[Company Information](index=3&type=section&id=Company%20Information) [Directors and Committees](index=3&type=section&id=Directors%20and%20Committees) The company discloses its board members, including Executive Director Mr. Ye Guofu (Chairman and CEO) and three independent non-executive directors, along with the composition and chairs of the Audit, Remuneration, Nomination, and Corporate Governance Committees - Mr. Ye Guofu serves as Executive Director, Chairman, and Chief Executive Officer[4](index=4&type=chunk) - The Audit Committee, Remuneration Committee, and Nomination and Corporate Governance Committee are all chaired or primarily composed of independent non-executive directors[4](index=4&type=chunk)[5](index=5&type=chunk) [Corporate Details](index=4&type=section&id=Corporate%20Details) This section provides essential company information, including its principal place of business, registered office, auditor, share registrar, principal bankers, stock codes, and company website - The company's auditor is Ernst & Young[6](index=6&type=chunk)[7](index=7&type=chunk) - Hong Kong stock code is **9896**, and NYSE stock code is **MNSO**[8](index=8&type=chunk)[9](index=9&type=chunk) [Financial Performance Highlights](index=6&type=section&id=Financial%20Performance%20Highlights) [Key Financial Metrics](index=6&type=section&id=Key%20Financial%20Metrics) During the reporting period, the company's revenue increased by **21.1%** year-over-year to **RMB 9,393.1 million**, gross profit grew by **22.6%**, but profit for the period decreased by **23.1%** year-over-year, while adjusted net profit and adjusted EBITDA both increased For the six months ended June 30, Key Financial Data (RMB'000) | Metric | 2024 (RMB'000) | 2025 (RMB'000) | Year-over-year change (%) | | :--- | :--- | :--- | :--- | | Revenue | 7,758,743 | 9,393,112 | 21.1% | | Gross Profit | 3,389,786 | 4,156,918 | 22.6% | | Operating Profit | 1,494,809 | 1,545,949 | 3.4% | | Profit for the Period | 1,177,379 | 905,990 | (23.1)% | | Basic Earnings Per Share (RMB) | 0.94 | 0.74 | (21.3)% | | Adjusted Net Profit (Non-IFRS) | 1,241,886 | 1,278,674 | 3.0% | | Adjusted EBITDA (Non-IFRS) | 1,967,354 | 2,186,776 | 11.2% | [Non-IFRS Financial Measures](index=6&type=section&id=Non-IFRS%20Financial%20Measures) The company uses adjusted net profit, adjusted EBITDA, and adjusted basic and diluted net earnings per share as supplementary metrics to evaluate operating performance and formulate business plans, excluding non-cash and other adjustment items - Adjusted net profit excludes equity-settled share-based payment expenses, fair value changes in derivative instruments, issuance costs of derivative instruments, interest expenses related to equity-linked securities and bank loans for Yonghui equity acquisition, and share of loss from Yonghui (net of tax)[11](index=11&type=chunk)[12](index=12&type=chunk) - Adjusted EBITDA is adjusted net profit plus depreciation and amortization, finance costs (excluding interest expenses related to equity-linked securities and bank loans for Yonghui equity acquisition), and income tax expense[11](index=11&type=chunk)[12](index=12&type=chunk) Adjusted Net Profit and Adjusted EBITDA Reconciliation (RMB'000) | Metric | 2024 (RMB'000) | 2025 (RMB'000) | | :--- | :--- | :--- | | Profit for the Period | 1,177,379 | 905,990 | | Add back: Equity-settled share-based payment expenses | 64,507 | 40,586 | | Add back: Fair value changes in derivative instruments | – | 39,748 | | Add back: Issuance costs of derivative instruments | – | 44,664 | | Add back: Interest expenses related to equity-linked securities and bank loans for Yonghui equity acquisition | – | 128,351 | | Add back: Share of loss from Yonghui, net of tax | – | 119,335 | | **Adjusted Net Profit** | **1,241,886** | **1,278,674** | | Add back: Depreciation and amortization | 333,131 | 554,016 | | Add back: Finance costs (excluding specific interest expenses) | 40,595 | 65,885 | | Add back: Income tax expense | 351,742 | 288,201 | | **Adjusted EBITDA** | **1,967,354** | **2,186,776** | [Business Review and Outlook](index=10&type=section&id=Business%20Review%20and%20Outlook) [Business Overview](index=10&type=section&id=Business%20Overview) As a global value retailer, the company offers IP-designed trendy lifestyle products under its two main brands, MINISO and TOP TOY, with a total Group GMV of approximately **RMB 16.7 billion** as of June 30, 2025 - The company primarily operates two brands, **MINISO** and **TOP TOY**, offering IP-designed trendy lifestyle products[23](index=23&type=chunk)[27](index=27&type=chunk) - For the six months ended June 30, 2025, the Group's total GMV was approximately **RMB 16.7 billion**[24](index=24&type=chunk)[27](index=27&type=chunk) - The MINISO brand launches approximately **1,800 SKUs** monthly across **11** main categories, while the TOP TOY brand offers over **11,000 SKUs**[25](index=25&type=chunk)[26](index=26&type=chunk)[28](index=28&type=chunk) [Store Network & Operations](index=11&type=section&id=Store%20Network%20%26%20Operations) As of June 30, 2025, MINISO had **7,612** global stores and TOP TOY had **293** stores, with the company expanding its overseas market share, particularly in North America and Europe, through direct operation, MINISO Partner, and agent models MINISO Store Count (As of June 30) | Region | 2024 | 2025 | | :--- | :--- | :--- | | Mainland China | 4,115 | 4,305 | | Overseas | 2,753 | 3,307 | | **Total** | **6,868** | **7,612** | TOP TOY Store Count (As of June 30) | Operating Model | 2024 | 2025 | | :--- | :--- | :--- | | Direct-operated Stores | 21 | 38 | | MINISO Partner Stores | 174 | 250 | | Agent Stores | – | 5 | | **Total** | **195** | **293** | - Overseas MINISO store count significantly increased, with North America stores growing from **234** to **394**, and Europe from **244** to **319**[48](index=48&type=chunk) [Key Operating Data](index=16&type=section&id=Key%20Operating%20Data) During the reporting period, MINISO's GMV in mainland China grew to **RMB 7.8 billion**, with increases in total transactions and SKU sales, but a decrease in same-store GMV growth rate; overseas MINISO GMV grew to **RMB 7.33 billion**, also with a decrease in same-store GMV growth rate, while TOP TOY brand GMV significantly increased to **RMB 1.048 billion** Key Operating Data for MINISO Stores in Mainland China (For the six months ended June 30) | Metric | 2024 | 2025 | | :--- | :--- | :--- | | GMV (RMB millions) | 7,097 | 7,800 | | Total Transactions (millions) | 184.3 | 198.9 | | Total SKU Sales (millions) | 486.4 | 527.4 | | Average Transaction Value (RMB yuan) | 38.5 | 39.2 | | Average Selling Price (RMB yuan) | 14.6 | 14.8 | | Same-store GMV Growth Rate (%) | Low single-digit decrease | Low single-digit decrease | Overseas MINISO Store GMV (RMB millions) (For the six months ended June 30) | Region | 2024 | 2025 | | :--- | :--- | :--- | | Total | 6,401 | 7,330 | | Asia (excluding China) | 2,353 | 2,567 | | North America | 844 | 1,414 | | Latin America | 2,383 | 2,257 | | Europe | 527 | 744 | | Other | 294 | 348 | Key Operating Data for TOP TOY Brand (For the six months ended June 30) | Metric | 2024 | 2025 | | :--- | :--- | :--- | | TOP TOY Store GMV (RMB millions) | 521 | 795 | | Total Transactions (millions) | 4.7 | 7.2 | | Total SKU Sales (millions) | 8.9 | 14.2 | | Average Transaction Value (RMB yuan) | 111.2 | 109.8 | | Average Selling Price (RMB yuan) | 58.8 | 56.1 | | Same-store GMV Growth Rate (%) | Mid-teen increase | Low single-digit decrease | [Recent Developments](index=19&type=section&id=Recent%20Developments) Post-reporting period, the TOP TOY brand completed a strategic financing round led by Temasek, valuing the brand at approximately **HKD 10 billion**, indicating market recognition of its business model and global expansion - The **TOP TOY** brand completed a strategic financing round led by Temasek[63](index=63&type=chunk)[66](index=66&type=chunk) - Post-transaction, TOP TOY's valuation is approximately **HKD 10 billion**[63](index=63&type=chunk)[66](index=66&type=chunk) [Business Outlook](index=19&type=section&id=Business%20Outlook) The company will continue to uphold its core philosophies of high cost-effectiveness, globalization, and product innovation, aiming for high-quality growth in mainland China through store network expansion and upgrades, steadfastly pursuing its globalization strategy in overseas markets, and continuously optimizing TOP TOY's product supply and operational efficiency - In the second half of 2025, the company will focus on **high cost-effectiveness**, **globalization**, and **product innovation**[64](index=64&type=chunk)[67](index=67&type=chunk) - The MINISO brand in mainland China will achieve high-quality growth by expanding and upgrading its store network, providing immersive shopping experiences, and continuously innovating products[65](index=65&type=chunk)[67](index=67&type=chunk) - The overseas MINISO brand will steadfastly pursue its globalization strategy, expand its store network, adopt diversified localization strategies, and strengthen IP collaborations and star product launches[68](index=68&type=chunk)[70](index=70&type=chunk) - The TOP TOY brand will continue to optimize product supply and enhance operational efficiency to increase market share and strengthen brand image[69](index=69&type=chunk)[71](index=71&type=chunk) [Management Discussion and Analysis](index=21&type=section&id=Management%20Discussion%20and%20Analysis) [Financial Performance Analysis](index=21&type=section&id=Financial%20Performance%20Analysis) During the reporting period, the company's total revenue increased by **21.1%** year-over-year, primarily driven by strong growth in overseas markets and the TOP TOY brand, with gross margin improving by **0.6** percentage points to **44.3%**; however, profit for the period decreased by **23.1%** year-over-year due to a significant increase in selling and distribution expenses from increased direct store investments, as well as finance costs and losses from the Yonghui investment Key Items from Unaudited Consolidated Statement of Profit or Loss for the six months ended June 30 (RMB'000) | Metric | 2024 (RMB'000) | 2025 (RMB'000) | Year-over-year change (%) | | :--- | :--- | :--- | :--- | | Revenue | 7,758,743 | 9,393,112 | 21.1% | | Cost of Sales | (4,368,957) | (5,236,194) | 19.8% | | Gross Profit | 3,389,786 | 4,156,918 | 22.6% | | Selling and Distribution Expenses | (1,522,088) | (2,181,022) | 43.3% | | General and Administrative Expenses | (418,573) | (503,656) | 20.3% | | Operating Profit | 1,494,809 | 1,545,949 | 3.4% | | Net Finance Income/(Costs) | 34,011 | (128,400) | (477.5)% | | Share of Profit/(Loss) of Equity-Accounted Investees | 301 | (138,946) | (46294.0)% | | Profit for the Period | 1,177,379 | 905,990 | (23.1)% | - Revenue growth was primarily driven by the MINISO brand in mainland China (**+11.4%**), overseas MINISO brand (**+29.4%**), and the TOP TOY brand (**+73%**)[73](index=73&type=chunk)[76](index=76&type=chunk) - Gross margin increased from **43.7%** to **44.3%**, mainly due to increased revenue contribution from overseas markets and a shift in TOP TOY's product portfolio towards higher-margin products[75](index=75&type=chunk)[78](index=78&type=chunk) - Selling and distribution expenses increased by **43.3%** year-over-year, primarily due to investments in direct stores (especially in the US market), with the number of direct stores increasing from **393** to **637**[79](index=79&type=chunk)[82](index=82&type=chunk) [Key Financial Ratios & Cash Flow](index=25&type=section&id=Key%20Financial%20Ratios%20%26%20Cash%20Flow) During the reporting period, the company's net cash from operating activities and free cash flow both decreased, and the current ratio fell from **2.4** to **1.9**, mainly due to increased short-term loans, lease liabilities, and trade payables Cash Flow and Ratios for the six months ended June 30 (RMB'000) | Metric | 2024 (RMB'000) | 2025 (RMB'000) | | :--- | :--- | :--- | | Net Cash from Operating Activities | 1,293,800 | 1,014,200 | | Capital Expenditure | 302,800 | 434,800 | | Free Cash Flow | 991,000 | 579,400 | | Current Ratio (Period-end) | 2.4 | 1.9 | - The decrease in current ratio was primarily due to increased short-term loans and borrowings, lease liabilities related to direct stores, and trade payables related to inventory[102](index=102&type=chunk)[105](index=105&type=chunk) [Liquidity and Funding](index=26&type=section&id=Liquidity%20and%20Funding) As of June 30, 2025, the company's liquid assets, including cash and cash equivalents, totaled **RMB 7.4661 billion**; in January 2025, the company issued **USD 550 million** in equity-linked securities and entered into a call option spread, raising net proceeds of **USD 457 million** for overseas store expansion, supply chain optimization, brand building, and share repurchases - As of June 30, 2025, cash, cash equivalents, restricted cash, time deposits, and other investments totaled **RMB 7,466.1 million**[106](index=106&type=chunk)[109](index=109&type=chunk) - In January 2025, the company issued **USD 550 million** in equity-linked securities and entered into a call option spread, raising net proceeds of **USD 457 million**[107](index=107&type=chunk)[110](index=110&type=chunk)[113](index=113&type=chunk)[116](index=116&type=chunk) - The raised funds will be used for overseas store network expansion, supply chain optimization, brand building and promotion, additional overseas working capital, and share repurchases[113](index=113&type=chunk)[116](index=116&type=chunk) [Material Acquisitions and Investments](index=28&type=section&id=Material%20Acquisitions%20and%20Investments) In Q1 2025, the company completed the acquisition of a **29.4%** equity stake in Yonghui Superstores Co., Ltd. for **RMB 6.2701 billion**, which was treated as a very substantial acquisition and accounted for using the equity method, resulting in an investment loss of **RMB 119.3 million** during the reporting period - In Q1 2025, the company completed the acquisition of approximately **29.4%** equity in Yonghui Superstores Co., Ltd[117](index=117&type=chunk)[118](index=118&type=chunk)[122](index=122&type=chunk)[123](index=123&type=chunk) - The acquisition consideration was **RMB 6,270.1 million**[117](index=117&type=chunk)[122](index=122&type=chunk) - For the six months ended June 30, 2025, the investment in Yonghui recorded a loss of **RMB 119.3 million**[121](index=121&type=chunk)[124](index=124&type=chunk) - The company remains optimistic about the development of the offline retail industry in mainland China, believing the investment in Yonghui aligns with the Group's investment strategy[121](index=121&type=chunk)[124](index=124&type=chunk) [Risk Management and Policies](index=29&type=section&id=Risk%20Management%20and%20Policies) The company has established a cash management policy to primarily invest in low-risk wealth management products to enhance capital utilization, with a gearing ratio of **66.9%** as of June 30, 2025; its international business primarily generates revenue in USD, making it susceptible to RMB-USD exchange rate fluctuations, but currently, no derivative financial instruments are used to hedge exchange rate risks - The cash management policy stipulates investment in low-risk wealth management products, such as time deposits and principal-protected interest-bearing products, strictly prohibiting high-risk financial instruments[129](index=129&type=chunk)[133](index=133&type=chunk)[139](index=139&type=chunk) - As of June 30, 2025, the gearing ratio was **66.9%**[135](index=135&type=chunk)[137](index=137&type=chunk) - International business primarily generates revenue in USD, and fluctuations in the RMB-USD exchange rate affect operating results, with the company not hedging exchange rate risks[136](index=136&type=chunk)[138](index=138&type=chunk) [Contingencies and Commitments](index=31&type=section&id=Contingencies%20and%20Commitments) The company committed to paying no less than **RMB 965 million** in taxes to the Guangzhou local government between 2021-2025, having met its commitments for 2021-2024; as of June 30, 2025, capital commitments totaled **RMB 630.9 million**, primarily for headquarters building construction, and the company faces a securities class action lawsuit whose outcome or potential loss cannot be assessed by the board - The company committed to paying no less than **RMB 965.0 million** in taxes to the Guangzhou local government during 2021-2025, having met its commitments for 2021-2024, and expects to meet the 2025 commitment[140](index=140&type=chunk)[141](index=141&type=chunk)[143](index=143&type=chunk)[98](index=98&type=chunk)[99](index=99&type=chunk) - As of June 30, 2025, capital commitments totaled **RMB 630.9 million**, primarily for headquarters building construction[146](index=146&type=chunk)[148](index=148&type=chunk) - The company faces a securities class action lawsuit, and the Board is unable to assess its outcome or reliably estimate potential losses[142](index=142&type=chunk)[144](index=144&type=chunk)[99](index=99&type=chunk)[440](index=440&type=chunk)[441](index=441&type=chunk) [Employees and Remuneration](index=32&type=section&id=Employees%20and%20Remuneration) As of June 30, 2025, the company had **7,204** full-time employees, an increase year-over-year, with total remuneration costs of **RMB 929.9 million**, providing compensation, bonuses, share awards, and share options based on individual performance - As of June 30, 2025, the company had **7,204** full-time employees, an increase from **5,245** a year ago[147](index=147&type=chunk)[149](index=149&type=chunk) - For the six months ended June 30, 2025, total remuneration costs were **RMB 929.9 million**[151](index=151&type=chunk)[153](index=153&type=chunk) Employee Count by Function as of June 30, 2025 | Function | Number of Employees | | :--- | :--- | | Product Development and Supply Chain Management | 1,183 | | General and Administrative | 565 | | Operations | 4,699 | | Sales and Marketing | 184 | | Technology | 216 | | Business Development | 204 | | Logistics | 153 | | **Total** | **7,204** | [Corporate Governance](index=33&type=section&id=Corporate%20Governance) [Governance Compliance](index=33&type=section&id=Governance%20Compliance) The company complies with all applicable provisions of the Corporate Governance Code, although the roles of Board Chairman and CEO are combined in Mr. Ye Guofu, an arrangement the company believes ensures consistent leadership and efficient strategic planning within the Group - The company complies with all applicable provisions of the Corporate Governance Code, but the roles of Board Chairman and Chief Executive Officer are combined in Mr. Ye Guofu[155](index=155&type=chunk)[160](index=160&type=chunk) - The Board believes that combining these roles helps ensure consistent leadership and efficient strategic planning within the Group[156](index=156&type=chunk)[160](index=160&type=chunk) - All directors confirmed compliance with the Model Code for Securities Transactions by Directors of Listed Issuers during the reporting period[158](index=158&type=chunk)[162](index=162&type=chunk) [Board Committees](index=34&type=section&id=Board%20Committees) The Board has established an Audit Committee, a Remuneration Committee, and a Nomination and Corporate Governance Committee, each with clear written terms of reference to oversee specific areas of company affairs - The Board has an Audit Committee, a Remuneration Committee, and a Nomination and Corporate Governance Committee[163](index=163&type=chunk)[167](index=167&type=chunk) - The Audit Committee comprises three independent non-executive directors, chaired by Ms. Xu Lili, with primary responsibilities including overseeing financial statement integrity, internal controls, and reviewing connected transactions[164](index=164&type=chunk)[165](index=165&type=chunk)[168](index=168&type=chunk)[169](index=169&type=chunk)[170](index=170&type=chunk) - The Remuneration Committee comprises three independent non-executive directors and Executive Director Mr. Ye, chaired by Mr. Zhu Yonghua, with primary responsibilities to review director and senior management remuneration[171](index=171&type=chunk)[173](index=173&type=chunk)[174](index=174&type=chunk)[175](index=175&type=chunk)[177](index=177&type=chunk) - The Nomination and Corporate Governance Committee comprises three independent non-executive directors and Executive Director Mr. Ye, chaired by Mr. Wang Yongping, with primary responsibilities to establish board member criteria, recommend candidates, and ensure company compliance with governance requirements[172](index=172&type=chunk)[173](index=173&type=chunk)[174](index=174&type=chunk)[175](index=175&type=chunk)[176](index=176&type=chunk)[178](index=178&type=chunk) [Auditors](index=36&type=section&id=Auditors) KPMG retired upon the expiration of its term, and Ernst & Young and Ernst & Young Hua Ming LLP (a special general partnership) were appointed as the company's new auditors - KPMG retired, and Ernst & Young and Ernst & Young Hua Ming LLP (a special general partnership) were appointed as the company's auditors[179](index=179&type=chunk)[180](index=180&type=chunk) [Other Information](index=37&type=section&id=Other%20Information) [Shareholding & Incentive Plans](index=37&type=section&id=Shareholding%20%26%20Incentives) As of June 30, 2025, Mr. Ye Guofu and his spouse Ms. Yang Yunyun held **63.1%** of the company's equity through controlled corporations; the company