposals of subsidiaries in the first half of 2025[54](index=54&type=chunk) [Treasury Policy and Exchange Rate Fluctuation Risk](index=19&type=section&id=Treasury%20Policy%20and%20Exchange%20Rate%20Fluctuation%20Risk) The Group's primary business transactions are settled in RMB, resulting in no significant foreign exchange risk; to further mitigate risk, all HKD-denominated bank borrowings were converted to RMB-denominated ones in the first half of 2025, and no significant difficulties or liquidity issues were encountered, nor were financial instruments used for hedging during the period - The presentation currency of the Group's consolidated financial statements and the functional currency of its principal subsidiaries are RMB, while the functional currency of the Company is HKD[55](index=55&type=chunk) - As most business transactions are settled in RMB and assets are located in mainland China, the Group does not face significant foreign exchange risk[55](index=55&type=chunk) - To mitigate foreign exchange risk, the Group completed the conversion of all HKD-denominated bank borrowings to RMB-denominated bank borrowings in the first half of 2025[56](index=56&type=chunk) - In the first half of 2025, the Group did not encounter significant difficulties or liquidity problems due to currency exchange rate fluctuations, nor did it use any financial instruments for hedging[56](index=56&type=chunk) [Employees and Remuneration Policy](index=20&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the Group had **428** full-time employees, with total staff costs of **RMB 30.3 million**; the company values employee development, with remuneration policies based on qualifications, performance, and market levels, and provides MPF schemes and statutory social security contributions Employees and Remuneration Overview | Indicator | June 30, 2025 | | :--- | :--- | | Number of full-time employees | 428 | | Total staff costs (H1 2025, RMB million) | 30.3 | - Employee remuneration is determined based on qualifications, job nature, performance, and work experience, with reference to current market remuneration levels[57](index=57&type=chunk) - In addition to basic salaries and discretionary bonuses, the Group also provides MPF schemes for Hong Kong employees and statutory social security contributions for Chinese employees[57](index=57&type=chunk) [Capital Structure](index=21&type=section&id=Capital%20Structure) In the first half of 2025, there were no significant changes to the Company's capital structure, which consists of ordinary shares - In the first half of 2025, there were no significant changes to the Company's capital structure[59](index=59&type=chunk) - The Group's share capital consists of ordinary shares[59](index=59&type=chunk) [Events After Reporting Period](index=21&type=section&id=Events%20After%20Reporting%20Period) As of the date of this interim report, no significant events affecting the Group have occurred after June 30, 2025 - No significant events affecting the Group occurred after June 30, 2025, and up to the date of this interim report[60](index=60&type=chunk) Condensed Consolidated Statement of Profit or Loss [Condensed Consolidated Statement of Profit or Loss](index=21&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) This chapter presents the condensed consolidated statement of profit or loss for the six months ended June 30, 2025, showing the Group's revenue increased by **7.7%** to **RMB 1,210,234 thousand**, profit attributable to equity holders of the Company increased by **23.4%** to **RMB 449,842 thousand**, and basic earnings per share was **RMB 5.37 cents** Condensed Consolidated Statement of Profit or Loss (For the six months ended June 30, RMB thousand) | Indicator | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | Revenue | 1,210,234 | 1,124,053 | | Cost of sales | (462,813) | (401,737) | | Gross profit | 747,421 | 722,316 | | Other income | 13,508 | 9,024 | | Other net gains | 7,695 | 3,727 | | Administrative expenses | (31,926) | (22,581) | | Net impairment losses on financial assets | (5,397) | (5,569) | | Operating profit | 731,301 | 706,917 | | Finance income | 1,826 | 2,583 | | Finance costs | (147,544) | (182,172) | | Share of net losses of investments accounted for using the equity method | (421) | (8) | | Profit before income tax | 585,162 | 527,320 | | Income tax expense | (135,320) | (162,329) | | Profit for the period | 449,842 | 364,991 | | Profit attributable to equity holders of the Company | 449,842 | 364,448 | | Non-controlling interests | — | 543 | | Basic and diluted earnings per share (RMB cents) | 5.37 | 4.41 | Condensed Consolidated Statement of Comprehensive Income [Condensed Consolidated Statement of Comprehensive Income](index=23&type=section&id=Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) This chapter presents the condensed consolidated statement of comprehensive income for the six months ended June 30, 2025, showing total comprehensive income for the period of **RMB 447,622 thousand**, a significant increase from **RMB 237,416 thousand** in the prior period, mainly due to higher profit for the period and reduced foreign currency translation differences loss Condensed Consolidated Statement of Comprehensive Income (For the six months ended June 30, RMB thousand) | Indicator | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | Profit for the period | 449,842 | 364,991 | | Other comprehensive loss (net of tax) | | | | Exchange differences on translation of foreign operations | (2,181) | (127,584) | | Share of other comprehensive (loss)/income of investments accounted for using the equity method | (39) | 9 | | **Total comprehensive income for the period** | **447,622** | **237,416** | | Total comprehensive income for the period attributable to: | | | | - Equity holders of the Company | 447,622 | 236,873 | | - Non-controlling interests | — | 543 | Condensed Consolidated Statement of Financial Position [Condensed Consolidated Statement of Financial Position](index=24&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) This chapter presents the condensed consolidated statement of financial position as of June 30, 2025, showing total assets increased to **RMB 22,103,578 thousand** and total equity increased to **RMB 12,744,799 thousand**; total current assets increased, driven mainly by higher trade and other receivables and cash and cash equivalents; total liabilities also slightly increased, but bank borrowings within non-current liabilities decreased Condensed Consolidated Statement of Financial Position (As of June 30, RMB thousand) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Total non-current assets | 16,575,620 | 16,727,382 | | Total current assets | 5,527,958 | 4,941,119 | | **Total assets** | **22,103,578** | **21,668,501** | | **Equity** | | | | Capital and reserves attributable to equity holders of the Company | 12,744,799 | 12,504,485 | | **Total equity** | **12,744,799** | **12,504,485** | | **Liabilities** | | | | Total non-current liabilities | 6,049,365 | 5,986,271 | | Total current liabilities | 3,309,414 | 3,177,745 | | **Total liabilities** | **9,358,779** | **9,164,016** | | **Total equity and liabilities** | **22,103,578** | **21,668,501** | - Property, plant and equipment within non-current assets slightly decreased, while right-of-use assets increased[64](index=64&type=chunk) - Within current assets, trade and other receivables and prepayments, and cash and cash equivalents all increased[64](index=64&type=chunk) - Bank borrowings within non-current liabilities slightly increased, while bank borrowings within current liabilities decreased[66](index=66&type=chunk) Condensed Consolidated Statement of Changes in Equity [Condensed Consolidated Statement of Changes in Equity](index=26&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) This chapter presents the condensed consolidated statement of changes in equity for the six months ended June 30, 2025, showing total equity attributable to equity holders of the Company increased from **RMB 12,504,485 thousand** at the beginning of the period to **RMB 12,744,799 thousand** at the end of the period, primarily due to profit for the period, partially offset by foreign currency translation differences and dividend payments Condensed Consolidated Statement of Changes in Equity (For the six months ended June 30, RMB thousand) | Indicator | Share Capital | Other Reserves | Retained Earnings | Total attributable to equity holders of the Company | Non-controlling Interests | Total Equity | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **Balance at January 1, 2025** | **72,497** | **6,251,552** | **6,180,436** | **12,504,485** | **—** | **12,504,485** | | Profit for the period | — | — | 449,842 | 449,842 | — | 449,842 | | Other comprehensive loss (Exchange differences on translation) | — | (2,181) | — | (2,181) | — | (2,181) | | Share of other comprehensive loss of investments accounted for using the equity method | — | (39) | — | (39) | — | (39) | | Employee share option scheme (value) | — | 90 | — | 90 | — | 90 | | Employee share option scheme (released upon lapse) | — | (1,836) | 1,836 | — | — | — | | Final dividend 2024 | — | (207,398) | — | (207,398) | — | (207,398) | | Transfer to safety reserve | — | 7,383 | (7,383) | — | — | — | | **Balance at June 30, 2025** | **72,497** | **6,047,571** | **6,624,731** | **12,744,799** | **—** | **12,744,799** | - For the corresponding period in 2024, total equity attributable to equity holders of the Company increased from **RMB 12,119,808 thousand** at the beginning of the period to **RMB 12,158,023 thousand** at the end of the period[69](index=69&type=chunk) Condensed Consolidated Statement of Cash Flows [Condensed Consolidated Statement of Cash Flows](index=28&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) This chapter presents the condensed consolidated statement of cash flows for the six months ended June 30, 2025; net cash from operating activities significantly increased to **RMB 308,995 thousand**, mainly due to higher profit and reduced interest and income tax payments; net cash used in investing activities decreased, while financing activities shifted from a net inflow in the prior period to a net outflow, primarily due to more bank borrowings repaid than new borrowings raised Condensed Consolidated Statement of