has a 2020 Share Incentive Plan, with **3,873,361** share awards available for grant and **22,858,998** unexercised Restricted Share Units (RSUs) at the end of the reporting period Directors' and Chief Executive's Interests in Shares (As of June 30, 2025) | Name | Capacity/Nature of Interest | Number of Shares | Approximate Percentage of Company's Equity | | :--- | :--- | :--- | :--- | | Mr. Ye | Interest in controlled corporation/Founder of discretionary trust/Beneficiary of trust/Spouse's interest | 789,541,061 (L) | 63.1% | | Ms. Xu Lili | Beneficial interest | 20,000 (L) | 0.002% | | Mr. Zhu Yonghua | Beneficial interest | 32,700 (L) | 0.003% | Major Shareholders' Interests in Shares (As of June 30, 2025) | Name/Entity | Capacity/Nature of Interest | Number of Shares | Approximate Percentage of Company's Equity | | :--- | :--- | :--- | :--- | | YYY MC Limited | Beneficial interest | 257,849,197 (L) | 20.6% | | YGF MC Limited | Beneficial interest | 203,401,382 (L) | 16.3% | | Mini Investment Limited | Beneficial interest | 328,290,482 (L) | 26.2% | | Mr. Ye | Interest in controlled corporation/Founder of discretionary trust/Beneficiary of trust/Spouse's interest | 789,541,061 (L) | 63.1% | | Ms. Yang | Interest in controlled corporation/Founder of discretionary trust/Beneficiary of trust/Spouse's interest | 789,541,061 (L) | 63.1% | | The Bank of New York Mellon Corporation | Interest in controlled corporation | 116,173,426 (L) | 9.3% | | HSBC Holdings plc | Interest in controlled corporation/Custodian | 112,509,223 (L) | 9.0% | | UBS Group AG | Interest in controlled corporation | 104,075,883 (L) | 8.3% | | Citigroup Inc. | Interest in controlled corporation/Approved lending agent | 64,946,480 (L) | 5.2% | - As of June 30, 2025, under the 2020 Share Incentive Plan, **3,873,361** share awards were available for grant, and **22,858,998** Restricted Share Units (RSUs) were unexercised[202](index=202&type=chunk)[206](index=206&type=chunk)[392](index=392&type=chunk)[393](index=393&type=chunk) [Share Repurchase & Dividends](index=44&type=section&id=Share%20Repurchase%20%26%20Dividends) During the reporting period, the company repurchased a total of **8,167,600** shares and **824,961** American Depositary Shares (ADSs) on the HKEX and NYSE, for a total consideration of **HKD 262.7 million** and **USD 14.1 million**, respectively; the company has paid its 2024 final cash dividend and approved a 2025 interim cash dividend totaling approximately **USD 89.3 million**, representing **50%** of adjusted net profit Share Repurchase Details for the six months ended June 30, 2025 | Exchange | Number of Shares Repurchased | Total Consideration (HKD/USD) | | :--- | :--- | :--- | | HKEX | 8,167,600 | 262,677,000 (HKD) | | NYSE | 824,961 (ADSs) | 14,146,000 (USD) | - The 2024 final cash dividend of **USD 0.3268** per ADS or **USD 0.0817** per share was paid, totaling approximately **USD 101.3 million**[224](index=224&type=chunk)[228](index=228&type=chunk) - The 2025 interim cash dividend of **USD 0.2896** per ADS or **USD 0.0724** per share was approved, totaling approximately **USD 89.3 million**, representing **50%** of adjusted net profit[225](index=225&type=chunk)[228](index=228&type=chunk) [Other Corporate Matters](index=46&type=section&id=Other%20Corporate%20Matters) There were no changes in director and senior management information during the reporting period, the net proceeds from the global offering were fully utilized by December 31, 2024, and the company was not involved in other significant litigation or arbitration - No changes in director and senior management information[223](index=223&type=chunk)[227](index=227&type=chunk) - Net proceeds of **HKD 482.1 million** from the global offering were fully utilized by December 31, 2024[229](index=229&type=chunk)[232](index=232&type=chunk) - The company was not involved in other significant litigation or arbitration[230](index=230&type=chunk)[233](index=233&type=chunk) [Independent Review Report](index=48&type=section&id=Independent%20Review%20Report) Ernst & Young reviewed the unaudited interim financial report for the six months ended June 30, 2025, concluding that it was prepared in all material respects in accordance with International Accounting Standard 34 - Ernst & Young reviewed the interim financial report in accordance with Hong Kong Standard on Review Engagements 2410[236](index=236&type=chunk)[238](index=238&type=chunk) - The review concluded that the interim financial report was prepared in all material respects in accordance with International Accounting Standard 34[239](index=239&type=chunk)[240](index=240&type=chunk) [Unaudited Consolidated Statement of Profit or Loss](index=50&type=section&id=Unaudited%20Consolidated%20Statement%20of%20Profit%20or%20Loss) This section presents the unaudited consolidated statement of profit or loss for the six months ended June 30, 2025, detailing financial data such as revenue, cost of sales, gross profit, various expenses, operating profit, net finance income/costs, profit before tax, income tax expense, and profit for the period Unaudited Consolidated Statement of Profit or Loss (For the six months ended June 30, RMB'000) | Metric | 2024 | 2025 | | :--- | :--- | :--- | | Revenue | 7,758,743 | 9,393,112 | | Cost of Sales | (4,368,957) | (5,236,194) | | Gross Profit | 3,389,786 | 4,156,918 | | Operating Profit | 1,494,809 | 1,545,949 | | Profit Before Tax | 1,529,121 | 1,194,191 | | Profit for the Period | 1,177,379 | 905,990 | | Basic Earnings Per Share (RMB) | 0.94 | 0.74 | | Diluted Earnings Per Share (RMB) | 0.94 | 0.73 | [Unaudited Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=51&type=section&id=Unaudited%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) This section presents the unaudited consolidated statement of profit or loss and other comprehensive income for the six months ended June 30, 2025, showing a profit for the period of **RMB 906 million** and total comprehensive income of **RMB 917.7 million**, primarily including exchange differences on translating financial statements of overseas operations Unaudited Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30, RMB'000) | Metric | 2024 | 2025 | | :--- | :--- | :--- | | Profit for the Period | 1,177,379 | 905,990 | | Exchange differences on translating financial statements of overseas operations | 6,845 | 11,675 | | Total Comprehensive Income for the Period | 1,184,224 | 917,665 | [Unaudited Consolidated Statement of Financial Position](index=52&type=section&id=Unaudited%20Consolidated%20Statement%20of%20Financial%20Position) This section presents the unaudited consolidated statement of financial position as of June 30, 2025, showing total assets increased to **RMB 26.6478 billion**, total liabilities increased to **RMB 15.7489 billion**, and total equity increased to **RMB 10.8989 billion**, with a significant increase in equity-accounted investees within non-current assets Unaudited Consolidated Statement of Financial Position (As of June 30, RMB'000) | Metric | December 31, 2024 | June 30, 2025 | | :--- | :--- | :--- | | **Assets** | | | | Non-current Assets | 6,464,627 | 13,915,114 | | Current Assets | 11,655,501 | 12,732,674 | | **Total Assets** | **18,120,128** | **26,647,788** | | **Equity** | | | | Equity Attributable to Owners of the Company | 10,314,974 | 10,852,107 | | Non-controlling Interests | 40,548 | 46,812 | | **Total Equity** | **10,355,522** | **10,898,919** | | **Liabilities** | | | | Non-current Liabilities | 2,037,417 | 9,133,474 | | Current Liabilities | 5,727,189 | 6,615,395 | | **Total Liabilities** | **7,764,606** | **15,748,869** | - Equity-accounted investees significantly increased from **RMB 38.567 million** as of December 31, 2024, to **RMB 6,171.304 million** as of June 30, 2025[248](index=248&type=chunk) [Unaudited Consolidated Statement of Changes in Equity](index=54&type=section&id=Unaudited%20Consolidated%20Statement%20of%20Changes%20in%20Equity) This section presents the unaudited consolidated statement of changes in equity for the six months ended June 30, 2025, showing total equity increased from **RMB 10.3555 billion** at the beginning of the period to **RMB 10.8989 billion** at the end, primarily influenced by profit for the period, share repurchases, equity-settled share-based payment transactions, and recognition of capped call options Unaudited Consolidated Statement of Changes in Equity (For the six months ended June 30, RMB'000) | Metric | Balance as of January 1, 2025 | Balance as of June 30, 2025 | | :--- | :--- | :--- | | Share Capital | 94 | 94 | | Capital Reserve | 4,683,577 | 3,956,803 | | Merger Reserve | 117,912 | 117,912 | | Treasury Shares | (84,049) | (428,539) | | Equity Call Options | – | 650,711 | | Share-based Payment Reserve | 1,045,090 | 1,085,676 | | Exchange Reserve | 42,034 | 53,405 | | China Statutory Reserve | 208,139 | 207,838 | | Retained Earnings | 4,302,177 | 5,208,207 | | **Total Equity Attributable to Owners of the Company** | **10,314,974** | **10,852,107** | | Non-controlling Interests | 40,548 | 46,812 | | **Total Equity** | **10,355,522** | **10,898,919** | [Unaudited Consolidated Statement of Cash Flows](index=56&type=section&id=Unaudited%20Consolidated%20Statement%20of%20Cash%20Flows) This section presents the unaudited consolidated statement of cash flows for the six months ended June 30, 2025, showing net cash from operating activities of **RMB 1.0142 billion**, net cash used in investing activities of **RMB 6.4100 billion**, net cash from financing activities of **RMB 6.1774 billion**, and cash and cash equivalents increasing to **RMB 7.1152 billion** at period-end Unaudited Consolidated Statement of Cash Flows (For the six months ended June 30, RMB'000) | Metric | 2024 | 2025 | | :--- | :--- | :--- | | Net Cash from Operating Activities | 1,293,756 | 1,014,223 | | Net Cash Used in Investing Activities | (387,957) | (6,410,039) | | Net Cash from Financing Activities | (1,095,826) | 6,177,417 | | Net Increase in Cash and Cash Equivalents | (190,027) | 781,601 | | Cash and Cash Equivalents at End of Period | 6,226,732 | 7,115,183 | - Net cash used in investing activities significantly increased, primarily due to payments for other investments and investments in equity-accounted investees[255](index=255&type=chunk) - Net cash from financing activities turned positive, mainly due to proceeds from loans and borrowings and issuance of equity-linked securities[255](index=255&type=chunk) [Notes to the Unaudited Interim Financial Report](index=57&type=section&id=Notes%20to%20the%20Unaudited%20Interim%20Financial%20Report) [Basis of Preparation & Accounting Policies](index=57&type=section&id=Basis%20of%20Preparation%20%26%20Accounting%20Policies) This interim financial report is prepared in accordance with the HKEX Listing Rules and International Accounting Standard 34, adopting accounting policies consistent with the 2024 annual consolidated financial statements, with the exception of the initial adoption of revised International Financial Reporting Standards - The report is prepared in accordance with the HKEX Listing Rules and International Accounting Standard 34[257](index=257&type=chunk)[262](index=262&type=chunk) - Accounting policies are consistent with the 2024 annual consolidated financial statements, except for the initial adoption of revised International Financial Reporting Standards[258](index=258&type=chunk)[264](index=264&type=chunk) [Segment Reporting](index=58&type=section&id=Segment%20Reporting) Effective January 1, 2025, the company segmented the MINISO brand into mainland China and overseas, presenting three reportable segments: MINISO brand - mainland China, MINISO brand - overseas, and TOP TOY brand, with each segment's performance measured by profit before tax and detailed disclosures of revenue, operating profit, assets, and liabilities - Effective January 1, 2025, the company segmented the MINISO brand into mainland China and overseas, forming three reportable segments: MINISO brand - mainland China, MINISO brand - overseas, and TOP TOY brand[265](index=265&type=chunk)[268](index=268&type=chunk) Segment Revenue for the six months ended June 30, 2025 (RMB'000) | Segment | External Revenue | Segment Revenue | | :--- | :--- | :--- | | MINISO Brand - Mainland China | 5,114,987 | 6,557,970 | | MINISO Brand - Overseas | 3,534,017 | 3,536,700 | | TOP TOY Brand | 742,058 | 765,044 | | Unallocated Amounts | 2,050 | 228,379 | | **Consolidated Revenue** | **9,393,112** | **11,088,093** | Segment Assets as of June 30, 2025 (RMB'000) | Segment | Segment Assets | | :--- | :--- | | MINISO Brand - Mainland China | 9,152,135 | | MINISO Brand - Overseas | 6,784,685 | | TOP TOY Brand | 891,207 | | Unallocated Assets | 9,564,711 | | **Total Consolidated Assets** | **26,647,788** | [Revenue Recognition](index=64&type=section&id=Revenue%20Recognition) The company's revenue primarily derives from the sale of lifestyle and trendy toy products, including direct store retail, sales to franchisees and agents, and online sales, with other revenue sources including licensing fees, royalties, and management consulting service fees, and revenue is mainly recognized at a point in time - Revenue primarily comes from the sale of lifestyle and trendy toy products, as well as licensing fees, royalties, and management consulting service fees[285](index=285&type=chunk)[287](index=287&type=chunk) Revenue Classification for the six months ended June 30, 2025 (RMB'000) | Major Product/Service Line | 2024 | 2025 | | :--- | :--- | :--- | | Direct Store Retail Sales | 1,205,709 | 2,190,668 | | Sales to Franchisees | 3,995,768 | 4,298,817 | | Sales to Offline Agents | 1,395,170 | 1,512,084 | | Online Sales | 402,688 | 573,208 | | Licensing Fees, Royalties, and Management Consulting Service Fees | 438,017 | 507,685 | | **Total Revenue** | **7,758,743** | **9,393,112** | - Revenue is primarily recognized at a point in time (**RMB 8,873.311 million** in 2025)[291](index=291&type=chunk) [Expense Analysis](index=67&type=section&id=Expense%20Analysis) During the reporting period, the company's total cost of sales, selling and distribution, and general and administrative expenses combined increased to **RMB 7.9209 billion**, primarily comprising inventory costs, salaries and employee benefits, depreciation and amortization, licensing fees, promotion and advertising expenses, and logistics expenses Expenses by Nature for the six months ended June 30 (RMB'000) | Expense Item | 2024 | 2025 | | :--- | :--- | :--- | | Cost of Inventories | 4,256,426 | 5,081,747 | | Salaries and Employee Benefits | 685,492 | 929,882 | | Rent and Related Expenses | 113,395 | 185,788 | | Depreciation and Amortization | 333,131 | 554,016 | | Licensing Fees | 183,158 | 240,795 | | Promotion and Advertising Expenses | 247,158 | 262,544 | | Logistics Expenses | 225,974 | 292,963 | | **Total Costs and Expenses** | **6,309,618** | **7,920,872** | - Salaries and employee benefits increased to **RMB 929.9 million**, with salaries, wages, and bonuses accounting for **RMB 778.2 million**[309](index=309&type=chunk)[310](index=310&type=chunk) - Depreciation and amortization increased to **RMB 554.0 million**, primarily from property, plant and equipment and right-of-use assets[311](index=311&type=chunk) [Financial Income & Costs](index=69&type=section&id=Financial%20Income%20%26%20Costs) During the reporting period, other net income increased to **RMB 98.2 million**, mainly due to increased net exchange gains and investment income, while net finance costs shifted from finance income last year to a net cost of **RMB 128.4 million**, primarily due to increased interest on equity-linked securities and lease liabilities Other Net Income for the six months ended June 30 (RMB'000) | Item | 2024 | 2025 | | :--- | :--- | :--- | | Net Exchange (Loss)/Gain | (12,392) | 36,570 | | Investment Income from Other Investments | 18,360 | 43,809 | | **Other Net Income** | **41,696** | **98,239** | Net Finance Income/(Costs) for the six months ended June 30 (RMB'000) | Item | 2024 | 2025 | | :--- | :--- | :--- | | Finance Income | 74,606 | 65,836 | | Finance Costs | (40,595) | (194,236) | | **Net Finance Income/(Costs)** | **34,011** | **(128,400)** | - Increased finance costs were primarily due to higher interest on loans and borrowings, interest on equity-linked securities (**RMB 89.885 million**), and interest on lease liabilities[315](index=315&type=chunk) [Income Taxes](index=70&type=section&id=Income%20Taxes) During the reporting period, income tax expense was **RMB 288.2 million**, a decrease from the prior year, with the difference between actual and nominal income tax expense primarily influenced by the tax impact of share-based payment expenses, preferential tax treatments, additional R&D cost deductions, and deductible temporary differences Income Tax Expense for the six months ended June 30 (RMB'000) | Item | 2024 | 2025 | | :--- | :--- | :--- | | Current Tax Provision | 364,138 | 324,216 | | Deferred Tax | (12,396) | (36,015) | | **Income Tax Expense** | **351,742** | **288,201** | - The difference between actual and nominal income tax expense primarily arose from the tax impact of share-based payment expenses, preferential tax treatments, additional R&D cost deductions, and deductible temporary differences[319](index=319&type=chunk) [Earnings Per Share](index=72&type=section&id=Earnings%20Per%20Share) For the six months ended June 30, 2025, basic earnings per share were **RMB 0.74** and diluted earnings per share were **RMB 0.73**, both decreasing from the prior year Earnings Per Share for the six months ended June 30 (RMB yuan) | Metric | 2024 | 2025 | | :--- | :--- | :--- | | Basic Earnings Per Share | 0.94 | 0.74 | | Diluted Earnings Per Share | 0.94 | 0.73 | Weighted Average Number of Ordinary Shares for the six months ended June 30 | Metric | 2024 | 2025 | | :--- | :--- | :--- | | Weighted Average Number of Ordinary Shares (Basic) | 1,242,154,721 | 1,230,765,469 | | Dilutive Effect of Share Incentive Plans | 5,349,402 | 5,237,699 | | Weighted Average Number of Ordinary Shares (Diluted) | 1,247,504,123 | 1,236,003,168 | [Assets](index=73&type=section&id=Assets) As of June 30, 2025, net property, plant and equipment increased to **RMB 1.7021 billion**, net right-of-use assets increased to **RMB 4.6351 billion**, inventory increased to **RMB 2.8363 billion**, trade and other receivables increased to **RMB 2.4303 billion**, and cash and cash equivalents increased to **RMB 7.1152 billion** Net Property, Plant and Equipment as of June 30, 2025 (RMB'000) | Item | Carrying Amount as of January 1, 2025 | Carrying Amount as of June 30, 2025 | | :--- | :--- | :--- | | Apartments | 213,754 | 209,716 | | Leasehold Improvements | 505,786 | 599,358 | | Office Equipment | 37,549 | 41,979 | | Store Operating Equipment | 34,467 | 34,716 | | Motor Vehicles | 2,804 | 3,369 | | Molds | 12,791 | 7,791 | | Construction in Progress | 629,788 | 805,133 | | **Total** | **1,436,939** | **1,702,062** | Net Right-of-Use Assets as of June 30, 2025 (RMB'000) | Item | Carrying Amount as of January 1, 2025 | Carrying Amount as of June 30, 2025 | | :--- | :--- | :--- | | Properties | 2,533,228 | 3,008,724 | | Warehouse Equipment | – | 10,164 | | Land Use Rights | 1,638,855 | 1,616,251 | | **Total** | **4,172,083** | **4,635,139** | Inventories as of June 30, 2025 (RMB'000) | Item | December 31, 2024 | June 30, 2025 | | :--- | :--- | :--- | | Finished Goods | 2,742,092 | 2,828,637 | | Low-value Consumables | 8,297 | 7,711 | | **Total** | **2,750,389** | **2,836,348** | Trade and Other Receivables as of June 30, 2025 (RMB'000) | Item | December 31, 2024 | June 30, 2025 | | :--- | :--- | :--- | | Non-current Portion | 341,288 | 212,750 | | Current Portion | 2,207,013 | 2,430,263 | | **Total** | **2,548,301** | **2,643,013** | Cash and Cash Equivalents as of June 30, 2025 (RMB'000) | Item | December 31, 2024 | June 30, 2025 | | :--- | :--- | :--- | | Cash on Hand | 4,465 | 3,941 | | Bank Deposits | 6,323,656 | 7,111,242 | | **Total** | **6,328,121** | **7,115,183** | [Equity-Accounted Investees](index=80&type=section&id=Equity-Accounted%20Investees) As of June 30, 2025, the company's total equity-accounted investees amounted to **RMB 6.1713 billion**, primarily comprising share of net assets from associates and goodwill retained in associates' equity, with the investment in Yonghui Superstores Co., Ltd. representing a **29.4%** equity stake and a fair value of **RMB 13.0739 billion** Equity-Accounted Investees as of June 30, 2025 (RMB'000) | Item | December 31, 2024 | June 30, 2025 | | :--- | :--- | :--- | | Share of Net Assets from Associates | 38,567 | 2,888,268 | | Share of Net Assets from a Joint Venture | – | 4,000 | | Goodwill Retained in Associates' Equity | – | 3,279,036 | | **Total** | **38,567** | **6,171,304** | - The investment in Yonghui Superstores Co., Ltd. represents a **29.4%** equity stake, with a fair value of **RMB 13,073.863 million**[350](index=350&type=chunk)[352](index=352&type=chunk) - Associate investments with a carrying amount of **RMB 4,308.190 million** are pledged as collateral for certain bank borrowings[351](index=351&type=chunk)[352](index=352&type=chunk) [Liabilities](index=81&type=section&id=Liabilities) As of June 30, 2025, total loans and borrowings increased to **RMB 7.2966 billion**, primarily including bank loans and the liability component of equity-linked securities; total trade and other payables were **RMB 3.5615 billion**, and total lease liabilities were **RMB 3.0607 billion** Loans and Borrowings as of June 30, 2025 (RMB'000) | Item | December 31, 2024 | June 30, 2025 | | :--- | :--- | :--- | | Non-current Portion | 4,310 | 5,589,413 | | Current Portion | 566,955 | 1,707,170 | | **Total** | **571,265** | **7,296,583** | - Bank loans (**RMB 3,457.0 million**) are collateralized by equity-accounted investees[354](index=354&type=chunk)[357](index=357&type=chunk) Trade and Other Payables as of June 30, 2025 (RMB'000) | Item | December 31, 2024 | June 30, 2025 | | :--- | :--- | :--- | | Non-current Portion | 59,842 | 73,586 | | Current Portion | 3,943,988 | 3,561,523 | | **Total** | **4,003,830** | **3,635,109** | Present Value of Lease Liabilities as of June 30, 2025 (RMB'000) | Item | December 31, 2024 | June 30, 2025 | | :--- | :--- | :--- | | Within One Year | 635,357 | 883,423 | | After One Year but Within Two Years | 623,330 | 652,841 | | After Two Years but Within Five Years | 806,325 | 1,052,064 | | Over Five Years | 473,482 | 472,384 | | **Total** | **2,538,494** | **3,060,712** | [Capital and Reserves](index=84&type=section&id=Capital%20and%20Reserves) As of June 30, 2025, the company had **1,251,337,357** total issued shares; during the reporting period, the company repurchased a total of **8,167,600** shares and **3,299,844** American Depositary Shares (ADSs) under its 2024 share repurchase program, and has declared and paid the 2024 final dividend and approved the 2025 interim dividend Analysis of Issued Shares as of June 30, 2025 | Item | Number of Shares Outstanding | Number of Treasury Shares | Total Number of Issued Shares | | :--- | :--- | :--- | :--- | | January 1, 2025 | 1,233,993,805 | 15,878,028 | 1,249,871,833 | | Impact of Share Issuance and Repurchase | (9,560,000) | 11,025,388 | 1,465,524 | | June 30, 2025 | 1,224,433,941 | 26,903,416 | 1,251,337,357 | - During the reporting period, the company repurchased a total of **8,167,600** shares and **3,299,844** American Depositary Shares under its 2024 share repurchase program[369](index=369&type=chunk)[370](index=370&type=chunk) - The 2024 final cash dividend of **USD 101.3 million** was declared and paid, and the 2025 interim cash dividend of **USD 89.3 million** was approved[371](index=371&type=chunk)[372](index=372&type=chunk)[373](index=373&type=chunk) [Equity Settled Share-Based Payments](index=86&type=section&id=Equity%20Settled%20Share-Based%20Payments) The company operates a 2020 Share Incentive Plan, granting share options and Restricted Share Units (RSUs) to employees, directors, and consultants; as of June 30, 2025, **3,646,456** share options and **22,858,998** RSUs remained unexercised, with total share-based payment expenses of **RMB 40.966 million** recognized during the reporting period Overview of Share Option Activity as of June 30, 2025 | Item | Number of Share Options | Weighted Average Exercise Price (USD per share) | | :--- | :--- | :--- | | Unexercised as of January 1, 2025 | 3,907,464 | 0.036 | | Exercised | (196,008) | 0.036 | | Forfeited | (65,000) | 0.036 | | **Unexercised as of June 30, 2025** | **3,646,456** | **0.036** | Overview of Restricted Share Units (RSUs) Activity as of June 30, 2025 | Item | Number of Restricted Share Units | Weighted Average Purchase Price (USD per RSU) | | :--- | :--- | :--- | | Unexercised as of January 1, 2025 | 24,718,284 | 0.008 | | Granted | 1,076,158 | 0.010 | | Vested | (1,711,572) | 0.005 | | Forfeited | (1,223,872) | 0.002 | | **Unexercised as of June 30, 2025** | **22,858,998** | **0.008** | - For the six months ended June 30, 2025, share-based payment expenses recognized for share options were **RMB 0.38 million**, and for RSUs were **RMB 40.966 million**[378](index=378&type=chunk)[392](index=392&type=chunk) [Equity Linked Securities & Derivatives](index=90&type=section&id=Equity%20Linked%20Securities%20%26%20Derivatives) In January 2025, the company issued **USD 550 million** in equity-linked securities and entered into a capped call option spread; the equity-linked securities were bifurcated into liability and derivative components, the floor call option was recognized as a financial derivative asset, and the capped call option was recognized as an equity instrument - In January 2025, **USD 550 million** in equity-linked securities were issued, bearing an annual interest rate of **0.5%** and maturing in approximately seven years[394](index=394&type=chunk)[396](index=396&type=chunk)[397](index=397&type=chunk)[398](index=398&type=chunk) Changes in Equity-Linked Securities Liability and Derivative Components as of June 30, 2025 (RMB'000) | Item | Liability Component | Derivative Component | | :--- | :--- | :--- | | January 1, 2025 | – | – | | Issuance of Equity-Linked Securities | 2,352,383 | 1,600,962 | | Issuance Costs | (65,740) | (44,741) | | Interest Expense | 89,885 | – | | Fair Value Change for the Period | – | (319,917) | | Exchange Rate Adjustment | (9,593) | (5,377) | | **June 30, 2025** | **2,366,935** | **1,230,927** | - The floor call option amounted to **USD 168 million** and was recognized as a financial asset measured at fair value through profit or loss[405](index=405&type=chunk)[406](index=406&type=chunk)[408](index=408&type=chunk)[409](index=409&type=chunk) - The capped call option amounted to **USD 90.5299 million** and was initially recognized as an equity instrument, subsequently measured at historical cost[410](index=410&type=chunk)[411](index=411&type=chunk)[414](index=414&type=chunk) [Fair Value Measurement](index=93&type=section&id=Fair%20Value%20Measurement) The fair value measurement of the company's financial instruments is categorized into three levels; as of June 30, 2025, Level 3 assets included investments in unlisted limited partnerships and financial derivative assets (floor call options), while Level 3 liabilities included financial derivative liabilities (embedded derivatives in equity-linked securities) - Fair value measurement is categorized into three levels: Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (significant unobservable inputs)[416](index=416&type=chunk)[420](index=420&type=chunk) Financial Assets and Liabilities by Fair Value Hierarchy as of June 30, 2025 (RMB'000) | Item | Fair Value | Level 1 | Level 2 | Level 3 | | :--- | :--- | :--- | :--- | :--- | | **Assets** | | | | | | Investments in Unlisted Limited Partnerships | 122,570 | – | – | 122,570 | | Financial Derivative Assets | 799,751 | – | – | 799,751 | | **Liabilities** | | | | | | Financial Derivative Liabilities | 1,230,927 | – | – | 1,230,927 | - The fair values of Level 3 assets and liabilities are determined using a binomial option pricing model or sum-of-the-costs method, with the assistance of independent valuers[426](index=426&type=chunk)[427](index=427&type=chunk)[428](index=428&type=chunk) [Commitments and Contingencies](index=97&type=section&id=Commitments%20and%20Contingencies) As of June 30, 2025, the company's capital commitments totaled **RMB 630.9 million**, primarily for construction projects; the company committed to paying no less than **RMB 965 million** in taxes to the Guangzhou local government between 2021-2025, having met its commitments for the first four years, and faces a securities class action lawsuit whose outcome and potential losses cannot be reliably estimated Capital Commitments as of June 30, 2025 (RMB'000) | Item | December 31, 2024 | June 30, 2025 | | :--- | :--- | :--- | | Contracted for Construction Projects | 557,180 | 519,380 | | Authorized but Not Contracted for Construction Projects | 76,366 | 111,489 | | **Total** | **633,546** | **630,869** | - The company committed to paying no less than **RMB 965.0 million** in taxes to the Guangzhou local government during 2021-2025, having met its commitments for 2021-2024, and expects to meet the 2025 commitment[436](index=436&type=chunk)[437](index=437&type=chunk)[438](index=438&type=chunk)[439](index=439&type=chunk) - The company faces a securities class action lawsuit, and the Board is unable to assess its outcome or reliably estimate potential losses[440](index=440&type=chunk)[441](index=441&type=chunk) [Related Party Transactions](index=100&type=section&id=Related%20Party%20Transactions) During the reporting period, the company engaged in various related party transactions, including product sales, IT support and consulting services, licensing fee income, product purchases, catering service purchases, short-term lease rentals and related expenses, lease liability payments, rental deposits, and loans to related parties Related Party Transactions for the six months ended June 30 (RMB'000) | Transaction Type | 2024 | 2025 | | :--- | :--- | :--- | | Income from Related Parties (Product Sales, Services, Licensing Fees) | 55,015 | 93,939 | | Purchases of Goods or Services from Related Parties (Products, Catering, Leases) | 8,733 | 6,426 | | Payments to Related Parties (Lease Liabilities, Rental Deposits, Loans) | 25,141 | 47,951 | - Key management personnel compensation includes short-term employee benefits and equity-settled share-based payment expenses[444](index=444&type=chunk)[446](index=446&type=chunk) [Definitions](index=102&type=section&id=Definitions) This section provides definitions for key terms and abbreviations used throughout the report, including company brands, financial metrics, operating models, geographical regions, legal entities, and relevant regulations, to ensure clear understanding of the report's content - Definitions are provided for key terms such as '2020 Share Incentive Plan', 'GMV', 'Equity-Linked Securities', 'MINISO Partner', and 'Yonghui'[453](index=453&type=chunk)[455](index=455&type=chunk)[456](index=456&type=chunk)[457](index=457&type=chunk)[458](index=458&type=chunk)[459](index=459&type=chunk)[460](index=460&type=chunk)

Financial Performance - The company recorded revenue of approximately $108.7 million for the reporting period, a decrease of about 38% compared to $174.8 million in the same period last year[13] - Gross profit decreased to approximately $2.2 million, down from $5.0 million year-on-year[13] - The company reported a net loss of approximately $0.4 million, compared to a net profit of approximately $1.4 million in the same period last year[13] - Revenue for the six months ended June 30, 2025, was $108,681,000, a decrease of 37.8% compared to $174,757,000 for the same period in 2024[39] - Gross profit for the same period was $2,184,000, down 56.1% from $4,980,000 in 2024[39] - The company reported a loss before tax of $415,000 for the six months ended June 30, 2025, compared to a profit of $1,736,000 in 2024[39] - Net loss for the period was $437,000, a significant decline from a profit of $1,407,000 in the previous year[39] - The cost of sales for the six months ended June 30, 2025, was $98,556,000, down from $137,895,000 in 2024, reflecting a reduction of approximately 28.5%[55] - Operating cash flow for the six months ended June 30, 2025, was $66,000, significantly lower than $2,850,000 in 2024[46] Assets and Liabilities - The total assets as of June 30, 2025, were approximately $57.4 million, down from $71.4 million as of December 31, 2024[16] - The total liabilities decreased to approximately $27.8 million from $41.4 million as of December 31, 2024, a reduction of about $13.6 million[16] - Current assets decreased to $51,572,000 from $64,067,000, reflecting a reduction of 19.5%[41] - Current liabilities were $27,578,000, down from $41,108,000, indicating a decrease of 32.8%[41] - The company's equity totaled $29,595,000 as of June 30, 2025, compared to $29,982,000 at the end of 2024[42] - The group had unutilized committed borrowing and trade financing of approximately $302.3 million as of June 30, 2025, an increase from $288.0 million on December 31, 2024[23] Cash and Cash Equivalents - The company’s cash and cash equivalents as of June 30, 2025, were approximately $15.2 million, slightly down from $15.5 million as of December 31, 2024[9] - The group's cash and cash equivalents were approximately $15.6 million as of June 30, 2025, representing about 27% of total assets, up from 22% on December 31, 2024[20] - The group recorded a net cash position of approximately $15.2 million as of June 30, 2025, compared to $15.5 million on December 31, 2024, indicating no net capital debt[23] - The company’s cash and cash equivalents at the end of the period were $15,590,000, compared to $12,872,000 at the end of June 30, 2024, representing an increase of approximately 21%[47] Trade Receivables and Payables - The company experienced a decrease in trade receivables of $12,403,000 for the six months ended June 30, 2025, compared to a decrease of $30,362,000 in 2024[46] - Trade receivables increased significantly to $16,909,000 as of June 30, 2025, from $2,422,000 as of December 31, 2024, representing a growth of approximately 600%[62] - The total trade receivables and notes receivable amounted to $23,914,000 as of June 30, 2025, down from $36,317,000 as of December 31, 2024, indicating a decrease of about 34%[65] - The company's trade payables decreased to $22,114,000 as of June 30, 2025, from $36,779,000 as of December 31, 2024, reflecting a reduction of approximately 40%[69] Corporate Governance and Management - The board did not recommend the distribution of an interim dividend for the reporting period[17] - The board of directors approved the interim financial information on August 26, 2025[79] - The company has adopted all applicable code provisions from the Corporate Governance Code during the reporting period[81] - There was no CEO position during the reporting period, with the role being performed by an executive director other than the chairman[82] - The audit committee reviewed the unaudited interim financial results and reports without objection to the accounting treatments adopted[87] - The company has complied with the Standard Code regarding securities transactions by directors during the reporting period[83] - There were no significant deviations from the Corporate Governance Code during the reporting period[81] Future Plans and Strategies - The company plans to explore new sources of iron ore and other commodities to diversify product supply and will seek acquisition opportunities to enhance sustainable development[6] - The group plans to continue exploring and evaluating potential projects and investment opportunities to create long-term value for shareholders[28] - The group aims to diversify its product supply and seek mergers, investment opportunities, or other collaborations to support sustainable development[33] - The group will closely monitor macroeconomic developments and significant changes in the supply and demand fundamentals of the iron ore and steel markets[33] Shareholder Information - As of June 30, 2025, Mr. Zhuang Tianlong holds 1,149,744,000 shares, representing approximately 28.74% of the issued share capital[88] - Major shareholders include Ding Pei Investment holding 1,149,744,000 shares (28.74%) and Fast Fortune holding 360,000,000 shares (9.00%) as of June 30, 2025[92] - The company has not issued any stock options under the 2020 stock option plan as of June 30, 2025, with a total of 400,000,000 options available for grant[72] Financial Instruments and Fair Value - The fair value of financial assets as of June 30, 2025, was $20,250,000, significantly higher than $4,234,000 as of December 31, 2024[75] - The fair value of financial liabilities increased to $19,236,000 as of June 30, 2025, compared to $7,596,000 as of December 31, 2024[75] - The company held a total of 595,000 tons of outstanding iron ore futures or swap contracts with a negative book value of $412,000 as of June 30, 2025[76] - The fair value of trade receivables and notes was $16,909,000 as of June 30, 2025, compared to $2,422,000 as of December 31, 2024[77] - The company reported a total of $2,747,000 in other payables measured at fair value as of June 30, 2025, up from $2,190,000 as of December 31, 2024[78] - The company’s total liabilities measured at fair value included $412,000 in other current financial liabilities as of June 30, 2025[78]

Financial Performance - Revenue for the first half of 2025 was RMB 15,803,000, a decrease of 68.3% compared to RMB 49,769,000 in the same period of 2024[11]. - Gross profit for the first half of 2025 was RMB 8,467,000, down 80.2% from RMB 42,840,000 in the first half of 2024[11]. - Loss for the period was RMB 116,623,000, compared to a loss of RMB 75,802,000 in the first half of 2024, indicating a 53.9% increase in losses[11]. - Non-HKFRS adjusted loss for the period was RMB 115,274,000, up from RMB 75,689,000 in the same period last year, reflecting a 52.4% increase[13]. - Total comprehensive income for the period was RMB (195,373,000), significantly lower than RMB (15,351,000) in the first half of 2024[11]. - Other income decreased to approximately RMB 26.3 million for the six months ended June 30, 2025, down from RMB 44.5 million in 2024, mainly due to the absence of a one-off government subsidy of RMB 5.1 million received in the prior period[165]. - The total comprehensive loss for the period was RMB 195.4 million, compared to RMB 15.4 million in the previous year, reflecting the impact of foreign exchange translation differences[154]. - The company recorded a loss of approximately RMB 116.6 million for the six months ended June 30, 2025, compared to a loss of approximately RMB 75.8 million for the same period in 2024[180]. Research and Development (R&D) - R&D expenses increased to RMB 113,050,000, representing a 25.9% rise from RMB 89,797,000 in the previous year[11]. - R&D expenses were reported at RMB113.1 million, with cash and equivalents totaling RMB1,051.3 million, ensuring strong financial foundations for future growth[26]. - Clinical trial professional service fees accounted for RMB57.8 million in R&D expenses for the six months ended June 30, 2025, up from RMB31.2 million in 2024[172]. - The increase in R&D expenses was primarily driven by the commencement of Phase I and II clinical trials for BRIMOCHOL™ PF and CARBACHOL™ PF[170]. - The R&D team consists of approximately 70 specialists, supporting the company's focus on rapid product development[95]. - The R&D pipeline has made significant progress, with three core assets—Atropine Sulphate Eye Drops (0.01% and 0.02%), CsA Ophthalmic Gel, and Bevacizumab Intravitreal Injection—advancing to the NDA stage[137]. Product Development and Regulatory Approvals - The company achieved critical milestones with three core drug candidates now at the New Drug Application (NDA) stage, highlighting its commitment to innovation[15]. - Three core drug candidates are currently in the New Drug Application (NDA) stage, with significant regulatory breakthroughs achieved for Atropine Sulphate Eye Drops (NVK002) in January and July 2025[17]. - The re-NDA for CsA Ophthalmic Gel was accepted by the NMPA in May 2025, and the BLA for Bevacizumab Intravitreal Injection (TAB014) was accepted in June 2025[21]. - The FDA approved the IND application for CsA Ophthalmic Gel in June 2025, allowing the start of a Phase III trial in the U.S.[22]. - The U.S. FDA accepted the NDA for BRIMOCHOL™ PF for the treatment of presbyopia in June 2025[76]. - The company is preparing for the commercialization of key products, including Atropine Sulphate Eye Drops, Cyclosporine A Ophthalmic Gel, and Bevacizumab Intravitreal Injection, set to launch next year[111]. Market Expansion and Strategic Partnerships - The global capital environment showed steady improvement in the first half of 2025, validating the company's strategic priorities and growth trajectory[15]. - The company formed strategic alliances with several pharmaceutical partners, including a distribution agreement with AFT Pharmaceuticals in January and a partnership with Interpharma in April 2025[24]. - The company expanded into Indonesia through a distribution partnership with PT Ferron Par Pharmaceuticals in July 2025[25]. - A significant partnership was formed in June 2025 with Jamjoom Pharmaceuticals to market CsA Ophthalmic Gel in Saudi Arabia, UAE, Bahrain, Kuwait, Oman, and Qatar[120]. - Zhaoke Ophthalmology has established strategic partnerships with Somerset Therapeutics LLC and FAREVA Group to enhance its manufacturing capabilities[54]. - The company is strategically expanding into new markets including Australia, New Zealand, Thailand, the Middle East, and Indonesia through partnerships with local pharmaceutical companies[51]. Financial Position and Liquidity - As of June 30, 2025, total current assets were approximately RMB 1,475.0 million, a decrease from RMB 1,614.9 million as of December 31, 2024[188]. - Current liabilities amounted to approximately RMB 335.1 million, including bank borrowings of approximately RMB 247.6 million[190]. - The current ratio decreased to 4.4 as of June 30, 2025, compared to 5.2 as of December 31, 2024[198]. - The company primarily funded its working capital requirements through net proceeds from the Global Offering during the reporting period[189]. - The company maintains a conservative treasury policy, centralizing cash management to minimize funding costs[192]. - The company closely monitors cash usage and strives to maintain healthy liquidity for operations[189]. Commitment to Social Responsibility - Zhaoke is committed to sustainability and social responsibility, organizing health seminars to raise awareness about eye health conditions[135]. - The company publishes an annual ESG report to share progress and priorities with stakeholders, reflecting its commitment to transparency and compliance[136].