Cash Flows (For the six months ended June 30, RMB thousand) | Activity Type | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | Net cash from operating activities | 308,995 | 169,559 | | Net cash used in investing activities | (186,776) | (624,126) | | Net cash (used in)/from financing activities | (100,958) | 316,909 | | Net increase/(decrease) in cash and cash equivalents | 21,261 | (137,658) | | Cash and cash equivalents at beginning of period | 354,238 | 587,926 | | Effect of foreign exchange rate changes | (786) | (8,676) | | Cash and cash equivalents at end of period | 374,713 | 441,592 | - Net cash from operating activities increased mainly due to higher profit before income tax, lower interest paid, and lower income tax paid, partially offset by an increase in trade and other receivables[48](index=48&type=chunk) - Net cash used in investing activities decreased mainly due to payments for capital expenditure for the 2024 portfolio and 2025 portfolio, and settlement of outstanding capital expenditure for completed solar farm projects[48](index=48&type=chunk) - Net cash used in financing activities was mainly due to repayment of bank borrowings of **RMB 994,601 thousand**, partially offset by new bank borrowings of **RMB 921,000 thousand**[72](index=72&type=chunk) Notes to the Condensed Consolidated Financial Information [General Information](index=30&type=section&id=General%20Information) This chapter states that Xinyi Energy Holdings Limited and its subsidiaries primarily operate and manage solar farms in China, and that this unaudited condensed consolidated interim financial information is presented in RMB thousand and was approved for issue by the Board of Directors on August 1, 2025 - The Group primarily operates and manages solar farms in the People's Republic of China ("China")[73](index=73&type=chunk) - This unaudited condensed consolidated interim financial information is presented in RMB thousand and was approved for issue by the Board of Directors on August 1, 2025[73](index=73&type=chunk) [Basis of Preparation and Changes in Accounting Policies](index=30&type=section&id=Basis%20of%20Preparation%20and%20Changes%20in%20Accounting%20Policies) This chapter explains that the condensed consolidated interim financial information is prepared in accordance with Hong Kong Accounting Standard 34 and consistent with the annual financial statements' accounting policies, except for the initial adoption of new standards; the company has changed its presentation currency to RMB and retrospectively restated comparative figures for a more accurate reflection of financial performance - This unaudited condensed consolidated interim financial information 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 and Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants[74](index=74&type=chunk) - Except for the initial adoption of HKAS 21 (Amendment) "Lack of Exchangeability", the accounting policies adopted are consistent with those described in the annual financial statements for the year ended December 31, 2024[75](index=75&type=chunk)[76](index=76&type=chunk) - The Group is assessing the impact of standards (amendments) that have been issued but are not yet effective, with preliminary assessment expecting no significant impact[78](index=78&type=chunk) - The Company decided on December 24, 2024, to adopt RMB as the presentation currency for the Group's consolidated financial statements and has retrospectively accounted for and restated comparative figures for a more accurate understanding of financial performance[79](index=79&type=chunk) [Revenue, Other Income and Segment Information](index=33&type=section&id=Revenue%2C%20Other%20Income%20and%20Segment%20Information) This chapter details the composition of the Group's revenue and other income for the first half of 2025; revenue primarily consists of electricity sales, tariff adjustments, and solar farm operation and management services, while other income mainly includes government grants and insurance compensation; due to the Group's integrated resources, no separate segment financial information for assets and liabilities is presented Revenue and Other Income (For the six months ended June 30, RMB thousand) | Item | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | **Revenue** | | | | - Electricity sales | 740,552 | 644,274 | | - Tariff adjustment | 464,998 | 473,854 | | - Solar farm operation and management services | 4,684 | 5,925 | | **Total Revenue** | **1,210,234** | **1,124,053** | | **Other Income** | | | | - Government grants | 11,051 | 3,665 | | - Insurance compensation | 723 | 437 | | - Others | 1,734 | 4,922 | | **Total Other Income** | **13,508** | **9,024** | - Government grants primarily refer to subsidies received from the Chinese government to support the Group's general operations[82](index=82&type=chunk) - The Group primarily operates and manages solar farms in China and does not have separate operating segment financial information, thus no segment assets and liabilities are presented[83](index=83&type=chunk)[84](index=84&type=chunk) - The vast majority of the Group's non-current assets are located in China[85](index=85&type=chunk) [Other