目 錄 | 公司資料 | 2 | | --- | --- | | 簡明綜合損益表 | 3 | | 簡明綜合全面收益表 | 4 | | 簡明綜合財務狀況表 | 5 | | 簡明綜合權益變動表 | 7 | | 簡明綜合現金流量表 | 8 | | 簡明綜合財務報表附註 | 10 | | 管理層討論及分析 | 28 | | 其他資料 | 38 | 公司資料 董事會 執行董事 徐蔭堂 （主席兼董事總經理） 麥志華 非執行董事 徐浩銓 張軍 獨立非執行董事 高國輝 黃德銳 林瑩如 審核委員會 高國輝 （主席） 黃德銳 林瑩如 薪酬委員會 高國輝 （主席） 徐蔭堂 黃德銳 提名委員會 高國輝 （主席） 徐蔭堂 林瑩如 公司秘書 霍碧儀 核數師 安永會計師事務所 執業會計師 註冊公眾利益實體核數師 香港鰂魚涌英皇道979號太古坊一座27樓 股份過戶登記處 香港 註冊辦事處 Clarendon House, 2 Church Street Hamilton HM 11, Bermuda 主要辦事處 卓佳證券登記有限公司 香港夏愨道16號 遠東金融中心17樓 百慕達 Conyers Corporate Services (Ber ...

Industry Transformation and Opportunities - The intralogistics equipment industry in China is experiencing significant transformation and upgrading, driven by policy benefits and technological advancements[14]. - In the first half of 2025, the industry faced both opportunities and challenges, particularly in reducing social logistics costs and improving resource utilization efficiency[15]. - The Chinese government aims to establish approximately 150 national logistics hubs by 2025, targeting a reduction of the total social logistics costs to GDP ratio to around 12%[16]. - As of June 23, 2025, 30 national logistics hubs, including Wuhan, were officially included in the construction list, enhancing the national logistics hub network[17]. - Continuous innovation in technologies is expected to inject new momentum into the sustainable development of enterprises within the industry[15]. - The overall market demand is supported by favorable national policies, providing a solid foundation for industry development[15]. Technological Advancements - The integration of new-generation information technology, such as AI and IoT, is driving significant transformation in the intralogistics equipment industry[20]. - New technologies such as IoT and AI are enabling logistics systems to achieve automation and independent decision-making, significantly enhancing operational efficiency[29]. - The Company aims to enhance operational efficiency through the integration of IoT and big data technologies into core businesses, focusing on developing intelligent operation management platforms[53]. Company Performance and Growth - The company achieved a net profit growth rate of 19.2% in the first half of 2025, indicating strong development momentum[37]. - The maintenance and repair business segment experienced a revenue growth of 43% and maintained a gross profit margin of over 40%[41]. - The Group's total revenue for the six months ended June 30, 2025, was RMB 856,233,000, representing a year-on-year increase of 17.6% from RMB 728,046,000 in the same period of 2024[63]. - Profit for the period increased by 19.2% from approximately RMB 42.2 million to approximately RMB 50.3 million[81]. - The Group's net profit increased by 19.2% from approximately RMB 42.2 million for the six months ended June 30, 2024, to approximately RMB 50.3 million for the six months ended June 30, 2025[85]. Service and Operational Strategies - Enterprises are increasingly adopting customized intelligent integrated solutions to enhance operational efficiency and competitiveness[22]. - A three-tier service system has been established, significantly improving customer response speed and maintaining high customer satisfaction and renewal rates[46]. - The company focuses on innovative intralogistics equipment subscription services, providing comprehensive lifecycle solutions including maintenance and disposal[35]. - Strategic partnerships have been formed to enhance operational coordination and expand product application scenarios, focusing on both upstream suppliers and downstream clients[47]. Financial Overview - Revenue from intralogistics equipment subscription services was RMB 438,807,000, accounting for 51.2% of total revenue, with a year-on-year growth of 15.6%[64]. - Maintenance and repair services generated RMB 122,368,000, which is 14.3% of total revenue, showing a significant year-on-year increase of 43.0%[64]. - Gross profit increased by 20.1% from approximately RMB 219.6 million to approximately RMB 263.8 million, with the gross profit margin rising from 30.2% to 30.8%[70]. - Selling and distribution expenses increased by 21.9% to approximately RMB 55.9 million, primarily due to rising rental fees and staff expenses[71]. - Administrative expenses rose by 22.6% to approximately RMB 106.2 million, driven by increased headcount from business expansion and the integration of Nichiyu (Shanghai)[72]. Employee and Corporate Governance - The Group employed 2,098 full-time employees as of June 30, 2025, compared to 1,800 as of June 30, 2024[107]. - The Group is committed to providing equal employment opportunities and maintaining employee diversity[107]. - The company is committed to high standards of corporate governance and has complied with all principles and applicable code provisions under the CG Code during the reporting period[157]. - The company will review corporate governance policies and compliance with the CG Code each financial year[158]. Future Strategies and Market Expansion - Future strategies include expanding into emerging markets such as Southeast Asia and the Middle East, leveraging localized operations and differentiated product strategies[58]. - The company plans to expand into new equipment categories, including cleaning equipment, with a focus on intelligent industrial cleaning robots and high-pressure cleaning equipment[42]. - The company plans to enhance service capabilities and expand intralogistics equipment categories, with an expected utilization of 45% of GO Net Proceeds by the end of 2025[168]. Risk Management and Compliance - The introduction of a risk early warning mechanism based on big data has been emphasized in new regulations for special equipment management[24]. - There are no material litigations or claims pending or threatened against the group during the reporting period[161]. - The accounting policies adopted for the interim financial information are consistent with those used in the annual financial statements for the year ended December 31, 2024[195].

[Chairman's Statement](index=3&type=section&id=Chairman's%20Statement) Kunlun Energy's Chairman's Statement outlines H1 2025 operating performance, strategic progress, and future outlook, highlighting revenue growth, core business development, and breakthroughs in strategic, digital, and multi-energy integration projects [Overall Performance Highlights (H1 2025)](index=3&type=section&id=1.1%20Overall%20Performance%20Highlights%20(H1%202025)) In H1 2025, revenue grew 4.97% to RMB 97.543 billion, but profit attributable to shareholders decreased 4.36% to RMB 3.161 billion, with increases in natural gas retail, LPG sales, LNG processing, and crude oil sales H1 2025 Key Financial and Operating Indicators | Indicator | Amount/Quantity | Y-o-Y Change | | :--- | :--- | :--- | | Revenue | RMB 97.543 billion | Increase 4.97% | | Profit Attributable to Shareholders | RMB 3.161 billion | Decrease 4.36% | | Natural Gas Retail Volume | 16.666 billion cubic meters | Increase 2.23% | | LPG Sales Volume | 3.0684 million tons | Increase 4.87% | | LNG Self-produced, Processed, and Vaporized/Loaded Volume | 9.651 billion cubic meters | Increase 1.13% | | E&P Crude Oil Sales Volume | 4.12 million barrels | Increase 1.98% | [Business Review](index=4&type=section&id=1.2%20Business%20Review) H1 2025 saw the company navigate a complex global gas market and domestic consumption pressure, achieving stable operations and resilient profitability through optimized resource allocation, market penetration, and seizing growth opportunities, while advancing core businesses, strategic digital projects, multi-energy integration, and improving ESG performance - In H1 2025, the global gas trade landscape underwent profound adjustments, with prices in the three major international markets rising year-on-year, while domestic natural gas supply and demand remained loose, apparent consumption slightly decreased, and terminal market competition intensified[15](index=15&type=chunk)[18](index=18&type=chunk) - The company directly addressed challenges, focusing on expanding scale, increasing users, optimizing structure, and controlling costs, while advancing modern marketing and corporate governance, optimizing resource allocation, deepening existing markets, and seizing incremental opportunities, achieving stable and controlled operations, steady business performance, and strong profit resilience[16](index=16&type=chunk)[18](index=18&type=chunk) [Core Business Development](index=5&type=section&id=1.2.1%20Core%20Business%20Development) The company focused on urban gas, exceeding **16.853 million households**, with natural gas sales up 10.05%, LNG loading volume up 75.5% and record pre-tax profit, and optimized LPG sales with industrial direct supply up 8.9% - Total users in the urban gas core business exceeded **16.853 million households**, with natural gas sales totaling **29.095 billion cubic meters**, a **10.05% year-on-year increase**, solidifying its industry-leading position[19](index=19&type=chunk)[21](index=21&type=chunk) - LNG loading volume increased by **75.5% year-on-year**, the overall maintenance cycle for LNG plants shortened by **25%**, and pre-tax profit from plants reached **RMB 140 million**, marking the best performance for the same period in history[19](index=19&type=chunk)[21](index=21&type=chunk) - LPG sales structure continued to optimize, with industrial direct supply sales increasing by **8.9% year-on-year**[19](index=19&type=chunk)[21](index=21&type=chunk) H1 2025 Key Financial Indicators | Indicator | Amount (RMB) | | :--- | :--- | | Total Revenue | 97.54 billion | | Net Profit Attributable to Parent | 3.16 billion | | Free Cash Flow | 3.06 billion | [Strategic and Digital Projects](index=5&type=section&id=1.2.2%20Strategic%20and%20Digital%20Projects) Significant progress was made in key infrastructure, including innovative construction at Fujian LNG terminal, Donggang undersea tunnel completion, and over 50% progress on Jiangsu LNG terminal's third-phase pier, alongside steady digital transformation with Kunlun ERP launch, AI video surveillance, and 18% growth in online value-added services - Fujian LNG terminal pioneered domestic LNG wall construction, and the Donggang undersea tunnel was fully opened; the controlling project for Jiangsu LNG terminal's third-phase pier is over halfway complete, expected to add **6.25 million tons/year** of receiving capacity by 2029[20](index=20&type=chunk)[22](index=22&type=chunk) - Dongjiakou LPG storage facility commenced operations, and the preliminary design for Jiangsu Yancheng LPG import terminal and storage project received approval[20](index=20&type=chunk)[22](index=22&type=chunk) - Kunlun ERP system launched, with information enhancement projects like production operation platforms and smart IoT underway; AI video surveillance was fully implemented in high-risk areas, significantly improving safety through technology[20](index=20&type=chunk)[22](index=22&type=chunk) - Kunlun Huixiang+ integrated into the Yunmengze platform, with online sales of value-added services increasing by **18% year-on-year**[20](index=20&type=chunk)[22](index=22&type=chunk) [Multi-energy Integration and Emerging Sectors](index=6&type=section&id=1.2.3%20Multi-energy%20Integration%20and%20Emerging%20Sectors) The company achieved breakthroughs in multi-energy integration, securing **25,000 kW** of clean energy quotas, adding **185,000 kW** in gas-fired power, reaching **11.091 million kW** total installed capacity, successfully grid-connecting two pressure differential power projects, completing 88 distributed PV projects, registering its first controlled integrated energy demonstration project, and accelerating marine LNG bunkering with **108% growth** - Secured **25,000 kW** of clean energy quotas, participated in and commissioned **16** natural gas power generation projects, adding **185,000 kW** in gas-fired power, bringing total installed capacity to **11.091 million kW**[23](index=23&type=chunk)[25](index=25&type=chunk) - Two pressure differential power generation projects successfully connected to the grid as the first batch of demonstration zero-carbon stations[23](index=23&type=chunk)[25](index=25&type=chunk) - A total of **88** distributed photovoltaic projects were completed, with an installed capacity of **16,000 kW** and power generation of **8.771 million kWh**[23](index=23&type=chunk)[25](index=25&type=chunk) - The first controlled integrated energy demonstration project, Chongqing Tongliang Distributed Energy Project, completed business registration, with **10** integrated energy projects commissioned and operating[23](index=23&type=chunk)[25](index=25&type=chunk) - Marine LNG bunkering business accelerated, achieving normalized bonded services in Shenzhen, Zhoushan, and Hong Kong, with bunkering volume increasing by **108% year-on-year**[23](index=23&type=chunk)[25](index=25&type=chunk) [ESG and Corporate Governance](index=6&type=section&id=1.2.4%20ESG%20and%20Corporate%20Governance) The company deeply integrated ESG into corporate governance, enhancing compliance and market-oriented mechanisms, earning an "Excellent" rating in SASAC's "Double Hundred Action" reform, significantly improving ESG performance with MSCI A-rating and Wind AA-rating, and innovating biodiversity protection with projects selected as national exemplary cases - Deepened the rule of law in enterprise management and compliance enhancement, with increasingly完善 market-oriented operating and incentive mechanisms, earning an 'Excellent' rating in SASAC's 'Double Hundred Action' deepening reform assessment[24](index=24&type=chunk)[26](index=26&type=chunk) - ESG performance significantly improved, with MSCI (Morgan Stanley Capital International) rating upgraded to **A** and Wind rating raised to **AA**[24](index=24&type=chunk)[26](index=26&type=chunk) - Innovatively promoted biodiversity protection, with Hainan 'Wenfeng Luyuan' self-contributed biodiversity conservation area selected as an excellent enterprise ESG case by the Ministry of Ecology and Environment[24](index=24&type=chunk)[26](index=26&type=chunk) [Dividend Policy](index=7&type=section&id=1.3%20Dividend%20Policy) The company maintains its commitment to long-term shareholder value through a stable dividend policy, with the Board declaring an interim dividend of **RMB 16.60 fen per share**, a **1.16% year-on-year increase**, and a payout ratio of **45.47%** H1 2025 Interim Dividend | Indicator | Amount | Y-o-Y Change | | :--- | :--- | :--- | | Interim Dividend Per Share | RMB 16.60 fen | Increase 1.16% | | Payout Ratio | 45.47% | - | [Operating Results by Business Segment](index=7&type=section&id=1.4%20Operating%20Results%20by%20Business%20Segment) This section details the H1 2025 operational and financial performance of core business segments, including natural gas sales, LPG sales, LNG processing and terminal, and exploration and production, with varied results across segments [Natural Gas Sales Business](index=7&type=section&id=1.4.1%20Natural%20Gas%20Sales%20Business) The natural gas sales business added **5** urban gas projects, with sales volume up **10.05%** to **29.095 billion cubic meters**, retail volume up **2.23%**, and **398,800** new users; revenue grew **6.06%**, but profit before income tax decreased **10.55%** - Added **5** urban gas projects, distributed across **3** provinces: Inner Mongolia, Shandong, and Guizhou[29](index=29&type=chunk)[34](index=34&type=chunk) Natural Gas Sales Business H1 2025 Performance | Indicator | Amount/Quantity | Y-o-Y Change | | :--- | :--- | :--- | | Natural Gas Sales Volume | 29.095 billion cubic meters | Increase 10.05% | | Retail Gas Volume | 16.666 billion cubic meters | Increase 2.23% | | New Users | 398,800 households | - | | Revenue | RMB 80.078 billion | Increase 6.06% | | Profit Before Income Tax | RMB 4.477 billion | Decrease 10.55% | [LPG Sales Business](index=7&type=section&id=1.4.2%20Sales%20of%20LPG%20Business) LPG sales volume increased **4.87%** to **3.0684 million tons** and revenue grew **1.03%** through optimized resource allocation and "molecular sales" strategy; despite market price declines, reasonable profitability was maintained, but profit before income tax decreased **3.03%** - Optimized resource allocation, promoted 'molecular sales' to precisely match products with user demand, strictly controlled procurement costs, and expanded competitive bidding and online sales[31](index=31&type=chunk)[36](index=36&type=chunk) - Optimized sales structure, vigorously expanded LPG industrial direct supply channels, and added **5** new industrial direct supply users[31](index=31&type=chunk)[36](index=36&type=chunk) LPG Sales Business H1 2025 Performance | Indicator | Amount/Quantity | Y-o-Y Change | | :--- | :--- | :--- | | LPG Sales Volume | 3.0684 million tons | Increase 4.87% | | Revenue | RMB 13.020 billion | Increase 1.03% | | Profit Before Income Tax | RMB 544 million | Decrease 3.03% | [LNG Processing and Terminal Business](index=8&type=section&id=1.4.3%20LNG%20Processing%20and%20Terminal%20Business) LNG processing and terminal business maintained specialized development and lean management, ensuring safe and stable operation of receiving terminals; LNG vaporization and loading volume increased **1.66%**, average load factor rose **1.4 percentage points**, revenue decreased **1.58%**, but profit before income tax grew **11.41%** due to loss-reduction initiatives - Adhered to specialized development, market-oriented operations, lean management, and integrated coordination, continuously enhancing the overall value creation capability of the LNG processing and terminal business[38](index=38&type=chunk)[43](index=43&type=chunk) - Vigorously implemented special actions to address losses at LNG plants, achieving tangible results and further solidifying the profit base[38](index=38&type=chunk)[43](index=43&type=chunk) LNG Processing and Terminal Business H1 2025 Performance | Indicator | Amount/Quantity | Y-o-Y Change | | :--- | :--- | :--- | | LNG Vaporization and Loading Volume | 7.899 billion cubic meters | Increase 1.66% | | Average Terminal Load Factor | Up 1.4 percentage points | - | | Self-produced and Sold | 417 million cubic meters | Decrease 10.52% | | Toll Processing Volume | 1.335 billion cubic meters | Increase 2.14% | | Revenue | RMB 4.371 billion | Decrease 1.58% | | Profit Before Income Tax | RMB 1.836 billion | Increase 11.41% | [Exploration and Production Business](index=8&type=section&id=1.4.4%20Exploration%20and%20Production%20Business) E&P crude oil sales volume increased **1.98%** to **4.12 million barrels**; however, due to falling international crude oil prices, average selling prices declined, leading to a **15.91%** decrease in crude oil sales revenue and a **64.94%** drop in profit before income tax - Affected by falling international crude oil prices, the average realized crude oil selling price decreased from **USD 67.77/barrel** last year to **USD 62.88/barrel**[41](index=41&type=chunk)[45](index=45&type=chunk) Exploration and Production Business H1 2025 Performance | Indicator | Amount/Quantity | Y-o-Y Change | | :--- | :--- | :--- | | Crude Oil Sales Volume | 4.12 million barrels | Increase 1.98% | | Crude Oil Sales Revenue | RMB 74 million | Decrease 15.91% | | Profit Before Income Tax | RMB 61 million | Decrease 64.94% | [Business Outlook](index=9&type=section&id=1.5%20Business%20Outlook) The company anticipates slow global natural gas demand growth in H2 2025, with accelerated domestic economic restructuring and green transition, emphasizing natural gas's bridging role; confident in full-year performance, it will leverage policy opportunities, address uncertainties strategically, and during the "15th Five-Year Plan" period, drive stable terminal gas business, enhance digital safety operations, and build an integrated energy supply ecosystem - Global natural gas market demand is expected to grow slowly in H2 2025, with accelerated domestic economic restructuring, industrial upgrading, and green and low-carbon transition, continuously highlighting natural gas's bridging and supporting role[46](index=46&type=chunk)[48](index=48&type=chunk) - The company will anchor its five major development strategies of 'innovation, green, market, capital, and low cost,' strengthening management, driving innovation, accelerating transformation, and continuing the development momentum towards a greener industry, safer operations, finer management, and more efficient governance[47](index=47&type=chunk)[49](index=49&type=chunk)[58](index=58&type=chunk) - During the '15th Five-Year Plan' period, the company will continue to promote stable development of terminal gas business, enhance digital safety operation levels and value creation capabilities, optimize business layout, accelerate the construction of an integrated gas-power-cooling-heating energy supply 'ecosystem,' cultivate and strengthen new productive forces, and actively build a green integrated energy supply system[47](index=47&type=chunk)[49](index=49&type=chunk) [Key Focus Areas for H2 2025](index=10&type=section&id=1.5.1%20Key%20Focus%20Areas%20for%20H2%202025)) In H2 2025, the company will focus on five key areas: optimizing and expanding urban gas, enhancing LNG value chain, improving LPG resource value, accelerating green and low-carbon transition, and deepening reform and innovation to boost vitality, aiming for greater efficiency, profitability, growth, and an intelligent ecosystem - Optimize and expand urban gas business, striving for **10** new projects to be commissioned and consolidated within the year, increasing the controlling stake in high-quality projects, and enhancing net profit attributable to the parent company[50](index=50&type=chunk)[53](index=53&type=chunk) - Enhance LNG value chain creation capabilities, maintain high-load operation of LNG receiving terminals, optimize inspection and maintenance mechanisms, expand liquid sales in vehicle and marine transportation, and innovate marine bunkering business models in the Guangdong-Hong Kong-Macao Greater Bay Area[51](index=51&type=chunk)[53](index=53&type=chunk) - Improve LPG resource value creation capabilities, intensify market segmentation, achieve secondary value creation in residential terminals, expand incremental and efficient import resources, and accelerate the commencement of construction for Jiangsu Yancheng LPG import terminal and storage facility[52](index=52&type=chunk)[53](index=53&type=chunk) - Accelerate green and low-carbon transformation and upgrading, promote the development of emerging industries, create a 'second growth curve,' push for **2** gas-fired power projects to be commissioned within the year, raise the proportion of zero-carbon stations to **15%**, and deepen the 'natural gas + green electricity' sales cooperation model[54](index=54&type=chunk)[56](index=56&type=chunk) - Deepen reform and innovation to stimulate vitality, improve corporate governance, meticulously cultivate 'Double Hundred Reforms,' strengthen cost and expense control, strictly control capital expenditures, accelerate the promotion of Kunlun ERP and Yunmengze smart platform, drive AI large model applications, and research and formulate a new three-year dividend distribution plan for 2026-2028[55](index=55&type=chunk)[57](index=57&type=chunk) [Acknowledgement](index=12&type=section&id=1.6%20Acknowledgement) The