Net Gains](index=34&type=section&id=Other%20Net%20Gains) This chapter presents the Group's other net gains for the first half of 2025, which amounted to **RMB 7,695 thousand**, a significant increase from **RMB 3,727 thousand** in the prior period, primarily due to a substantial increase in net foreign exchange gains Other Net Gains (For the six months ended June 30, RMB thousand) | Item | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | Net foreign exchange gains | 7,596 | 250 | | Loss on disposal of property, plant and equipment | (86) | (70) | | Net fair value gains on financial assets at fair value through profit or loss | 185 | 3,547 | | **Total** | **7,695** | **3,727** | [Operating Profit](index=35&type=section&id=Operating%20Profit) This chapter presents the operating profit for the first half of 2025, accounted for after deducting various expenses, with both depreciation expenses for property, plant and equipment and right-of-use assets increasing Operating Profit Deductions (For the six months ended June 30, RMB thousand) | Item | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | Depreciation expense for property, plant and equipment | 361,755 | 314,713 | | Depreciation expense for right-of-use assets | 26,060 | 16,684 | | Employee benefit expenses (including directors' emoluments) | 30,329 | 30,353 | | Electricity expenses | 13,108 | 15,984 | | Repair and maintenance | 21,445 | 19,058 | | Insurance expenses | 3,361 | 2,520 | [Finance Income and Finance Costs](index=36&type=section&id=Finance%20Income%20and%20Finance%20Costs) This chapter details the Group's finance income and finance costs for the first half of 2025; finance income primarily came from bank deposit interest, while finance costs mainly comprised interest expense on bank borrowings and interest on lease liabilities, with a significant reduction in bank borrowing interest expense Finance Income and Finance Costs (For the six months ended June 30, RMB thousand) | Item | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | **Finance Income** | | | | - Interest income from bank deposits | 1,511 | 2,583 | | - Interest income from loans to investments accounted for using the equity method | 315 | — | | **Total Finance Income** | **1,826** | **2,583** | | **Finance Costs** | | | | - Interest on lease liabilities | 26,298 | 22,313 | | - Interest expense on bank borrowings | 121,246 | 159,859 | | **Total Finance Costs** | **147,544** | **182,172** | [Income Tax Expense](index=37&type=section&id=Income%20Tax%20Expense) This chapter details the Group's income tax expense for the first half of 2025, totaling **RMB 135,320 thousand**, a decrease from the prior period; key taxes include Chinese corporate income tax, overseas tax, and Chinese withholding tax, with explanations of various tax incentives Income Tax Expense (For the six months ended June 30, RMB thousand) | Item | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | **Current Income Tax** | | | | - Chinese corporate income tax | 142,372 | 149,583 | | - Overseas tax | 17 | — | | - Chinese withholding tax | 2,500 | 23,000 | | Deferred income tax | (9,569) | (10,254) | | **Total Income Tax Expense** | **135,320** | **162,329** | - The Company is incorporated in the British Virgin Islands and is exempt from British Virgin Islands income tax[95](index=95&type=chunk) - The applicable corporate income tax rate for Chinese subsidiaries is **25%**, but some subsidiaries enjoy preferential tax rates of **15%** (high-tech enterprises, encouraged enterprises) or small-profit enterprise benefits, as well as a "three-year exemption, three-year half reduction" tax holiday[97](index=97&type=chunk) - Overseas profit tax primarily includes Malaysian income tax, calculated at the standard corporate income tax rate of **24%**[97](index=97&type=chunk) - In the first half of 2025, dividends paid by Chinese subsidiaries were subject to a **5%** withholding tax[96](index=96&type=chunk)[97](index=97&type=chunk) [Earnings Per Share](index=39&type=section&id=Earnings%20Per%20Share) This chapter presents the basic earnings per share attributable to equity holders of the Company for the first half of 2025 as **RMB 5.37 cents**, an increase from **RMB 4.41 cents** in the prior period; diluted earnings per share is equal to basic earnings per share due to the absence of potential dilutive shares Basic Earnings Per Share (For the six months ended June 30) | Indicator | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | Profit attributable to equity holders of the Company (RMB thousand) | 449,842 | 364,448 | | Weighted average number of ordinary shares in issue (thousand shares) | 8,376,654 | 8,256,589 | | Basic earnings per share (RMB cents) | 5.37 | 4.41 | - Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period[99](index=99&type=chunk) - For the six months ended June 30, 2025 and 2024, diluted earnings per share was equal to basic earnings per share as there were no potential dilutive shares[102](index=102&type=chunk) [Dividends](index=40&type=section&id=Dividends) This chapter presents the proposed interim dividend of **2.9 HK cents** per share for the first half of 2025, an increase from the prior period; the Board has resolved to declare this interim dividend, which is expected to be paid on or about October 10, 2025 Dividends (For the six months ended June 30, RMB thousand) | Item | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | 2024 final dividend (2.7 HK cents per share) | 207,398 | 198,721 | | Proposed interim dividend (2.9 HK cents per share) | 222,080 | 177,750 | - The Board has resolved to declare an interim dividend of **2.9 HK cents** per share for the six months ended June 30, 2025, totaling **HKD 242,923,000** (equivalent to **RMB 222,080,000**)[104](index=104&type=chunk) - The dividend is expected to be paid on or about Friday, October 10, 2025[8](index=8&type=chunk) [Property, Plant and Equipment](index=41&type=section&id=Property%2C%20Plant%20and%20Equipment) This chapter presents the changes in property, plant and equipment for the six months ended June 30, 2025; the net book value at period-end was **RMB 15,216,079 thousand**, a slight decrease from the beginning of the period, mainly due to depreciation offsetting additions Changes in Property, Plant and Equipment (For the six months ended June 30, RMB thousand) | Item | Solar Farms | Buildings | Motor vehicles, furniture and fixtures, equipment and others | Total | | :--- | :--- | :--- | :--- | :--- | | Net book value at beginning of period | 15,222,718 | 144,598 | 27,632 | 15,394,948 | | Additions | 182,348 | — | 6,341 | 188,689 | | Disposals | (5,780) | — | (23) | (5,803) | | Depreciation expense | (356,069) | (3,463) | (2,223) | (361,755) | | **Net book value at end of period** | **15,043,217** | **141,135** | **31,727** | **15,216,079** | Property, Plant and Equipment Cost and Accumulated Depreciation (As of June 30, 2025, RMB thousand) | Item | Solar Farms | Buildings | Motor vehicles, furniture and fixtures, equipment and others | Total | | :--- | :--- | :--- | :--- | :--- | | Cost | 19,079,606 | 196,196 | 48,489 | 19,324,291 | | Accumulated depreciation | (4,036,389) | (55,061) | (16,762) | (4,108,212) | | **Net book value** | **15,043,217** | **141,135** | **31,727** | **15,216,079** | [Trade and Other Receivables and Prepayments](index=42&type=section&id=Trade%20and%20Other%20Receivables%20and%20Prepayments) This chapter presents trade and other receivables and prepayments as of June 30, 2025, totaling **RMB 5,174,243 thousand**, with net trade receivables amounting to **RMB 4,738,862 thousand**, primarily comprising electricity sales receivables and tariff adjustment receivables; a significant portion of trade receivables is overdue by more than 365 days Trade and Other Receivables and Prepayments (As of June 30, 2025, RMB thousand) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Net trade receivables | 4,738,862 | 4,204,565 | | Deposits and other receivables | 38,054 | 43,177 | | Other tax receivables | 270,471 | 304,456 | | Prepayments for land use rights and property, plant and equipment | 33,782 | 27,735 | | Other prepayments | 93,074 | 28,112 | | **Total** | **5,174,243** | **4,608,045** | | Less: Non-current portion | (33,782) | (27,735) | | **Current portion** | **5,140,461** | **4,580,310** | Analysis of Trade Receivables by Type (As of June 30, 2025, RMB thousand) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Electricity sales receivables | 184,052 | 168,355 | | Tariff adjustment receivables | 4,602,677 | 4,078,680 | | **Total** | **4,786,729** | **4,247,035** | Ageing Analysis of Trade Receivables (As of June 30, 2025, RMB thousand) | Ageing | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | 0 to 90 days | 441,824 | 378,705 | | 91 to 180 days | 237,053 | 325,528 | | 181 to 365 days | 567,084 | 549,483 | | Over 365 days | 3,540,768 | 2,993,319 | | **Total** | **4,786,729** | **4,247,035** | - The carrying amount of trade receivables is denominated in RMB, and their fair value is similar[110](index=110&type=chunk)[111](index=111&type=chunk) [Share Capital](index=44&type=section&id=Share%20Capital) This chapter presents that as of June 30, 2025, the Company's authorized share capital was **800,000,000,000** ordinary shares of **HKD 0.01** each, and the issued and fully paid share capital was **8,376,653,757** ordinary shares, totaling **RMB 72,497 thousand** Share Capital Information (As of June 30, 2025) | Item | Number of Ordinary Shares | Ordinary Shares of HKD 0.01 each (HKD) | Total (HKD thousand) | | :--- | :--- | :--- | :--- | | Authorized share capital | 800,000,000,000 | 8,000,000,000 | 8,000,000 | Issued and Fully Paid Share Capital (As of June 30, 2025, RMB thousand) | Item | Number of Ordinary Shares | Ordinary Shares of HKD 0.01 each (RMB) | Total (RMB thousand) | | :--- | :--- | :--- | :--- | | Issued and fully paid | 8,376,653,757 | 72,497,222 | 72,497 | [Accruals and Other Payables](index=45&type=section&id=Accruals%20and%20Other%20Payables) This chapter presents accruals and other payables as of June 30, 2025, totaling **RMB 469,629 thousand**, primarily comprising payables for property, plant and equipment and other payables, with the current portion amounting to **RMB 452,648 thousand** Accruals and Other Payables (As of June 30, 2025, RMB