Chairman, on behalf of the Board, extended sincere gratitude to all employees, customers, and shareholders for their dedication, efforts, understanding, support, companionship, and trust - The Board sincerely thanks all employees for their dedication and hard work, customers for their understanding and support, and shareholders for their companionship and trust[59](index=59&type=chunk)[60](index=60&type=chunk) [Management Discussion and Analysis](index=13&type=section&id=Management%20Discussion%20and%20Analysis) Management Discussion and Analysis reviews H1 2025 financial and operational performance, emphasizing adherence to strategic goals, natural gas sales-driven revenue growth, cost control, liquidity, capital resources, corporate governance, and shareholder matters, including interim dividend declaration [Overall Performance Summary](index=13&type=section&id=2.1%20Overall%20Performance%20Summary) In H1 2025, the company adhered to its five major development strategies of "innovation, green, market, capital, and low cost," achieving stable operations and strong profit resilience through enhanced marketing, modern governance, optimized resource allocation, and seizing growth opportunities - The company consistently adhered to its five major development strategies of 'innovation, green, market, capital, and low cost,' deeply advancing modern marketing and corporate governance, actively optimizing resource allocation, cultivating existing markets, seizing incremental opportunities, ensuring stable and controlled operations, and maintaining strong profit resilience[62](index=62&type=chunk)[67](index=67&type=chunk) [Financial Performance Review](index=13&type=section&id=2.2%20Financial%20Performance%20Review) In H1 2025, revenue grew **4.97%** due to increased natural gas sales, while net other income decreased due to government subsidy project progress; procurement, services, and other expenses rose with natural gas purchases, employee compensation costs fell due to reduced headcount, depreciation and amortization saw reasonable growth, other SG&A expenses decreased due to strict cost control, interest expenses significantly declined, and share of profit from associates decreased due to falling international crude oil prices H1 2025 Key Financial Data Changes | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | Y-o-Y Change (%) | Primary Reason | | :--- | :--- | :--- | :--- | :--- | | Revenue | 97,543 | 92,922 | 4.97% | Increase in natural gas sales volume | | Other gains, net | 381 | 746 | -48.93% | Impact of government subsidy project progress | | Purchases, services and others | 84,778 | 79,752 | 6.30% | 10% increase in natural gas purchase volume | | Employee compensation costs | 2,850 | 3,169 | -10.07% | Decrease in headcount and personnel transfer | | Depreciation, depletion and amortization | 2,800 | 2,754 | 1.67% | Maintained reasonable growth | | Other selling, general and administrative expenses | 1,121 | 1,230 | -8.86% | Strict expense control, optimized organizational structure | | Interest expenses | 323 | 411 | -21.41% | - | | Share of profit less loss of associates | 294 | 335 | -12.24% | Decrease in international crude oil prices | [Liquidity and Capital Resources](index=14&type=section&id=2.3%20Liquidity%20and%20Capital%20Resources) As of June 30, 2025, total assets slightly decreased **1.79%** to **RMB 140,825 million**; the gearing ratio significantly improved, falling **3.14 percentage points** to **18.32%**, reflecting reduced interest-bearing borrowings and lease liabilities; total borrowings were **RMB 19,670 million**, with a substantial portion due within one year, exposing the Group to foreign currency exchange risk Assets and Liabilities as of H1 2025 End | Indicator | June 30, 2025 (RMB million) | December 31, 2024 (RMB million) | Change (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | **Assets** | | | | | | Non-current assets | 84,376 | 86,153 | -1,777 | -2.06% | | Current assets | 56,449 | 57,237 | -788 | -1.38% | | **Total assets** | **140,825** | **143,390** | **-2,565** | **-1.79%** | | **Equity** | | | | | | Share capital and reserves attributable to shareholders of the Company | 66,988 | 65,149 | 1,839 | 2.82% | | Non-controlling interests | 24,080 | 23,686 | 394 | 1.66% | | **Total equity** | **91,068** | **88,835** | **2,233** | **2.51%** | | **Liabilities** | | | | | | Current liabilities | 29,800 | 35,676 | -5,876 | -16.47% | | Non-current liabilities | 19,957 | 18,879 | 1,078 | 5.71% | | **Total liabilities** | **49,757** | **54,555** | **-4,798** | **-8.79%** | | Net current assets | 26,649 | 21,561 | 5,088 | 23.60% | Borrowing Repayment Schedule as of June 30, 2025 | Repayment Period | Amount (RMB million) | | :--- | :--- | | Within one year | 4,243 | | One to two years | 3,089 | | Two to five years | 6,538 | | Over five years | 5,800 | | **Total** | **19,670** | - The Group is exposed to exchange rate risk arising from foreign currency borrowings, facing exchange gains/losses when RMB appreciates/depreciates against other currencies[86](index=86&type=chunk)[89](index=89&type=chunk) [Pledge of Assets](index=15&type=section&id=2.4%20Pledge%20of%20Assets) As of June 30, 2025, **RMB 1,607 million** in borrowings were primarily secured by natural gas tariff rights, and **RMB 693 million** of property, plant, equipment, and land use rights were pledged to banks for **RMB 247 million** in loan facilities - Borrowings of **RMB 1,607 million** were primarily secured by natural gas tariff rights[87](index=87&type=chunk)[90](index=90&type=chunk) - Certain property, plant, equipment, and land use rights totaling **RMB 693 million** were pledged to banks for loan facilities of **RMB 247 million** granted to the Group[87](index=87&type=chunk)[90](index=90&type=chunk) [Material Acquisitions and Disposals](index=15&type=section&id=2.5%20Material%20Acquisitions%20and%20Disposals) The Group did not undertake any material acquisitions or disposals during the reporting period - The Group had no material acquisitions or disposals during the period[88](index=88&type=chunk)[91](index=91&type=chunk) [Material Investments](index=16&type=section&id=2.6%20Material%20Investments) The Group's material investments are primarily in associates and joint ventures, with no single associate or joint venture significantly impacting the Group's performance or net assets - The Group's material investments are in its associates and joint ventures[92](index=92&type=chunk)[98](index=98&type=chunk) - No single material associate or joint venture significantly impacted the Group's performance and/or net assets[92](index=92&type=chunk)[98](index=98&type=chunk) [Employees](index=16&type=section&id=2.7%20Employees) As of June 30, 2025, the Group had **23,924** employees globally, a slight decrease from the prior year, with remuneration and benefits determined by market conditions, industry practice, and individual roles, performance, qualifications, and experience Number of Employees | Date | Number of Employees | Period-on-Period Change | | :--- | :--- | :--- | | June 30, 2025 | 23,924 | Decrease of 447 employees | | June 30, 2024 | 24,371 | - | - Remuneration and related benefits are determined based on market conditions, industry practice, and individual employees' duties, performance, qualifications, and experience[93](index=93&type=chunk)[99](index=99&type=chunk) [Contingent Liabilities](index=16&type=section&id=2.8%20Contingent%20Liabilities) The Group is a defendant in certain lawsuits, but management believes any resulting liabilities will not materially adversely affect the Group's financial position or performance - The Group is a defendant in certain cases and a designated party in other litigations[94](index=94&type=chunk)[100](index=100&type=chunk) - Management believes that any liabilities arising therefrom will not have a material adverse effect on the Group's financial position or financial performance[94](index=94&type=chunk)[100](index=100&type=chunk) [Events After the Period](index=16&type=section&id=2.9%20Events%20After%20the%20Period) As of the date of this interim report, the Group had no material events after the reporting period - As of the date of this interim report, the Group had no material events after the period[95](index=95&type=chunk)[101](index=101&type=chunk) [Interim Dividend](index=16&type=section&id=2.10%20Interim%20Dividend) The Board declared an interim dividend of **RMB 16.60 fen** (or **HKD 17.91 cents**) per share for 2025, totaling approximately **RMB 1,437 million**, with shareholders having the option to receive dividends in RMB or HKD H1 2025 Interim Dividend Details | Indicator | Amount | H1 2024 | | :--- | :--- | :--- | | Interim Dividend Per Share (RMB) | 16.60 fen | 16.41 fen | | Interim Dividend Per Share (HKD) | 17.91 HK cents | - | | Total Dividend (RMB) | 1,437 million | 1,421 million | | Payment Date | October 23, 2025 | - | - Shareholders have the option to receive the 2025 interim dividend in RMB or HKD[97](index=97&type=chunk)[103](index=103&type=chunk)[104](index=104&type=chunk)[109](index=109&type=chunk) [Closure of Shareholders Register](index=18&type=section&id=2.11%20Closure%20of%20Shareholders%20Register) To determine eligibility for the 2025 interim dividend, the share register will be closed from September 4 to September 5, 2025, with all transfer documents required by 4:30 p.m. on September 3, 2025 Details of Share Register Closure | Item | Date/Time | | :--- | :--- | | Latest time for lodging share transfer documents for registration | 4:30 p.m. on Wednesday, September 3, 2025 | | Closure of Register of Members | From Thursday, September 4, 2025 to Friday, September 5, 2025 (both days inclusive) | | Record Date | Friday, September 5, 2025 | [Changes in Directors' Information](index=18&type=section&id=2.12%20Changes%20in%20Directors'%20Information) Dr. Liu Xiaofeng retired as an independent non-executive director on May 29, 2025, the same day Mr. Guo Zhicheng was appointed, who also resigned from other independent non-executive directorships in May and June 2025 - Dr. Liu Xiaofeng retired as an independent non-executive director effective May 29, 2025[112](index=112&type=chunk)[115](index=115&type=chunk) - Mr. Guo Zhicheng was appointed as an independent non-executive director effective May 29, 2025[113](index=113&type=chunk)[115](index=115&type=chunk) - Mr. Guo Zhicheng resigned as an independent non-executive director of Fantasia Holdings Group Co., Limited effective May 22, 2025, and as an independent non-executive director of Datang Xishi Silk Road Investment Holdings Co., Limited effective June 6, 2025[113](index=113&type=chunk)[115](index=115&type=chunk) [Purchase, Sale or Redemption of Shares](index=19&type=section&id=2.13%20Purchase,%20Sale%20or%20Redemption%20of%20Shares) Neither the company nor its subsidiaries purchased, sold, or redeemed any company shares during the reporting period, and as of June 30, 2025, the company held no treasury shares - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's shares during the period[116](index=116&type=chunk)[121](index=121&type=chunk) - As of June 30, 2025, the Company held no treasury shares[116](index=116&type=chunk)[121](index=121&type=chunk) [Corporate Governance](index=19&type=section&id=2.14%20Corporate%20Governance) The company is committed to maintaining strict corporate governance practices and has complied with all code provisions of the Corporate Governance Code, with the exception of Non-executive Director Ms. Lü Jing's absence from the Annual General Meeting on May 29, 2025, due to other engagements - The Company is committed to maintaining stringent corporate governance practices and procedures, aiming to enhance investor confidence and the Company's accountability and transparency[117](index=117&type=chunk)[122](index=122&type=chunk) - The Company has complied with all code provisions of the Corporate Governance Code, except that Non-executive Director Ms. Lü Jing was unable to attend the Annual General Meeting held on May 29, 2025, due to other engagements[117](index=117&type=chunk)[118](index=118&type=chunk)[122](index=122&type=chunk)[123](index=123&type=chunk) [Review of Interim Financial Report](index=19&type=section&id=2.15%20Review%20of%20Interim%20Financial%20Report) The Company's Audit Committee reviewed the Group's unaudited consolidated interim financial report without objection, and KPMG also conducted a review in accordance with Hong Kong Standard on Review Engagements 2410, issuing an unmodified review report - The Company's Audit Committee has reviewed the Group's unaudited consolidated interim financial report for the period and raised no objections[119](index=119&type=chunk)[124](index=124&type=chunk) - KPMG has reviewed the Group's unaudited consolidated interim financial report for the period in accordance with Hong Kong Standard on Review Engagements 2410 and issued an unmodified review report[120](index=120&type=chunk)[124](index=124&type=chunk) [Model Code for Securities Transactions by Directors](index=20&type=section&id=2.16%20Model%20Code%20for%20Securities%20Transactions%20by%20Directors) The company adopted written guidelines for directors' securities transactions no less exacting than the Model Code in Appendix C3 of the Listing Rules, and all directors confirmed compliance during the reporting period - The Company has adopted written guidelines for directors' securities transactions with terms no less exacting than the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules[125](index=125&type=chunk)[130](index=130&type=chunk) - Following specific enquiries with all Directors, the Directors have confirmed that they have complied with the Model Code throughout the period[125](index=125&type=chunk)[130](index=130&type=chunk) [Directors' Interests in Contracts](index=20&type=section&id=2.17%20Directors'%20Interests%20in%20Contracts) Neither the company, its subsidiaries, fellow group subsidiaries, nor its holding company entered into any contracts significant to the Group's business in which a director had a material direct or indirect interest, either during or at the end of the reporting period - Neither the Company, any of its subsidiaries, fellow group subsidiaries, nor its holding company entered into any contracts significant to the Group's business in which a Director of the Company had a material direct or indirect interest, either at the end of or at any time during the period[126](index=126&type=chunk)[131](index=131&type=chunk) [Directors' Interests in Shares](index=20&type=section&id=2.18%20Directors'%20Interests%20in%20Shares) As of June 30, 2025, no directors or chief executives of the company held any interests or short positions in the company's shares, underlying shares, or debentures requiring disclosure under Part XV of the Securities and Futures Ordinance or the Listing Rules' Model Code - As of June 30, 2025, none of the Company's directors or chief executives had any interests or short positions in the shares, underlying shares, or debentures of the Company or any of its associated corporations that were required to be disclosed under Divisions 7 and 8 of Part XV of the Securities and Futures Ordinance or the Model Code set out in the Listing Rules[127](index=127&type=chunk)[132](index=132&type=chunk) [Share Options](index=21&type=section&id=2.19%20Share%20Options) No unexercised share options were granted to the company's directors and employees during the reporting period - During the period, no unexercised share options were granted to the Company's directors and employees[134](index=134&type=chunk)[136](index=136&type=chunk) [Substantial Shareholders' Interest in Shares](index=21&type=section&id=2.20%20Substantial%20Shareholders'%20Interest%20in%20Shares) As of June 30, 2025, the register of substantial shareholders showed PetroChina Hong Kong Ltd. (indirectly owned by CNPC) held **54.38%** of the company's issued share capital, with CNPC also having deemed interests through other subsidiaries, totaling **56.05%** Substantial Shareholders' Shareholding (June 30, 2025) | Name | Direct Interest (Shares) | Indirect Interest (Shares) | Percentage of Issued Shares | | :--- | :--- | :--- | :--- | | PetroChina Hong Kong Ltd. | 4,708,302,133 (L) | – | 54.38% | | PetroChina Company Limited | – | 4,708,302,133 (L) | 54.38% | | Fairy King Investments Ltd. | 144,784,000 (L) | – | 1.67% | | CNPC International Ltd. | – | 144,784,000 (L) | 1.67% | | China National Oil and Gas Exploration and Development Corporation | – | 144,784,000 (L) | 1.67% | | China National Petroleum Corporation (CNPC) | – | 4,853,086,133 (L) | 56.05% | - China National Petroleum Corporation is deemed to have an interest in the **4,708,302,133** shares held by PetroChina Hong Kong and in the **144,784,000** shares held by Fairy King Investments Ltd[139](index=139&type=chunk) [Report on Review of Interim Financial Statement](index=23&type=section&id=Report%20on%20Review%20of%20Interim%20Financial%20Statement) KPMG reviewed Kunlun Energy's unaudited interim financial report for H1 2025, concluding that nothing came to their attention to suggest it was not prepared in all material respects in accordance with Hong Kong Accounting Standard 34 [Introduction](index=23&type=section&id=3.1%20Introduction) KPMG reviewed Kunlun Energy Limited's interim financial report for the six months ended June 30, 2025, prepared by the directors in accordance with HKEX Listing Rules and HKAS 34 "Interim Financial Reporting" - KPMG has reviewed the consolidated interim statement of financial position of Kunlun Energy Company Limited and its subsidiaries as of June 30, 2025, and the consolidated interim statement of comprehensive income, consolidated interim statement of changes in equity, and consolidated interim condensed statement of cash flows for the six-month period then ended[144](index=144&type=chunk)[147](index=147&type=chunk) - The directors are responsible for the preparation and presentation of these interim financial statements in accordance with Hong Kong Accounting Standard 34[144](index=144&type=chunk)[147](index=147&type=chunk) [Scope of Review](index=23&type=section&id=3.2%20Scope%20of%20Review) The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410, with a scope narrower than an audit, thus no audit opinion is expressed - The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Hong Kong Institute of Certified Public Accountants[146](index=146&type=chunk)[148](index=148&type=chunk) - A review is substantially less in scope than an audit conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit; accordingly, we do not express an audit opinion[146](index=146&type=chunk)[148](index=148&type=chunk) [Conclusion](index=24&type=section&id=3.3%20Conclusion) Based on KPMG's review, nothing came to their attention to suggest that the interim financial report as of June 30, 2025, was not prepared in all material respects in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" - Based on our review, nothing has come to our attention that causes us to believe that the interim financial statements as at June 30, 2025 are not prepared, in all material respects, in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting'[150](index=150&type=chunk)[151](index=151&type=chunk) [Unaudited Consolidated Interim Statement Of Comprehensive Income](index=25&type=section&id=Unaudited%20Consolidated%20Interim%20Statement%20Of%20Comprehensive%20Income) The unaudited consolidated interim statement of comprehensive income for the six months ended June 30, 2025, shows profit for the period decreased to **RMB 5,002 million** from **RMB 5,320 million** year-on-year; revenue grew **4.97%** to **RMB 97,543 million**, but profit attributable to company shareholders declined **4.36%** to **RMB 3,161 million** [Key Financial Performance Indicators](index=25&type=section&id=4.1%20Key%20Financial%20Performance%20Indicators) This section presents key financial indicators from the consolidated interim statement of comprehensive income for the six months ended June 30, 2025, including revenue, profit before income tax, profit for the period, and basic and diluted earnings per share, with comparative figures for the prior year Consolidated Interim Statement of Comprehensive Income Summary (Six Months Ended June 30) | Indicator | 2025 (RMB million) | 2024 (RMB million) | Y-o-Y Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 97,543 | 92,922 | 4.97% | | Other gains, net | 381 | 746 | -48.93% | | Profit before income tax expense | 6,737 | 7,249 | -7.06% | | Income tax expense | (1,735) | (1,929) | -9.95% | | Profit for the period | 5,002 | 5,320 | -5.98% | | Profit attributable to shareholders of the Company | 3,161 | 3,305 | -4.36% | | Profit attributable to non-controlling interests | 1,841 | 2,015 | -8.63% | | Total comprehensive income for the period | 4,970 | 5,231 | -5.00% | | Basic and diluted earnings per share (RMB fen) | 36.51 | 38.17 | -4.35% | [Unaudited Consolidated Interim Statement Of Financial Position](index=27&type=section&id=Unaudited%20Consolidated%20Interim%20Statement%20Of%20Financial%20Position) As of June 30, 2025, the Group's total assets slightly decreased to **RMB 140,825 million** from December 31, 2024; total equity increased to **RMB 91,068 million**, while total liabilities decreased to **RMB 49,757 million**, indicating an improved net current asset position [Key Financial Position Indicators](index=27&type=section&id=5.1%20Key%20Financial%20Position%20Indicators) This section presents key financial indicators from the consolidated interim statement of financial position as of June 30, 2025, including non-current assets, current assets, total assets, total equity, current liabilities, non-current liabilities, and total liabilities, with comparative figures for December 31, 2024 Consolidated Interim Statement of Financial Position Summary (As of June 30) | Indicator | June 30, 2025 (RMB million) | December 31, 2024 (RMB million) | Change (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | **Assets** | | | | | | Non-current assets | 84,376 | 86,153 | -1,777 | -2.06% | | Current assets | 56,449 | 57,237 | -788 | -1.38% | | **Total assets** | **140,825** | **143,390** | **-2,565** | **-1.79%** | | **Equity** | | | | | | Share capital and reserves attributable to shareholders of the Company | 66,988 | 65,149 | 1,839 | 2.82% | | Non-controlling interests | 24,080 | 23,686 | 394 | 1.66% | | **Total equity** | **91,068** | **88,835** | **2,233** | **2.51%** | | **Liabilities** | | | | | | Current liabilities | 29,800 | 35,676 | -5,876 | -16.47% | | Non-current liabilities | 19,957 | 18,879 | 1,078 | 5.71% | | **Total liabilities** | **49,757** | **54,555** | **-4,798** | **-8.79%** | | Net current assets | 26,649 | 21,561 | 5,088 | 23.60% | [Unaudited Consolidated Interim Statement Of Changes In Equity](index=29&type=section&id=Unaudited%20Consolidated%20Interim%20Statement%20Of%20Changes%20In%20Equity) The consolidated interim statement of changes in equity shows total equity increased from **RMB 88,835 million** on January 1, 2025, to **RMB 91,068 million** as of June 30, 2025, primarily driven by profit for the period, partially offset by dividends paid to shareholders and non-controlling interests [Equity Movements](index=29&type=section&id=6.1%20Equity%20Movements) This