thousand) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Payables for property, plant and equipment | 407,766 | 418,509 | | Others | 61,863 | 47,373 | | **Total** | **469,629** | **465,882** | | Less: Non-current portion (Retention payables) | (16,981) | (15,378) | | **Current portion** | **452,648** | **450,504** | - The balance mainly includes accrued professional fees, bank borrowing interest, and accrued staff costs[114](index=114&type=chunk) - The carrying amount of accruals and other payables is primarily denominated in RMB and is similar to their fair value[114](index=114&type=chunk) [Bank Borrowings](index=46&type=section&id=Bank%20Borrowings) This chapter presents the bank borrowings as of June 30, 2025, totaling **RMB 7,256,873 thousand**, primarily denominated in RMB, with most bearing floating interest rates; the effective annual interest rate decreased from **3.50%** as of December 31, 2024, to **2.88%** as of June 30, 2025 Bank Borrowings Repayment Terms (As of June 30, 2025, RMB thousand) | Term | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Within 1 year | 2,433,489 | 2,541,250 | | 1 to 2 years | 849,596 | 840,041 | | 2 to 5 years | 1,424,753 | 1,696,935 | | Over 5 years | 2,549,035 | 2,252,248 | | **Total** | **7,256,873** | **7,330,474** | | Less: Non-current portion | (4,823,384) | (4,789,224) | | **Current portion** | **2,433,489** | **2,541,250** | Bank Borrowings Denominated Currency (As of June 30, 2025, RMB thousand) | Currency | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | HKD | — | 1,521,340 | | RMB | 7,256,873 | 5,809,134 | | **Total** | **7,256,873** | **7,330,474** | Effective Annual Interest Rate of Bank Borrowings | Date | Effective Annual Interest Rate | | :--- | :--- | | June 30, 2025 | 2.88% | | December 31, 2024 | 3.50% | - Most bank borrowings bear floating interest rates and are repayable in installments until 2045[117](index=117&type=chunk) - The Company and its subsidiaries provide corporate guarantees for bank borrowings[118](index=118&type=chunk) [Related Party Transactions](index=48&type=section&id=Related%20Party%20Transactions) This chapter discloses significant transactions and balances with related parties for the first half of 2025; one-off transactions include the acquisition of a subsidiary from a fellow subsidiary, while continuing transactions involve solar farm operation and management service fees, sales of green electricity certificates, and interest income from loans to investments; related party balances primarily consist of amounts due from and due to fellow subsidiaries, as well as interest expense on lease liabilities Summary of Related Party Transactions (For the six months ended June 30, RMB thousand) | Transaction Type | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | **One-off Transactions** | | | | Acquisition of a subsidiary from a fellow subsidiary | 14,839 | 140,534 | | **Continuing Transactions** | | | | Solar farm operation and management service fees receivable from subsidiaries of Xinyi Solar Holdings Limited | 4,613 | 5,925 | | Sale of green electricity certificates to Xinyi Solar | 227 | — | | Interest income from loans to investments accounted for using the equity method | 315 | — | - Continuing related party transactions are conducted at prices and terms agreed upon by both parties[120](index=120&type=chunk) Balances with Related Parties (As of June 30, 2025, RMB thousand) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Amounts due from fellow subsidiaries | 1,657 | 1,336 | | Receivables from investments accounted for using the equity method | — | 2,235 | | Loans to investments accounted for using the equity method | 7,968 | — | | Amounts due to fellow subsidiaries | (85,743) | (85,912) | - Amounts due from and to related parties are unsecured, interest-free, and repayable on demand, denominated in HKD, RMB, and Malaysian Ringgit[123](index=123&type=chunk) Interest Expense on Lease Liabilities Recognized for Leasing Office Space from Related Parties (For the six months ended June 30, RMB thousand) | Related Party | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | Smart Tree Investment Limited | 3 | 3 | | Xinyi Energy Saving (Wuhu) Co., Ltd. | 30 | 52 | | Xinde Park (Wuhu) Co., Ltd. | 19 | — | | **Total** | **52** | **55** | Key Management Personnel Remuneration (For the six months ended June 30, RMB thousand) | Item | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | Salaries, allowances and benefits in kind | 2,350 | 6,018 | | Contributions to retirement benefit schemes | 33 | 33 | | Share options granted | 17 | — | | **Total** | **2,400** | **6,051** | [Contingent Liabilities](index=52&type=section&id=Contingent%20Liabilities) This chapter states that as of June 30, 2025, and December 31, 2024, the Group had no significant contingent liabilities - As of June 30, 2025, and December 31, 2024, the Group had no significant contingent liabilities[130](index=130&type=chunk) Group Related Information [Interim Dividend and Closure of Register of Members](index=53&type=section&id=Interim%20Dividend%20and%20Closure%20of%20Register%20of%20Members) The Board has resolved to declare an interim dividend of **2.9 HK cents** per