section presents the consolidated interim equity movements for the six months ended June 30, 2025, including opening balance, profit for the period, other comprehensive loss, dividend payments, and other changes, with comparative figures for the prior year Consolidated Interim Statement of Changes in Equity Summary (Six Months Ended June 30) | Indicator | 2025 (RMB million) | 2024 (RMB million) | | :--- | :--- | :--- | | Balance at January 1 (Total equity) | 88,835 | 85,783 | | Profit for the period | 5,002 | 5,320 | | Other comprehensive loss | (32) | (89) | | Total comprehensive income for the period | 4,970 | 5,231 | | Transfer between reserves | – | – | | 2024 final dividend (to shareholders of the Company) | (1,314) | (2,457) | | Dividends paid to non-controlling interests | (1,782) | (2,184) | | Others | 359 | 324 | | **Balance at June 30 (Total equity)** | **91,068** | **86,697** | [Unaudited Consolidated Interim Condensed Statement Of Cash Flows](index=31&type=section&id=Unaudited%20Consolidated%20Interim%20Condensed%20Statement%20Of%20Cash%20Flows) For the six months ended June 30, 2025, net cash from operating activities was **RMB 4,386 million**, a decrease from the prior year; investing activities generated **RMB 3,058 million** net cash inflow, while financing activities resulted in **RMB 5,843 million** net cash outflow, leading to a net increase of **RMB 1,601 million** in cash and cash equivalents [Cash Flow Summary](index=31&type=section&id=7.1%20Cash%20Flow%20Summary) This section presents key indicators from the consolidated interim condensed statement of cash flows for the six months ended June 30, 2025, including net cash from operating, investing, and financing activities, and cash and cash equivalents at period-end Consolidated Interim Condensed Statement of Cash Flows Summary (Six Months Ended June 30) | Activity Type | 2025 (RMB million) | 2024 (RMB million) | | :--- | :--- | :--- | | Net cash generated from operating activities | 4,386 | 5,352 | | Net cash generated from/(used in) investing activities | 3,058 | (873) | | Net cash used in financing activities | (5,843) | (2,395) | | Net increase in cash and cash equivalents | 1,601 | 2,084 | | Cash and cash equivalents at January 1 | 27,827 | 27,353 | | Effect of foreign exchange rate changes | 51 | (15) | | **Cash and cash equivalents at June 30** | **29,479** | **29,422** | [Notes to the Unaudited Interim Financial Statement](index=32&type=section&id=Notes%20to%20the%20Unaudited%20Interim%20Financial%20Statement) This section provides detailed notes to the unaudited interim financial statements, covering company overview, accounting policies, revenue breakdown, expense details, tax information, earnings per share, dividends, asset changes, and related party transactions, offering crucial context and specifics for understanding the Group's financial reporting [General Information](index=32&type=section&id=8.1%20General%20Information) Kunlun Energy Limited is a Bermuda-incorporated, HKEX-listed investment holding company, ultimately controlled by CNPC, a Chinese state-owned enterprise, primarily engaged in natural gas and LPG sales, LNG processing and terminal operations in China, and crude oil and natural gas E&P in Kazakhstan, Oman, and Thailand - Kunlun Energy Company Limited was incorporated in Bermuda as an exempted company, with its shares listed on The Stock Exchange of Hong Kong Limited[164](index=164&type=chunk)[167](index=167&type=chunk) - The ultimate holding company is China National Petroleum Corporation (CNPC), a state-owned enterprise directly controlled by the Chinese government[164](index=164&type=chunk)[167](index=167&type=chunk) - Its principal activities include natural gas sales, LPG sales, LNG processing and terminal operations in the PRC, and crude oil and natural gas exploration and production in Kazakhstan, Oman, and Thailand[166](index=166&type=chunk)[167](index=167&type=chunk) [Basis of Preparation](index=33&type=section&id=8.2%20Basis%20of%20Preparation) This interim financial report is prepared in accordance with HKEX Listing Rules and HKAS 34 "Interim Financial Reporting," consistent with prior accounting policies but adopting new amended standards; management's judgments, estimates, and assumptions impact reported amounts, and this report should be read in conjunction with the 2024 annual financial statements - These interim financial statements have 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[168](index=168&type=chunk)[172](index=172&type=chunk) - Management makes judgments, estimates, and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income, and expenses as of the reporting date for the current year[170](index=170&type=chunk)[172](index=172&type=chunk) [Changes in Accounting Policies](index=34&type=section&id=8.3%20Changes%20in%20Accounting%20Policies) The Group first applied amendments to HKAS 21 ("The Effects of Changes in Foreign Exchange Rates – Lack of Exchangeability") from January 1, 2025, with no material impact on accounting policies or retrospective adjustments, and no other new standards or interpretations not yet effective were applied during the period - The Group has first applied 'The Effects of Changes in Foreign Exchange Rates – Lack of Exchangeability – Amendments to HKAS 21' from January 1, 2025, which did not result in any material impact or retrospective adjustments[174](index=174&type=chunk)[177](index=177&type=chunk) - The Group has not applied any new standards or interpretations that are not yet effective during the current accounting period[175](index=175&type=chunk)[178](index=178&type=chunk) [Revenue](index=34&type=section&id=8.4%20Revenue) The Group's revenue primarily derives from natural gas sales, LPG sales, LNG processing and terminal operations, and crude oil sales, with revenue breakdown from customer contracts disclosed in Note 20 - Revenue primarily refers to income from natural gas sales, LPG sales, LNG processing and terminal operations, and crude oil sales[176](index=176&type=chunk)[179](index=179&type=chunk) [Other Gains, Net](index=35&type=section&id=8.5%20Other%20Gains,%20Net) In H1 2025, net other gains significantly decreased to **RMB 381 million** from **RMB 746 million** in H1 2024, primarily due to reduced government subsidies and increased exchange losses, partially offset by higher rental income Other Gains, Net (Six Months Ended June 30) | Indicator | 2025 (RMB million) | 2024 (RMB million) | | :--- | :--- | :--- | | Net exchange losses | (36) | (65) | | Rental income | 198 | 172 | | Government grants and others | 219 | 639 | | **Total** | **381** | **746** | [Interest Expenses](index=35&type=section&id=8.6%20Interest%20Expenses) In H1 2025, total interest expenses decreased **21.41%** year-on-year to **RMB 323 million**, with the average annual interest rate for capitalized borrowing costs at **3.13%**, down from **3.40%** in the prior year Interest Expenses (Six Months Ended June 30) | Indicator | 2025 (RMB million) | 2024 (RMB million) | | :--- | :--- | :--- | | Total interest expenses | 339 | 426 | | Less: Amount capitalized | (16) | (15) | | **Total interest expenses** | **323** | **411** | - For the six months ended June 30, 2025, the average annual interest rate used for capitalizing these borrowing costs was **3.13%** (six months ended June 30, 2024: **3.40%**)[183](index=183&type=chunk)[184](index=184&type=chunk) [Profit Before Income Tax Expense](index=36&type=section&id=8.7%20Profit%20Before%20Income%20Tax%20Expense) Profit before income tax expense was calculated after deducting amortization of intangible assets, depreciation and depletion of owned property/right-of-use assets, and inventory costs recognized as expenses, with a reversal of impairment loss on trade receivables recognized during the period Profit Before Income Tax Expense Items (Six Months Ended June 30) | Item | 2025 (RMB million) | 2024 (RMB million) | | :--- | :--- | :--- | | Amortisation of intangible assets | 40 | 42 | | Depreciation and depletion of owned property, plant and equipment | 2,495 | 2,447 | | Depreciation and depletion of right-of-use assets | 265 | 265 | | Cost of inventories recognised as an expense | 84,816 | 79,793 | | Impairment (reversal)/loss on trade receivables | (29) | 51 | [Income Tax Expense](index=36&type=section&id=8.8%20Income%20Tax%20Expense) In H1 2025, total income tax expense decreased to **RMB 1,735 million**; the PRC corporate income tax rate is primarily **25%**, with preferential rates of **15%** to **20%** in certain regions, and no provision for Hong Kong profits tax was made for the period Income Tax Expense (Six Months Ended June 30) | Tax Type | 2025 (RMB million) | 2024 (RMB million) | | :--- | :--- | :--- | | Current tax - PRC | 1,728 | 1,847 | | Current tax - Overseas | 11 | 19 | | Deferred tax | (4) | 63 | | **Total** | **1,735** | **1,929** | - The corporate income tax rate in the PRC is primarily **25%**, with preferential rates of **15%** to **20%** in certain regions[189](index=189&type=chunk)[190](index=190&type=chunk) - No provision for Hong Kong profits tax has been made for the six months ended June 30, 2025, as there was no assessable profit subject to Hong Kong profits tax for the period[190](index=190&type=chunk)[192](index=192&type=chunk) [Basic and Diluted Earnings Per Share](index=37&type=section&id=8.9%20Basic%20and%20Diluted%20Earnings%20Per%20Share) In H1 2025, basic earnings per share were **RMB 36.51 fen**, based on profit attributable to company shareholders of **RMB 3,161 million** and a weighted average of **8,659 million** ordinary shares outstanding; diluted earnings per share were the same as basic earnings per share due to no potentially dilutive ordinary shares Basic and Diluted Earnings Per Share (Six Months Ended June 30) | Indicator | 2025 (RMB fen) | 2024 (RMB fen) | | :--- | :--- | :--- | | Basic and diluted earnings per share | 36.51 | 38.17 | - Basic earnings per share are calculated based on the Group's profit attributable to shareholders of the Company of approximately **RMB 3,161 million** and the weighted average of approximately **8,659 million** ordinary shares in issue[194](index=194&type=chunk) - Diluted earnings per share for the six months ended June 30, 2025 and 2024 are the same as the basic earnings per share as there were no potentially dilutive ordinary shares in issue[194](index=194&type=chunk) [Dividends](index=38&type=section&id=8.10%20Dividends) The Board declared an interim dividend of **RMB 16.60 fen per share** for H1 2025; final dividends for 2023 and 2024 were approved and paid, with shareholders having the option to receive them in RMB or HKD Dividend Distribution Details | Dividend Type | Financial Year | Dividend Per Share (RMB fen) | Total Amount (RMB million) | Approval Date | Payment Date | | :--- | :--- | :--- | :--- | :--- | :--- | | Final Dividend | 2023 | 28.38 | 2,457 | May 30, 2024 | July 18, 2024 | | Final Dividend | 2024 | 15.17 | 1,314 | May 29, 2025 | July 18, 2025 | | Interim Dividend | 2025 | 16.60 | 1,437 | August 19, 2025 | Expected October 23, 2025 | - Shareholders have the option to receive dividends in RMB or HKD[195](index=195&type=chunk)[196](index=196&type=chunk) [Property, Plant and Equipment](index=39&type=section&id=8.11%20Property,%20Plant%20and%20Equipment) In H1 2025, the Group added **RMB 391 million** in right-of-use assets and acquired **RMB 1,015 million** in owned property, plant, and equipment; depreciation expenses for right-of-use assets and owned assets were **RMB 265 million** and **RMB 2,495 million**, respectively Property, Plant and Equipment Movements (Six Months Ended June 30) | Item | 2025 (RMB million) | 2024 (RMB million) | | :--- | :--- | :--- | | Additions to right-of-use assets | 391 | 280 | | Depreciation expense of right-of-use assets | 265 | 265 | | Cost of acquisition of property, plant and equipment | 1,015 | 620 | | Net book value of property, plant and equipment disposed of | 101 | 138 | | Depreciation expense of owned property, plant and equipment | 2,495 | 2,447 | [Investments in Associates](index=40&type=section&id=8.12%20Investments%20in%20Associates) As of June 30, 2025, the Group's share of net assets in associates was **RMB 8,273 million**, a decrease from **RMB 8,567 million** as of December 31, 2024 Investments in Associates (As of June 30) | Indicator | June 30, 2025 (RMB million) | December 31, 2024 (RMB million) | | :--- | :--- | :--- | | Share of net assets | 8,273 | 8,567 | [Investments in Joint Ventures](index=40&type=section&id=8.13%20Investments%20in%20Joint%20Ventures) As of June 30, 2025, the Group's share of net assets in joint ventures was **RMB 6,285 million**, an increase from **RMB 6,157 million** as of December 31, 2024 Investments in Joint Ventures (As of June 30) | Indicator | June 30, 2025 (RMB million) | December 31, 2024 (RMB million) | | :--- | :--- | :--- | | Share of net assets | 6,285 | 6,157 | [Intangible Assets](index=40&type=section&id=8.14%20Intangible%20Assets) As of June 30, 2025, total intangible assets were **RMB 1,480 million**, primarily comprising goodwill, contractual relationships, concessions, and computer software costs, a decrease from **RMB 1,526 million** as of December 31, 2024, mainly due to amortization and disposals Intangible Assets Movements (As of June 30) | Item | June 30, 2025 (RMB million) | June 30, 2024 (RMB million) | | :--- | :--- | :--- | | Balance at December 31 | 1,526 | 1,755 | | Additions | – | 35 | | Disposals | (6) | (94) | | Amortisation for the year | (40) | (42) | | **Balance at June 30** | **1,480** | **1,654** | [Accounts Receivable](index=41&type=section&id=8.15%20Accounts%20Receivable) As of June 30, 2025, accounts receivable net of loss allowance increased to **RMB 3,404 million**, with the majority (**RMB 1,834 million**) aged within three months; the Group's terminal service and crude oil sales revenue are typically collected within 30 to 90 days, while natural gas sales are on cash or credit terms not exceeding 90 days Trade Receivables Ageing Analysis (As of June 30) | Ageing | June 30, 2025 (RMB million) | December 31, 2024 (RMB million) | | :--- | :--- | :--- | | Within 3 months | 1,834 | 1,713 | | Between 3 and 6 months | 705 | 58 | | Between 6 and 12 months | 333 | 252 | | Over 12 months | 532 | 521 | | **Total** | **3,404** | **2,544** | - Revenue from terminal services and crude oil sales is generally collected within 30 to 90 days from the invoice date, while natural gas sales are on cash payment or credit terms not exceeding 90 days[210](index=210&type=chunk)[211](index=211&type=chunk) [Share Capital](index=42&type=section&id=8.16%20Share%20Capital) The company's authorized and issued and fully paid share capital remained unchanged during the reporting period, with authorized share capital of **16,000 million** ordinary shares at **HKD 0.01** par value each, totaling **HKD 160 million**, and issued and fully paid share capital of **8,659 million** ordinary shares, totaling **HKD 71 million** (RMB equivalent) Share Capital (As of June 30) | Item | Number of Ordinary Shares (million shares) | Par Value of Ordinary Shares (HKD million) | | :--- | :--- | :--- | | Authorised share capital | 16,000 | 160 | | Issued and fully paid share capital | 8,659 | 71 | [Accounts Payable and Accrued Liabilities](index=43&type=section&id=8.17%20Accounts%20Payable%20and%20Accrued%20Liabilities) As of June 30, 2025, total accounts payable and accrued liabilities decreased to **RMB 24,358 million**, primarily comprising contract liabilities and payables for construction and equipment costs, with most accounts payable aged within three months Accounts Payable and Accrued Liabilities (As of June 30) | Item | June 30, 2025 (RMB million) | December 31, 2024 (RMB million) | | :--- | :--- | :--- | | Accounts payable | 3,197 | 3,106 | | Contract liabilities | 10,671 | 12,690 | | Salaries and welfare payable | 852 | 326 | | Accrued expenses | 230 | 22 | | Dividends payable | 1,505 | 158 | | Interest payable | 154 | 137 | | Construction and equipment costs payable | 4,611 | 5,541 | | Amounts due to related parties | 2 | 2 | | Other payables | 3,136 | 3,242 | | **Total** | **24,358** | **25,224** | Accounts Payable Ageing Analysis (As of June 30) | Ageing | June 30, 2025 (RMB million) | December 31, 2024 (RMB million) | | :--- | :--- | :--- | | Within 3 months | 2,575 | 2,576 | | Between 3 and 6 months | 251 | 116 | | Over 6 months | 371 | 414 | | **Total** | **3,197** | **3,106** | [Borrowings](index=44&type=section&id=8.18%20Borrowings) As of June 30, 2025, the Group's total borrowings decreased to **RMB 19,670 million**, with significant reductions in short-term borrowings and the current portion of long-term borrowings; most borrowings are unsecured, while some are secured by natural gas tariff rights and property, plant, and equipment Borrowings (As of June 30) | Item | June 30, 2025 (RMB million) | December 31, 2024 (RMB million) | | :--- | :--- | :--- | | Short-term borrowings – unsecured | 965 | 1,188 | | Current portion of long-term borrowings | 3,278 | 7,945 | | **Total current borrowings** | **4,243** | **9,133** | | Long-term borrowings – secured | 1,854 | 2,155 | | Long-term borrowings – unsecured | 16,851 | 20,119 | | Less: Current portion of long-term borrowings | (3,278) | (7,945) | | **Total non-current borrowings** | **15,427** | **14,329** | | **Total borrowings** | **19,670** | **23,462** | - Borrowings of **RMB 1,607 million** were primarily secured by natural gas tariff rights[220](index=220&type=chunk) - Certain property, plant, equipment, and land use rights totaling **RMB 693 million** were pledged to banks for loan facilities of **RMB 247 million** granted to the Group[220](index=220&type=chunk) Borrowings Repayment Schedule (As of June 30) | Repayment Period | Bank Loans (RMB million) | Loans Other Than Bank Loans (RMB million) | | :--- | :--- | :--- | | Within one year | 3,785 | 458 | | One to two years | 2,735 | 354 | | Two to five years | 3,662 | 2,876 | | After five years | 1,301 | 4,499 | | **Total** | **11,483** | **8,187** | [Fair Value Measurement of Financial Instruments](index=45&type=section&id=8.19%20Fair%20Value%20Measurement%20of%20Financial%20Instruments) The Group's fair value measurement of financial instruments includes listed and unlisted other financial assets, with listed assets valued using Level 1 (quoted prices) and unlisted assets using Level 3 (significant unobservable inputs); no transfers occurred between fair value hierarchies during the period, and the carrying amounts of financial instruments measured at cost or amortized cost do not materially differ from their fair values - Three-level hierarchy for fair value measurement of financial instruments: Level 1 (quoted prices in active markets), Level 2 (observable market data), Level 3 (significant unobservable inputs)[222](index=222&type=chunk)[223](index=223&type=chunk) Fair Value Measurement of Other Financial Assets (As of June 30) | Type | Fair Value June 30, 2025 (RMB million) | Classification June 30, 2025 | Fair Value December 31, 2024 (RMB million) | Classification December 31, 2024 | | :--- | :--- | :--- | :--- | :--- | | Listed | 247 | Level 1 | 221 | Level 1 | | Unlisted | 43 | Level 3 | 43 | Level 3 | | **Total** | **290** | | **264** | | - For the six months ended June 30, 2025 and 2024, there were no transfers between Level 1 and Level 2, or into or out of Level 3[226](index=226&type=chunk)[229](index=229&type=chunk) - There were no material differences between the carrying amounts and fair values of the Group's financial instruments measured at cost or amortized cost[228](index=228&type=chunk)[231](index=231&type=chunk) [Segment Information](index=47&type=section&id=8.20%20Segment%20Information) The Group's business is organized into four operating segments: natural gas sales, LPG sales, LNG processing and terminal, and exploration and production; segment performance is assessed based on profit before income tax expense and share of profit/loss from associates and joint ventures; segment assets exclude deferred and current taxes, other financial assets, and investments in associates and joint ventures; corporate headquarters segment performance includes interest income, exchange gains/losses, and corporate expenses - The Group organizes its business by products and services into four operating segments: natural gas sales, LPG sales, LNG processing and terminal, and exploration and production[233](index=233&type=chunk)[234](index=234&type=chunk)[237](index=237&type=chunk) - Operating segment performance is assessed based on profit/(loss) before income tax expense and share of profit less loss of associates and joint ventures for each segment[235](index=235&type=chunk)[237](index=237&type=chunk) H1 2025 Business Segment Performance Summary | Segment | Revenue from External Customers (RMB million) | Profit/(Loss) Before Income Tax Expense (RMB million) | | :--- | :--- | :--- | | Natural Gas Sales | 80,078 | 4,477 | | LPG Sales | 13,020 | 544 | | LNG Processing and Terminal | 4,371 | 1,836 | | Exploration and Production | 74 | 61 | | Corporate Headquarters | – | (181) | | **Total** | **97,543** | **6,737** | H1 2025 Business Segment Assets Summary | Segment | Segment Assets (RMB million) | Investments in Associates (RMB million) | Investments in Joint Ventures (RMB million) | | :--- | :--- | :--- | :--- | | Natural Gas Sales | 82,824 | 7,239 | 4,918 | | LPG Sales | 5,829 | 499 | – | | LNG Processing and Terminal | 18,512 | 130 | – | | Exploration and Production | 1,061 | 405 | 1,367 | | Corporate Headquarters | 16,541 | – | – | | **Total** | **124,767** | **8,273** | **6,285** | - For the six months ended June 30, 2025 and 2024, no revenue from a single customer accounted for more than **10%** of the Group's revenue[241](index=241&type=chunk)[242](index=242&type=chunk) [Commitments](index=50&type=section&id=8.21%20Commitments) As of June 30, 2025, the Group had significant capital commitments contracted but not yet recognized as liabilities totaling **RMB 2,719 million**, primarily for property, plant, and equipment Capital Commitments (As of June 30) | Item | June 30, 2025 (RMB million) | December 31, 2024 (RMB million) | | :--- | :--- | :--- | | Property, plant and equipment | 2,719 | 3,284 | [Related Party Transactions](index=51&type=section&id=8.22%20Related%20Party%20Transactions) The Group engages in extensive related party transactions with its ultimate holding company, CNPC, its subsidiaries, and other state-owned entities, including the purchase and provision of products and services, natural gas sales to associates and joint ventures, and related party receivables/payables, with key management compensation also disclosed - China National Petroleum Corporation (the Company's controlling shareholder) is a stat

New Century Healthcare Holding Co. Limited 新世紀醫療控股有限公司 （於開曼群島註冊成立的有限公司） 股份代號：1518 2025 (Incorporated in the Cayman Islands with limited liability) Stock Code: 1518 New Century Healthcare Holding Co. Limited 新世紀醫療控股有限公司 INTERIM REPORT 2025 中期報 告 New Century Healthcare Holding Co. Li mited 新 世 紀 醫 療 控 股 有 限 公 司 中 期 報 告 IN T E RIM R E P O R T 股 代 號 Stock Code: 1518 2025 目錄 | 公司資料 | 2 | | --- | --- | | 管理層討論與分析 | 4 | | 其他資料 | 13 | | 中期財務資料的審閱報告 | 20 | | 中期簡明綜合財務狀況表 | 21 | | 中期簡明綜合全面收益表 | 23 | | 中期簡明綜合權益變動表 | 24 ...

江蘇龍蟠科技集團股份有限公司 JIANGSU LOPAL TECH. GROUP CO., LTD （於中華人民共和國註冊成立的股份有限公司） 股份代號: 2465 中期報告 | 目錄 | 公司資料 | 2 | | --- | --- | --- | | | 定義 | 4 | | | 財務概要 | 8 | | | 管理層討論與分析 | 9 | | | 其他資料 | 24 | | | 中期簡明合併損益及其他全面收益表 | 32 | | | 中期簡明合併財務狀況表 | 33 | | | 中期簡明合併權益變動表 | 35 | | | 中期簡明合併現金流量表 | 37 | | | 中期簡明合併財務報表附註 | 39 | 公司資料 | 中國註冊辦事處及總部 | 中國 | | --- | --- | | | 南京經濟技術開發區 | | | 恆通大道6號 | | 香港主要營業地點 | 香港 | | | 灣仔 | | | 皇后大道東183號 | | | 合和中心46樓 | | 公司網站 | www.lopal.com.cn | | 董事會 | | | 執行董事 | 石俊峰先生 （主席） | | | 呂振亞先生 | | | 秦 ...

[Company Information](index=3&type=section&id=Company%20Information) This section provides an overview of the company's governance structure, including its board of directors, committees, and key professional service providers [Board of Directors and Committees](index=3&type=section&id=2.1%20Board%20of%20Directors%20and%20Committees) The company's board comprises executive, non-executive, and independent non-executive directors, with audit, remuneration, and nomination committees, maintaining a stable governance structure despite some board member changes - The Board of Directors includes Honorary Chairman Lam Ting Po, Executive Director and Chairman Tsui Ho Chuen (Managing Director), Executive Director Li Kwong Chung (Sales Director), Non-Executive Director Mak Chi Wah, and Independent Non-Executive Directors Choi Yu Man, Ha Jun, and Meng Jin Xia[5](index=5&type=chunk) - The Audit Committee is chaired by Choi Yu Man, the Remuneration Committee by Ha Jun, and the Nomination Committee by Ha Jun[5](index=5&type=chunk) [Professional Services and Contact Information](index=3&type=section&id=2.2%20Professional%20Services%20and%20Contact%20Information) The company engages Ernst & Young as its auditor and Tricor Investor Services Limited as its Hong Kong share registrar, with key banking relationships including HSBC and DBS Bank (Hong Kong) - The auditor is Ernst & Young, and the share registrars are Tricor Investor Services Limited (Hong Kong) and Conyers Trust Company (Cayman) Limited (Cayman Islands)[5](index=5&type=chunk) - Key bankers include The Hongkong and Shanghai Banking Corporation Limited, DBS Bank (Hong Kong) Limited, Nanyang Commercial Bank, Limited (Hong Kong), and HSBC Bank (China) Company Limited, Agricultural Bank of China Limited, Bank of China Limited, Shenzhen Rural Commercial Bank Corporation Limited (China)[5](index=5&type=chunk) - The principal place of business in Hong Kong is located at 31/F, North Point Centre, 338 Hennessy Road, Wanchai, Hong Kong, with the company website at www.cpmgroup.com.hk[6](index=6&type=chunk) [Condensed Consolidated Statement of Profit or Loss](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) This section presents the group's financial performance, highlighting revenue, gross profit, and net loss for the six months ended June 30, 2025 [Financial Performance Overview](index=4&type=section&id=3.1%20Financial%20Performance%20Overview) For the six months ended June 30, 2025, the group's revenue decreased by 28.3% to HK$106,338 thousand, gross profit fell by 27.7% to HK$41,974 thousand, and loss for the period expanded to HK$29,188 thousand, with basic and diluted loss per share at 2.92 HK cents Condensed Consolidated Statement of Profit or Loss Key Data (For the six months ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 106,338 | 148,322 | -28.3% | | Cost of sales | (64,364) | (90,188) | -28.6% | | Gross profit | 41,974 | 58,134 | -27.7% | | Other income and net gains | 2,599 | 6,596 | -60.6% | | Selling and distribution expenses | (20,151) | (28,990) | -30.5% | | Administrative expenses | (34,132) | (37,684) | -9.5% | | Loss before tax | (27,022) | (13,434) | +101.1% | | Income tax expense | (2,166) | (1,201) | +80.3% | | Loss for the period | (29,188) | (14,635) | +99.4% | | Loss attributable to owners of the parent | (29,151) | (14,972) | +94.7% | | Basic and diluted loss per share | (2.92) HK cents | (1.50) HK cents | +94.7% | - Loss before tax significantly increased from **HK$13,434 thousand** in the same period of 2024 to **HK$27,022 thousand** in 2025, primarily due to decreased revenue and changes in fair value of investment properties[8](index=8&type=chunk) [Condensed Consolidated Statement of Comprehensive Income](index=5&type=section&id=Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) This section details the group's total comprehensive loss, including the impact of foreign currency translation differences for overseas operations [Analysis of Total Comprehensive Loss](index=5&type=section&id=4.1%20Analysis%20of%20Total%20Comprehensive%20Loss) For the six months ended June 30, 2025, the group's total comprehensive loss narrowed to HK$14,218 thousand from HK$27,801 thousand in the prior year, primarily due to a favorable shift in exchange differences on translating overseas operations from loss to gain Condensed Consolidated Statement of Comprehensive Income Key Data (For the six months ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Year-on-year Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Loss for the period | (29,188) | (14,635) | (14,553) | | Exchange differences on translating overseas operations | 14,970 | (13,166) | 28,136 | | Total comprehensive loss for the period | (14,218) | (27,801) | 13,583 | | Total comprehensive loss attributable to owners of the parent | (14,304) | (28,037) | 13,733 | - Exchange differences on translating overseas operations shifted from a **loss of HK$13,166 thousand** in the same period of 2024 to a **gain of HK$14,970 thousand** in 2025, positively impacting total comprehensive loss[9](index=9&type=chunk) [Condensed Consolidated Statement of Financial Position](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) This section outlines the group's financial position, detailing assets, liabilities, and equity as of June 30, 2025 [Asset and Liability Structure](index=6&type=section&id=5.1%20Asset%20and%20Liability%20Structure) As of June 30, 2025, the group's total assets less current liabilities decreased to HK$493,176 thousand from HK$533,737 thousand, and net assets decreased to HK$366,866 thousand from HK$381,063 thousand at the beginning of the period Condensed Consolidated Statement of Financial Position Key Data (As of June 30) | Indicator | 2025 June 30 (HK$ thousand) | 2024 Dec 31 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Total non-current assets | 433,806 | 438,683 | (4,877) | | Total current assets | 283,163 | 365,313 | (82,150) | | Total current liabilities | 223,793 | 270,259 | (46,466) | | Net current assets | 59,370 | 95,054 | (35,684) | | Total assets less current liabilities | 493,176 | 533,737 | (40,561) | | Total non-current liabilities | 126,310 | 152,674 | (26,364) | | Net assets | 366,866 | 381,063 | (14,197) | | Total equity | 366,866 | 381,063 | (14,197) | - Total current assets decreased by **HK$82,150 thousand**, primarily due to a **HK$27,576 thousand** reduction in trade and bills receivables and a **HK$53,899 thousand** decrease in cash and cash equivalents[11](index=11&type=chunk) - Total non-current liabilities decreased by **HK$26,364 thousand**, mainly due to a significant **HK$73,970 thousand** reduction in loans from the parent company group, partially offset by a **HK$48,471 thousand** increase in interest-bearing bank borrowings[12](index=12&type=chunk) [Condensed Consolidated Statement of Changes in Equity](index=8&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) This section details the changes in the group's equity attributable to owners of the parent for the six months ended June 30, 2025 [Details of Equity Changes](index=8&type=section&id=6.1%20Details%20of%20Equity%20Changes) For the six months ended June 30, 2025, total equity attributable to owners of the parent decreased from HK$377,088 thousand to HK$362,805 thousand, primarily due to a loss of HK$29,151 thousand for the period, partially offset by an increase in the exchange fluctuation reserve Changes in Equity Attributable to Owners of the Parent (For the six months ended June 30) | Equity Item | 2025 Jan 1 (HK$ thousand) | Loss for the period (HK$ thousand) | Exchange differences (HK$ thousand) | Share option arrangements (HK$ thousand) | Share option transfer (HK$ thousand) | 2025 June 30 (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Issued share capital | 100,000 | – | – | – | – | 100,000 | | Share premium account | 94,614 | – | – | – | – | 94,614 | | Merger reserve | (15,017) | – | – | – | – | (15,017) | | Contributions | 2,630 | – | – | – | – | 2,630 | | Contributed surplus | (28,616) | – | – | – | – | (28,616) | | Fair value reserve | (500) | – | – | – | – | (500) | | Revaluation reserve for leasehold land and buildings | 179,200 | – | – | – | – | 179,200 | | General reserve | 10,485 | – | – | – | – | 10,485 | | Exchange fluctuation reserve | (59,316) | – | 14,847 | – | – | (44,469) | | Share option reserve | 6,982 | – | – | 21 | (842) | 6,161 | | Reserve fund | 29,819 | – | – | – | – | 29,819 | | Retained profits | 56,807 | (29,151) | – | – | 842 | 28,498 | | **Total** | **377,088** | **(29,151)** | **14,847** | **21** | **(842)** | **362,805** | - The **loss for the period of HK$29,151 thousand** was the primary factor contributing to the decrease in equity, though a **gain of HK$14,847 thousand** from exchange differences on translating overseas operations partially offset this loss[13](index=13&type=chunk) - Share option reserve increased by **HK$21 thousand** due to equity-settled share option arrangements and **HK$842 thousand** was transferred to retained profits due to lapsed share options[13](index=13&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) This section presents the group's cash flows from operating, investing, and financing activities for the six months ended June 30, 2025 [Operating Activities Cash Flow](index=9&type=section&id=7.1%20Operating%20Activities%20Cash%20Flow) For the six months ended June 30, 2025, net cash used in operating activities improved to HK$22,523 thousand from HK$31,763 thousand in the prior year, primarily due to a decrease in trade and bills receivables Operating Activities Cash Flow (For the six months ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Operating loss before working capital changes | (8,675) | (872) | (7,803) | | Decrease in trade and bills receivables | 29,689 | 28,546 | 1,143 | | Decrease in trade and bills payables | (32,528) | (50,950) | 18,422 | | Net cash used in operating activities | (22,523) | (31,763) | 9,240 | - A **decrease of HK$29,689 thousand** in trade and bills receivables positively impacted operating cash flow[16](index=16&type=chunk) - Interest paid decreased from **HK$5,925 thousand** in the same period of 2024 to **HK$3,935 thousand** in 2025[16](index=16&type=chunk) [Investing Activities Cash Flow](index=9&type=section&id=7.2%20Investing%20Activities%20Cash%20Flow) For the six months ended June 30, 2025, net cash from investing activities significantly decreased to HK$5,863 thousand from HK$61,854 thousand in the prior year, primarily due to a substantial reduction in the decrease of pledged time deposits Investing Activities Cash Flow (For the six months ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Purchase of property, plant and equipment items | (284) | (42) | (242) | | Interest received | 721 | 1,228 | (507) | | Decrease in pledged time deposits | 5,393 | 59,482 | (54,089) | | Net cash from investing activities | 5,863 | 61,854 | (55,991) | - The decrease in pledged time deposits fell from **HK$59,482 thousand** in the same period of 2024 to **HK$5,393 thousand** in 2025, which is the main reason for the significant reduction in investing activities cash flow[16](index=16&type=chunk) [Financing Activities Cash Flow](index=9&type=section&id=7.3%20Financing%20Activities%20Cash%20Flow) For the six months ended June 30, 2025, net cash used in financing activities increased to HK$40,966 thousand from HK$24,230 thousand in the prior year, primarily due to increased repayment of loans from the parent company group Financing Activities Cash Flow (For the six months ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | New bank loans | 69,047 | 53,315 | 15,732 | | Repayment of bank loans | (33,242) | (59,733) | 26,491 | | Repayment of loans from parent company group | (75,000) | (49,601) | (25,399) | | Loans received from parent company group | – | 33,461 | (33,461) | | Net cash used in financing activities | (40,966) | (24,230) | (16,736) | - Repayment of loans from the parent company group increased from **HK$49,601 thousand** in the same period of 2024 to **HK$75,000 thousand** in 2025, with no new loans received from the parent company group during the period[16](index=16&type=chunk) [Changes in Cash and Cash Equivalents](index=10&type=section&id=7.4%20Changes%20in%20Cash%20and%20Cash%20Equivalents) For the six months ended June 30, 2025, cash and cash equivalents decreased by HK$57,626 thousand, with the period-end balance at HK$115,353 thousand, a significant decline from HK$169,252 thousand at the beginning of the period Changes in Cash and Cash Equivalents (For the six months ended June 30) | Indicator | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Net increase/(decrease) in cash and cash equivalents | (57,626) | 5,861 | (63,487) | | Cash and cash equivalents at beginning of period | 169,252 | 143,792 | 25,460 | | Net effect of exchange rate changes | 3,727 | (2,770) | 6,497 | | Cash and cash equivalents at end of period | 115,353 | 146,883 | (31,530) | - Cash and cash equivalents at the end of the period amounted to **HK$115,353 thousand**, a **decrease of HK$31,530 thousand** compared to HK$146,883 thousand in the same period of 2024[17](index=17&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes on the basis of preparation, accounting policies, and specific financial statement items [Basis of Preparation and Accounting Policies](index=11&type=section&id=8.1%20Basis%20of%20Preparation%20and%20Accounting%20Policies) These interim financial statements are prepared in accordance with HKAS 34 and the Listing Rules, to be read in conjunction with the annual consolidated financial statements, with no significant impact from newly adopted HKFRSs this period - The unaudited condensed consolidated interim financial statements are prepared in accordance with Hong Kong Accounting Standard 34 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[18](index=18&type=chunk) - The amendments to HKAS 21 (Lack of Exchangeability) had no impact on the condensed consolidated interim financial statements, as the transaction and functional currencies of the group entities are all exchangeable[20](index=20&type=chunk) [Operating Segment Information](index=11&type=section&id=8.2%20Operating%20Segment%20Information) The group operates in two segments: paint products and property investment, with paint products seeing reduced revenue and performance, and property investment shifting from profit to loss, while Mainland China remains the primary source of revenue and assets - The group has two reportable operating segments: (a) the paint products segment, engaged in the manufacture and sale of paint and coating products; and (b) the property investment segment, investing in commercial and industrial properties with rental income potential[25](index=25&type=chunk) Operating Segment Revenue and Results (For the six months ended June 30) | Segment | 2025 Revenue (HK$ thousand) | 2024 Revenue (HK$ thousand) | Revenue Change (%) | 2025 Results (HK$ thousand) | 2024 Results (HK$ thousand) | Results Change (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Paint products | 96,893 | 137,044 | -29.3% | (21,578) | (19,296) | (2,282) | | Property investment | 9,445 | 11,278 | -16.3% | (186) | 12,871 | (13,057) | | **Total** | **106,338** | **148,322** | **-28.3%** | **(21,764)** | **(6,425)** | **(15,339)** | Operating Segment Assets and Liabilities (As of June 30) | Segment | 2025 Assets (HK$ thousand) | 2024 Assets (HK$ thousand) | Assets Change (HK$ thousand) | 2025 Liabilities (HK$ thousand) | 2024 Liabilities (HK$ thousand) | Liabilities Change (HK$ thousand) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Paint products | 408,654 | 482,223 | (73,569) | 308,967 | 381,312 | (72,345) | | Property investment | 305,284 | 308,391 | (3,107) | 39,691 | 39,477 | 214 | | **Total** | **713,938** | **790,614** | **(76,676)** | **348,658** | **420,789** | **(72,131)** | - For the six months ended June 30, 2025, revenue from Mainland China accounted for **89.4%** of total revenue, and **99.7%** of non-current assets were located in Mainland China[29](index=29&type=chunk) [Revenue, Other Income and Net Gains](index=16&type=section&id=8.3%20Revenue%2C%20Other%20Income%20and%20Net%20Gains) Total revenue for the period was HK$106,338 thousand, with paint and coating product sales contributing HK$96,893 thousand and rental income HK$9,445 thousand, while other income and net gains significantly decreased by 60.6% year-on-year Revenue Composition (For the six months ended June 30) | Revenue Source | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | | Sales of paint products | 96,893 | 137,044 | -29.3% | | Gross rental income from investment properties | 9,445 | 11,278 | -16.3% | | **Total Revenue** | **106,338** | **148,322** | **-28.3%** | Other Income and Net Gains (For the six months ended June 30) | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | | Bank interest income | 721 | 1,228 | -41.3% | | Net fair value gain on investment properties | – | 3,195 | -100.0% | | Government grants | 40 | 204 | -80.4% | | Government subsidies | 342 | 408 | -16.2% | | **Total** | **2,599** | **6,596** | **-60.6%** | [Finance Costs](index=17&type=section&id=8.4%20Finance%20Costs) For the six months ended June 30, 2025, total finance costs decreased by 32.2% to HK$3,992 thousand from HK$5,885 thousand in the prior year, primarily due to reduced interest on bank and other borrowings Finance Costs (For the six months ended June 30) | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | | Interest on bank and other borrowings | 3,849 | 5,719 | -32.7% | | Interest expense on lease liabilities | 143 | 166 | -13.9% | | **Total** | **3,992** | **5,885** | **-32.2%** | [Components of Loss Before Tax](index=17&type=section&id=8.5%20Components%20of%20Loss%20Before%20Tax) Loss before tax was primarily impacted by cost of sales, depreciation, fair value loss on investment properties, and staff severance costs, with investment properties recording a fair value loss of HK$8,363 thousand this period, compared to a gain in the prior year Key Components of Loss Before Tax (For the six months ended June 30) | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Cost of inventories sold | 64,364 | 90,188 | (25,824) | | Depreciation of property, plant and equipment | 5,876 | 7,533 | (1,657) | | Net fair value loss/(gain) on investment properties | 8,363 | (3,195) | 11,558 | | Net impairment provision/(reversal of provision) for trade and bills receivables | (928) | 956 | (1,884) | | Staff severance costs | 1,128 | 600 | 528 | - Fair value of investment properties shifted from a **gain of HK$3,195 thousand** in the same period of 2024 to a **loss of HK$8,363 thousand** in 2025, significantly impacting loss before tax[38](index=38&type=chunk) - Impairment provision for trade and bills receivables changed from **HK$956 thousand** in the same period of 2024 to a **reversal of HK$928 thousand** in 2025, improving operating