share for the first half of 2025, payable on or about October 10, 2025; to determine eligible shareholders, the share transfer registration will be suspended from August 18 to August 20, 2025, and shareholders may choose to receive dividends in cash or by way of scrip dividend - The Board has resolved to declare an interim dividend of **2.9 HK cents** per share for the first half of 2025 (H1 2024: **2.3 HK cents**)[132](index=132&type=chunk) - The interim dividend is expected to be paid on or about Friday, October 10, 2025[132](index=132&type=chunk) - The register of members will be closed from Monday, August 18, 2025, to Wednesday, August 20, 2025[132](index=132&type=chunk) - Shareholders will be given an option to elect to receive the interim dividend in cash or in new and fully paid shares of the Company in lieu of cash, in whole or in part[132](index=132&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=54&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) In the first half of 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - In the first half of 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities (including treasury shares)[134](index=134&type=chunk) [Corporate Governance](index=54&type=section&id=Corporate%20Governance) The Directors confirm that the Company has complied with the applicable code provisions of the Corporate Governance Code set out in Part 2 of Appendix C1 to the Listing Rules of the Stock Exchange during the first half of 2025 - The Directors confirm that the Company has complied with the applicable code provisions of the Corporate Governance Code set out in Part 2 of Appendix C1 to the Listing Rules of the Stock Exchange during the first half of 2025[135](index=135&type=chunk) [Standard Code for Securities Transactions](index=54&type=section&id=Standard%20Code%20for%20Securities%20Transactions) The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules as its own code of conduct for directors' securities transactions, and all directors confirmed compliance with this code in the first half of 2025 - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 to the Listing Rules as its own code of conduct for directors' securities transactions[136](index=136&type=chunk) - All Directors confirmed that they have complied with the required standards of dealing set out in the Model Code during the first half of 2025[136](index=136&type=chunk) [Changes in Directors' Information](index=54&type=section&id=Changes%20in%20Directors%27%20Information) This chapter discloses changes in directors' information since the date of the 2024 annual report, specifically that Mr. Leung Ting Yuk (Independent Non-Executive Director) has been appointed as an independent non-executive director of Tokyo Chuo Auction Holdings Limited (now known as Shangshan Gold International Holdings Limited) - Mr. Leung Ting Yuk (Independent Non-Executive Director) has been appointed as an independent non-executive director of Tokyo Chuo Auction Holdings Limited (now known as Shangshan Gold International Holdings Limited, stock code: 1939), effective May 30, 2025[137](index=137&type=chunk) [Share Option Scheme](index=55&type=section&id=Share%20Option%20Scheme) This chapter details the changes in the Company's share option scheme during the first half of 2025, including the number of options granted, cancelled, and lapsed; **3,500,000** share options were granted during the period, with an estimated fair value of **HKD 892,000**, to be expensed over a three-year vesting period Share Option Changes (H1 2025) | Grant Date | Exercise Price (HKD) | Vesting Period | Exercise Period | As of Jan 1, 2025 | Granted | Cancelled | Lapsed | As of Jun 30, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | 31/3/2021 | 3.78 | 31/3/2021-31/12/2023 | 1/4/2024-31/3/2025 | 1,930,468 | — | — | (1,930,468) | — | | 31/3/2022 | 4.76 | 31/3/2022-31/12/2024 | 1/4/2025-31/3/2026 | 2,247,208 | — | (28,022) | — | 2,219,186 | | 1/6/2023 | 2.26 | 1/6/2023-31/12/2025 | 1/4/2026-31/3/2027 | 3,518,000 | — | (48,000) | — | 3,470,000 | | 31/3/2024 | 1.12 | 28/3/2024-31/12/2026 | 1/4/2027-31/3/2028 | 3,106,000 | — | (56,000) | — | 3,050,000 | | 31/3/2025 | 0.97 | 31/3/2025-31/12/2027 | 1/4/2028-31/3/2029 | — | 3,500,000 | — | — | 3,500,000 | | **Total** | | | | **10,801,676** | **3,500,000** | **(132,022)** | **(1,930,468)** | **12,239,186** | - In the first half of 2025, **3,500,000** share options were granted, with an estimated fair value of **HKD 892,000**[140](index=140&type=chunk) - The value of the share options will be estimated using the Black-Scholes option pricing model by an independent valuer and expensed through the profit or loss over the three-year vesting period of the share options[140](index=140&type=chunk) Share Option Fair Value Calculation Variables and Assumptions (At Grant Date) | Indicator | Value | | :--- | :--- | | Share price (HKD) | 0.95 | | Exercise price (HKD) | 0.97 | | Volatility (%) | 49.04 | | Dividend yield (%) | 5.26 | | Expected option life (years) | 3.50 | | Risk-free annual interest rate (%) | 2.84 | - As of June 30, 2025, the number of share options that could be granted under the share option scheme was **648,042,208**[141](index=141&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=57&type=section&id=Directors%20and%20Chief%20Executive%27s%20Interests%20and%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%20and%20Debentures%20of%20the%20Company%20and%20its%20Associated%20Corporations) This chapter discloses the interests and short positions of directors and chief executives in the shares of the Company and its associated corporations as of June 30, 2025; Tan Sri Dato' Dr. Ong Thian Seng held long positions in the Company's shares and Xinyi Solar shares, primarily through controlled corporations and family interests Tan Sri Dato' Dr. Ong Thian Seng's Long Positions in the Company's Shares (As of June 30, 2025) | Capacity | Name of Controlled Corporation | Number of Shares Held | Approximate Percentage of the Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | Interest in controlled corporation | Copark | 30,553,206 | 0.364% | | Interest in controlled corporation | Richer | 192,410,355 | 2.296% | | Family interest | - | 14,910,018 | 0.177% | | Interest in parties acting in concert | - | 1,313,739,545 | 15.683% | Tan Sri Dato' Dr. Ong Thian Seng's Long Positions in Shares of Associated Corporations (As of June 30, 2025) | Capacity | Name of Associated Corporation | Number of Shares Held in Associated Corporation | Approximate Percentage of Associated Corporation's Issued Share Capital | | :--- | :--- | :--- | :--- | | Interest in controlled corporation | Xinyi Solar | 227,932,436 | 2.510% | | Family interest | - | 39,160,520 | 0.431% | | Interest in parties acting in concert | - | 2,165,337,059 | 23.851% | - Tan Sri Dato' Dr. Ong Thian Seng is the beneficial owner of Copark Investment Limited and Richer Holdings Limited[146](index=146&type=chunk) - Pursuant to the Concert Party Agreement, Tan Sri Dato' Dr. Ong Thian Seng and other parties agreed to grant a right of first refusal upon disposal of shares[146](index=146&type=chunk) - As of June 30, 2025, no other directors or chief executives of the Company had any disclosable interests or short positions[148](index=148&type=chunk) [Substantial Shareholders' Interests and Short Positions in Shares and Underlying Shares of the Company](index=60&type=section&id=Substantial%20Shareholders%27%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares%20of%20the%20Company) This chapter discloses the interests and short positions of substantial shareholders, other than directors or chief executives, in the Company's shares and underlying shares as of June 30, 2025; Xinyi Energy (BVI) Limited is the largest shareholder, holding **51.620%** of the shares, with several substantial shareholders holding shares through controlled corporations, personal and family interests, and subject to concert party agreements Substantial Shareholders' Long Positions in the Company's Shares (As of June 30, 2025) | Name of Substantial Shareholder | Nature and Capacity of Interest | Number of Shares Held | Approximate Percentage of the Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | Xinyi Group (Glass) Co., Ltd. | Beneficial owner | 424,511,739 | 5.067% | | Xinyi Automobile Glass (BVI) Company Limited | Interest in controlled corporation | 424,511,739 | 5.067% | | Xinyi Glass Holdings Limited | Beneficial owner | 39,334,893 | 0.469% | | Xinyi Glass Holdings Limited | Interest in controlled corporation | 424,511,739 | 5.067% | | Xinyi Energy (BVI) Limited | Beneficial owner | 4,324,103,847 | 51.620% | | Xinyi Solar | Interest in controlled corporation | 4,324,103,847 | 51.620% | | Zhan Yao Limited | Beneficial owner | 483,504,733 | 5.772% | | Dr. Lee Yin Yee, Silver Bauhinia Star | Interest in controlled corporation | 571,030,806 | 6.816% | | Dr. Lee Yin Yee, Silver Bauhinia Star | Interest in controlled corporation | 8,030,321 | 0.095% | | Dr. Lee Yin Yee, Silver Bauhinia Star | Joint interest | 3,775,205 | 0.045% | | Dr. Lee Yin Yee, Silver Bauhinia Star | Family interest | 4,579,314 | 0.054% | | Dr. Lee Yin Yee, Silver Bauhinia Star | Interest in parties acting in concert | 964,197,478 | 11.510% | | Dato' Wira Ong Thian Poh D.C.S.M | Interest in controlled corporation | 244,258,989 | 2.915% | | Dato' Wira Ong Thian Poh D.C.S.M | Joint interest | 12,280,470 | 0.146% | | Dato' Wira Ong Thian Poh D.C.S.M | Family interest | 4,308,102 | 0.051% | | Dato' Wira Ong Thian Poh D.C.S.M | Interest in parties acting in concert | 1,290,765,563 | 15.409% | | Mr. Li Shengdian | Interest in controlled corporation | 149,259,800 | 1.781% | | Mr. Li Shengdian | Personal interest | 241,382 | 0.002% | | Mr. Li Shengdian | Joint interest | 7,305,630 | 0.087% | | Mr. Li Shengdian

2025 INTERIM REPORT 中 期 報 告 China New Economy Fund Limited 中國新經濟投資有限公司 Stock Code 股份代號 : 80 CONTENTS 目錄 | CORPORATE INFORMATION | 公司資料 | 2 | | --- | --- | --- | | MANAGEMENT DISCUSSION AND | 管理層討論與分析 | 7 | | ANALYSIS | | | | OTHER INFORMATION | 其他資料 | 30 | | INTERIM CONDENSED FINANCIAL | 中期簡明財務報表 | | | STATEMENTS | | | | Interim Condensed Statement of | 中期簡明損益及 | 39 | | Profit or Loss and Other | 其他全面收益表 | | | Comprehensive Income | | | | Interim Condensed Statement of | 中期簡明財務狀況表 | 40 | | Financial Positio ...