expenses[38](index=38&type=chunk) [Income Tax](index=17&type=section&id=8.6%20Income%20Tax) The group had no assessable profits in Hong Kong, while Mainland China subsidiaries are subject to a 25% corporate income tax rate, with high-tech enterprises enjoying a preferential 15% rate - The group did not generate any assessable profits in Hong Kong during the period, thus no provision for Hong Kong profits tax was made[40](index=40&type=chunk) - Mainland China subsidiaries are subject to a standard corporate income tax rate of **25%**, while those qualified as high-tech enterprises apply a lower rate of **15%**[40](index=40&type=chunk) [Loss Per Share and Dividends](index=18&type=section&id=8.7%20Loss%20Per%20Share%20and%20Dividends) For the six months ended June 30, 2025, basic and diluted loss per share was 2.92 HK cents, and the Board resolved not to declare an interim dividend - Loss for the period attributable to ordinary equity holders of the parent was **HK$29,151 thousand**, resulting in a basic and diluted loss per share of **2.92 HK cents**[41](index=41&type=chunk) - No adjustment for dilution was made to the basic loss per share amount as the outstanding share options had an anti-dilutive effect on the basic loss per share amount[41](index=41&type=chunk) - The directors resolved not to declare an interim dividend for the six months ended June 30, 2025[42](index=42&type=chunk) [Property, Plant and Equipment and Investment Properties](index=18&type=section&id=8.8%20Property%2C%20Plant%20and%20Equipment%20and%20Investment%20Properties) Property, plant and equipment acquisitions totaled HK$284 thousand this period; investment properties valuation slightly increased to HK$296,124 thousand but recorded a fair value loss of HK$8,363 thousand, primarily influenced by unobservable inputs like market rents and capitalization rates - For the six months ended June 30, 2025, the group acquired property, plant and equipment items at a cost of **HK$284 thousand**, a significant increase from HK$42 thousand in the same period of 2024[43](index=43&type=chunk) - Investment properties were revalued at **HK$296,124 thousand** as of June 30, 2025, a slight increase from HK$295,283 thousand as of December 31, 2024[44](index=44&type=chunk) - The fair value loss on investment properties was **HK$8,363 thousand**, primarily valued using the income capitalization approach, with key unobservable inputs including prevailing market rents (RMB7 to RMB52 per sq. meter/month) and capitalization rates (5.1% to 6.0%)[44](index=44&type=chunk)[47](index=47&type=chunk)[49](index=49&type=chunk) [Trade and Bills Receivables and Payables](index=20&type=section&id=8.9%20Trade%20and%20Bills%20Receivables%20and%20Payables) As of June 30, 2025, total trade and bills receivables were HK$76,052 thousand, with HK$30,552 thousand over six months, while total trade and bills payables were HK$96,124 thousand, with HK$41,037 thousand over six months Ageing Analysis of Trade and Bills Receivables (As of June 30) | Ageing | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Within 3 months | 37,069 | 55,670 | (18,601) | | Over 3 months but within 6 months | 8,431 | 7,511 | 920 | | Over 6 months | 30,552 | 40,447 | (9,895) | | **Total** | **76,052** | **103,628** | **(27,576)** | Ageing Analysis of Trade and Bills Payables (As of June 30) | Ageing | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Within 3 months | 34,946 | 49,975 | (15,029) | | Over 3 months but within 6 months | 20,141 | 34,389 | (14,248) | | Over 6 months | 41,037 | 41,073 | (36) | | **Total** | **96,124** | **125,437** | **(29,313)** | - Of the trade and bills payables, **HK$57,661 thousand** was secured by time deposits of **HK$17,509 thousand**[52](index=52&type=chunk) [Share Option Scheme](index=21&type=section&id=8.10%20Share%20Option%20Scheme) The company adopted a share option scheme in 2020 to incentivize employees; as of June 30, 2025, 60,000,000 share options remained unexercised, representing 6% of issued shares, with 10,000,000 options lapsing due to a director's resignation during the period - The share option scheme was adopted on June 4, 2020, aiming to attract and retain employees and other eligible participants of the group[53](index=53&type=chunk) - As of June 30, 2025, the company had **60,000,000** outstanding share options, a decrease from 70,000,000 as of December 31, 2024, primarily due to the lapse of **10,000,000** options upon a director's resignation[59](index=59&type=chunk)[60](index=60&type=chunk) - Net share option expense recognized during the period was approximately **HK$21 thousand**, a significant decrease from HK$209 thousand in the same period of 2024[59](index=59&type=chunk) [Capital Commitments and Related Party Transactions](index=23&type=section&id=8.11%20Capital%20Commitments%20and%20Related%20Party%20Transactions) As of June 30, 2025, the group's contracted but unprovided capital commitments amounted to HK$1,279 thousand, with related party transactions primarily involving lease payments, pledge fees, and interest expenses paid to the parent company group Capital Commitments (As of June 30) | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Contracted but not provided for: construction and purchase of property, plant and equipment items | 1,279 | 1,222 | Related Party Transactions (For the six months ended June 30) | Item | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | | Lease payments to parent company group | 1,016 | 1,077 | | Pledge fees paid to parent company group | 273 | 273 | | Interest expenses paid to parent company group | 2,026 | 3,135 | | **Total** | **3,315** | **4,485** | - Total remuneration for key management personnel was **HK$4,230 thousand**, a decrease from HK$4,619 thousand in the same period of 2024[63](index=63&type=chunk) [Fair Value and Fair Value Hierarchy of Financial Instruments](index=25&type=section&id=8.12%20Fair%20Value%20and%20Fair%20Value%20Hierarchy%20of%20Financial%20Instruments) Most of the group's financial instruments have fair values approximating their carrying amounts, while equity investments designated at fair value through other comprehensive income are measured at Level 2 fair value, amounting to HK$300 thousand - Management assesses that the fair values of financial instruments such as cash and cash equivalents, trade and bills receivables, and trade and bills payables approximate their respective carrying amounts, primarily due to their short-term maturities[65](index=65&type=chunk) Assets Measured at Fair Value (As of June 30) | Item | Fair Value Hierarchy | 2025 (HK$ thousand) | 2024 (HK$ thousand) | | :--- | :--- | :--- | :--- | | Equity investments designated at fair value through other comprehensive income | Level 2 | 300 | 300 | [Management Discussion and Analysis](index=27&type=section&id=Management%20Discussion%20and%20Analysis) This section provides management's perspective on the group's financial performance, operational highlights, and future outlook [Business Review](index=27&type=section&id=9.1%20Business%20Review) The group recorded a loss attributable to shareholders of HK$29,150 thousand in the first half, a significant increase from HK$14,970 thousand in the prior year, primarily due to fair value adjustments of investment properties and a substantial decrease in paint and coating product sales, yet net cash outflow from operations decreased by 29.1% through cost control and loan restructuring - For the six months ended June 30, 2025, the group recorded a **loss attributable to shareholders of approximately HK$29,150 thousand**, an increase of HK$14,180 thousand from the HK$14,970 thousand loss in the same period of 2024[73](index=73&type=chunk) - The significant increase in loss was primarily due to a **fair value loss of HK$8,360 thousand** on investment properties (compared to a gain of HK$3,200 thousand in the same period of 2024) and a **29.3% decline** in paint and coating product sales[73](index=73&type=chunk) - Net cash outflow from operations significantly decreased by **29.1%** compared to the same period in 2024, with bank and other borrowings reducing from **HK$195,970 thousand** as of December 31, 2024, to **HK$160,250 thousand** as of June 30, 2025[74](index=74&type=chunk) - The persistent downturn in Mainland China's real estate market and significant slowdown in construction activities have intensified demand pressure and competition for paint and coating products[75](index=75&type=chunk) [Operations Review](index=29&type=section&id=9.2%20Operations%20Review) The group's total revenue significantly decreased by 28.3%, with paint and coating product sales falling by 29.3%, as all paint product categories were affected by market downturn and intensified competition; while cost of sales decreased due to lower raw material prices and improved operational efficiency, gross profit still declined by 30.6% - For the six months ended June 30, 2025, the group's total revenue was **HK$106,340 thousand**, a significant **28.3% decrease** from HK$148,320 thousand in the same period of 2024[77](index=77&type=chunk) Paint and Coating Product Revenue by Major Product Analysis (For the six months ended June 30) | Product Category | 2025 (HK$ thousand) | 2024 (HK$ thousand) | Net Change (%) | | :--- | :--- | :--- | :--- | | Industrial paint and coating products | 56,485 | 64,904 | -13.0% | | Architectural paint and coating products | 17,190 | 35,217 | -51.2% | | General paint and coating and ancillary products | 23,218 | 36,923 | -37.1% | | **Total** | **96,893** | **137,044** | **-29.3%** | - Sales to Hong Kong wholesale and retail distributors significantly decreased by **67.7%**, primarily due to the negative impact of the construction and building industry on Hong Kong's GDP and contractors shifting to sourcing from Mainland China[81](index=81&type=chunk) - Raw material costs decreased due to a **19.2% drop in crude oil prices**, enabling the group to offer more competitive pricing, with raw material costs as a percentage of sales decreasing by **2.9 percentage points** compared to the prior year[86](index=86&type=chunk) - Direct and indirect labor costs significantly decreased by **15.7%** compared to the prior year, primarily benefiting from improved operational efficiency and cost-saving strategies, including production facility consolidation[87](index=87&type=chunk) - Gross profit decreased by **30.6%**, with gross profit margin only declining by **0.6 percentage points**, demonstrating the group's resilience amidst intense competition[89](index=89&type=chunk) - Selling and distribution expenses decreased by **30.5% to HK$20,150 thousand**, and administrative expenses decreased by **8.5% to HK$31,880 thousand**, mainly due to reduced legal and professional fees, lower staff costs, and other cost-saving measures[91](index=91&type=chunk) [Property Investment](index=33&type=section&id=9.3%20Property%20Investment) The group strategically reallocated investment properties to optimize asset allocation; despite a fair value loss of HK$8,360 thousand, a 3.1% appreciation of RMB positively impacted asset valuation, leading to a slight increase in investment property valuation, while rental income fell by 16.3% due to the sluggish Mainland China real estate market - The group strategically reallocated its investment properties, converting underutilized production plants and office premises into investment properties to optimize asset allocation and improve operating cash flow[93](index=93&type=chunk) - Investment property valuation increased from **HK$295,280 thousand** as of December 31, 2024, to **HK$296,120 thousand** as of June 30, 2025, primarily due to the positive impact of a **3.1% appreciation of RMB**, which offset the fair value loss[93](index=93&type=chunk) - Rental income from investment properties was **HK$9,450 thousand**, a **16.3% decrease** from HK$11,280 thousand in the same period of 2024, mainly due to the persistent downturn in Mainland China's real estate market and a fair value loss of HK$11,560 thousand[94](index=94&type=chunk) - The group's investment property portfolio comprises **6 industrial and commercial properties** located in Mainland China, with a total land area of **175,675.8 sq. meters**, aiming to generate stable recurring income and capital appreciation[95](index=95&type=chunk) [Financial Review](index=34&type=section&id=9.4%20Financial%20Review) The group's total cash and cash equivalents decreased to HK$115,350 thousand, mainly due to repayment of bank and other borrowings; both debt-to-capital and current ratios declined, while inventory and trade and bills receivables turnover days increased, reflecting challenges from decreased sales and collection efficiency - As of June 30, 2025, total cash and cash equivalents were approximately **HK$115,350 thousand**, a decrease from HK$169,250 thousand as of December 31, 2024, primarily due to net repayment of bank and other borrowings of **HK$39,200 thousand**[96](index=96&type=chunk) Liquidity and Debt Ratios (As of June 30) | Indicator | 2025 June 30 | 2024 Dec 31 | Change | | :--- | :--- | :--- | :--- | | Debt-to-capital ratio | 44.2% | 52.0% | -7.8 percentage points | | Current ratio | 1.27 times | 1.35 times | -0.08 times | | Inventory turnover days | 57 days | 36 days | +21 days | | Trade and bills receivables turnover days | 142 days | 127 days | +15 days | - Inventory turnover days increased by **58.3% to 57 days**, and trade and bills receivables turnover days increased by **11.8% to 142 days**, mainly due to a **29.3% decrease in sales** and the impact of some long-aged receivables involved in legal disputes[98](index=98&type=chunk) - As of June 30, 2025, the group employed a total of **426 staff**, a **11.1% decrease** from June 30, 2024, with staff costs decreasing by **12.8% to HK$34,960 thousand**[103](index=103&type=chunk) [Business Plan and Outlook](index=36&type=section&id=9.5%20Business%20Plan%20and%20Outlook) Looking ahead to the second half, the group will continue implementing business revitalization measures to address market volatility and insufficient domestic demand, focusing on enriching product portfolios, expanding distribution networks, enhancing operational efficiency, reducing costs, and prioritizing repayment of high-interest borrowings to lower finance costs - The group will actively respond to market volatility stemming from external environmental changes, insufficient domestic demand, and a challenging economic landscape, anticipating that synergistic effects of policy guidance and market dynamics will foster sustainable industry growth[104](index=104&type=chunk) - Key developments include strengthening the Anti-Unfair Competition Law to alleviate excessive market competition pressure and accelerating the supply chain and market clearing processes[104](index=104&type=chunk) - The group will continue to expand its reach and explore business opportunities, committed to providing high-quality products and excellent after-sales service to customers, while avoiding product homogenization and vicious competition[104](index=104&type=chunk) - Business revitalization measures and actions are targeted in three areas: (a) enriching the product portfolio and ensuring competitiveness; (b) expanding and strengthening distribution networks in Mainland China, Hong Kong, and other regions; and (c) enhancing operational efficiency and reducing costs[105](index=105&type=chunk) [Other Information](index=37&type=section&id=Other%20Information) This section covers additional disclosures, including interim dividend policy, share dealings, directors' and major shareholders' interests, and corporate governance updates [Interim Dividend and Share Dealings](index=37&type=section&id=10.1%20Interim%20Dividend%20and%20Share%20Dealings) The Board resolved not to declare an interim dividend for the six months ended June 30, 2025, and neither the company nor its subsidiaries bought back or redeemed any company shares during the review period - The directors resolved not to declare an interim dividend for the six months ended June 30, 2025[107](index=107&type=chunk) - During the review period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's shares[108](index=108&type=chunk) [Directors' and Major Shareholders' Interests](index=37&type=section&id=10.2%20Directors'%20and%20Major%20Shareholders'%20Interests) As of June 30, 2025, Executive Directors Tsui Ho Chuen and Li Kwong Chung each held 10,000,000 share options, representing 1.00% of issued shares, while major shareholder CNT Enterprises Limited and its parent Beihai Group Limited held 75.00% of the shares Directors' Interests in Shares and Underlying Shares (As of June 30) | Name | Capacity | Number of Underlying Shares (Share Options) | Total | Percentage of Total Issued Shares | | :--- | :--- | :--- | :--- | :--- | | Tsui Ho Chuen | Beneficial owner | 10,000,000 | 10,000,000 | 1.00% | | Li Kwong Chung | Beneficial owner | 10,000,000 | 10,000,000 | 1.00% | Major Shareholders' Interests (As of June 30) | Name | Capacity | Number of Shares | Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | CNT Enterprises Limited | Beneficial owner | 750,000,000 | 75.00% | | Beihai Group Limited | Interest of controlled corporation | 750,000,000 | 75.00% | - As of June 30, 2025, **60,000,000** share options remained unexercised under the share option scheme, with **10,000,000** options previously held by former Non-Executive Director Chuang Chih Kun having lapsed[111](index=111&type=chunk) [Corporate Governance and Changes in Directors' Information](index=40&type=section&id=10.3%20Corporate%20Governance%20and%20Changes%20in%20Directors'%20Information) The company complies with the Corporate Governance Code, except for the combined roles of Chairman and Chief Executive Officer held by Mr. Tsui Ho Chuen; during the period, board changes included Mr. Chuang Chih Kun's resignation as Non-Executive Director, and Ms. Meng Jin Xia and Mr. Mak Chi Wah's appointments to committees - The company applies the principles and complies with the provisions of the Corporate Governance Code, except for the combined roles of Chairman and Chief Executive Officer held by Mr. Tsui Ho Chuen, an arrangement the Board believes helps maintain policy continuity and business operational stability[116](index=116&type=chunk) - Mr. Chuang Chih Kun resigned as a Non-Executive Director and ceased to be a member of the Audit Committee and Remuneration Committee, effective June 6, 2025[118](index=118&type=chunk) - Ms. Meng Jin Xia was appointed as a member of the Audit Committee and Nomination Committee, and Mr. Mak Chi Wah was appointed as a member of the Remuneration Committee, re-designated as a Non-Executive Director, and appointed as a member of the Audit Committee[118](index=118&type=chunk) - All directors confirmed compliance with the standards of the Model Code and the company's own code throughout the six months ended June 30, 2025[119](index=119&type=chunk)

TIMES CHINA HOLDINGS LIMITED 時代中國控股有限公 司 (Incorporated in the Cayman Islands with limited liability) (於開曼群島註冊成立的有限公司) Stock Code 股份代號：1233 中期報告 This Interim Report is printed on environmentally friendly paper. 本中期報告採用環保紙印製。 TIMES CHINA HOLDINGS LIMITED 時代中國控股有限公司 INTERIM REPORT 2025 中期報告 TI MES CHINA HOLDINGS LIMITED 時代中國控股有限公司 目錄 CONTENTS | 公司資料 | 2 | | --- | --- | | Corporate Information | | | 財務摘要 | 6 | | Financial Highlights | | | 業務回顧 | 8 | | Business Review | | | 企業管治及其他資料 | 47 | | Corporate Governanc ...