[Company Information](index=3&type=section&id=Company%20Information) This section provides an overview of the company's governance structure, including its board, committees, auditors, legal advisors, and registration details [Board of Directors and Management](index=3&type=section&id=Board%20of%20Directors%20and%20Management) The company's board of directors consists of executive directors Wang Xinhua (Chairman), He Jianhu, Tan Zhuohao, Huang Huaan, and independent non-executive directors Chen Qian, Liang Ying, Wang Xiufeng, with authorized representatives Huang Huaan and Yu Mingwei, who also serves as company secretary - Executive Directors include Wang Xinhua (Chairman), He Jianhu, Tan Zhuohao, and Huang Huaan[4](index=4&type=chunk) - Independent Non-Executive Directors include Chen Qian, Liang Ying, and Wang Xiufeng[4](index=4&type=chunk) - Huang Huaan and Yu Mingwei are authorized representatives, with Yu Mingwei also serving as Company Secretary[4](index=4&type=chunk) [Committee Composition](index=3&type=section&id=Committee%20Composition) The company has an Audit Committee (chaired by Chen Qian), a Nomination Committee (chaired by Tan Zhuohao), a Remuneration Committee (chaired by Huang Huaan), and a Corporate Social Responsibility Committee (chaired by Wang Xinhua), ensuring a robust corporate governance structure - The Audit Committee is chaired by Mr. Chen Qian[4](index=4&type=chunk) - The Nomination Committee is chaired by Mr. Tan Zhuohao[4](index=4&type=chunk) - The Remuneration Committee is chaired by Mr. Huang Huaan[4](index=4&type=chunk) - The Corporate Social Responsibility Committee is chaired by Mr. Wang Xinhua[4](index=4&type=chunk) [Auditor and Legal Advisors](index=3&type=section&id=Auditor%20and%20Legal%20Advisors) The company's auditor is Ernst & Young, with legal advisors covering Hong Kong, PRC, and British Virgin Islands laws - The auditor is Ernst & Young[4](index=4&type=chunk) - Legal advisors cover Hong Kong, PRC, and British Virgin Islands laws[6](index=6&type=chunk) [Registration and Office Information](index=3&type=section&id=Registration%20and%20Office%20Information) The company is registered in the British Virgin Islands, with its Hong Kong office in Fo Tan, and its website is http://www.fsanthracite.com with stock code 1738.HK - The registered office is located in the British Virgin Islands[4](index=4&type=chunk) - The Hong Kong office and principal place of business are in Fo Tan, New Territories, Hong Kong[4](index=4&type=chunk) - The company's website is http://www.fsanthracite.com, and its stock code is 1738.HK[5](index=5&type=chunk) [Financial Highlights](index=5&type=section&id=Financial%20Highlights) This section presents key financial performance indicators for the six months ended June 30, 2025, highlighting revenue, gross profit, and loss attributable to owners of the parent [For the Six Months Ended June 30, 2025](index=5&type=section&id=For%20the%20Six%20Months%20Ended%20June%2030%2C%202025) For the six months ended June 30, 2025, revenue from continuing operations decreased by 11.1% year-on-year to RMB136.6 million, with gross profit turning into a gross loss of RMB31.5 million, and loss attributable to owners of the parent significantly increased by 65.9% to RMB237.9 million For the Six Months Ended June 30, 2025 Financial Highlights | Indicator | 2025年6月30日 (RMB million) | 2024年6月30日 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue from continuing operations | 136.6 | 153.6 | -11.1% | | Gross profit/(loss) from continuing operations | (31.5) | 1.5 | -2200% (turned to loss) | | Loss from continuing operations attributable to owners of the parent | 237.9 | 143.4 | +65.9% | | Basic loss per share from continuing operations (RMB) | 0.17 | - | - | [Management Discussion and Analysis](index=6&type=section&id=Management%20Discussion%20and%20Analysis) This section reviews the Group's business operations, financial performance, and future outlook, addressing challenges and strategic responses [Business Review](index=6&type=section&id=Business%20Review) In the first half of 2025, China's economy saw a moderate recovery with strong manufacturing but a sluggish real estate sector, while the coal industry faced weak supply and demand, with prices continuing to fall, leading to expanded losses for the Group which has implemented various measures to address going concern issues - China's GDP grew by **5.3% year-on-year** in the first half of 2025, with manufacturing exports and infrastructure investment driving macroeconomic improvement[10](index=10&type=chunk) - The coal industry experienced weak supply and demand, with domestic raw coal output increasing by **5.4% year-on-year** in the first half, but coal imports decreasing by **11.1%**[11](index=11&type=chunk) - Coal prices continued to fall, with Q5500 thermal coal at northern ports decreasing by **28.5% year-on-year** to **RMB619 per tonne**[12](index=12&type=chunk) - The Group faced internal and external challenges including complex geology, coal mine shutdowns, limited mining efficiency, falling market prices, increased regulatory costs, and interest expenses, leading to a sharp decline in production and sales, rising costs, and falling selling prices[13](index=13&type=chunk) - The Group has implemented comprehensive measures, including expanding production, managing coal quality, enhancing intelligence, strictly controlling costs, negotiating loan repayment plans, and considering fundraising activities, to address going concern issues[14](index=14&type=chunk) [Summary of Exploration, Development, and Mining Activities](index=8&type=section&id=Summary%20of%20Exploration%2C%20Development%2C%20and%20Mining%20Activities) During the reporting period, the Group's total production was approximately 0.52 million tonnes, and as of June 30, 2025, the total proved and probable reserves of the four coal mines were approximately 162.77 million tonnes - Total production during the reporting period was approximately **0.52 million tonnes**[15](index=15&type=chunk) - As of June 30, 2025, the total proved and probable reserves of the four coal mines were approximately **162.77 million tonnes** (prepared in accordance with JORC Code)[15](index=15&type=chunk) [Compliance and Risk Management](index=8&type=section&id=Compliance%20and%20Risk%20Management) During the reporting period, the Group did not experience any material non-compliance that significantly impacted its business and operations, and the Board is committed to maintaining good corporate governance and continuously improving its risk management and internal control systems - No material non-compliance with applicable laws and regulations occurred during the reporting period[16](index=16&type=chunk) - The Board is responsible for risk management and internal control systems, and continuously improves them to comply with the Corporate Governance Code[17](index=17&type=chunk) [Financial Review](index=9&type=section&id=Financial%20Review) The Group's revenue from continuing operations decreased by 11.1% to RMB136.6 million, primarily due to a 17.1% decline in average selling price, while cost of sales increased by 10.5% to RMB168.1 million, resulting in a gross profit turning into a gross loss of RMB31.5 million, and the expanded loss was mainly affected by impairment losses, reduced gross profit, and increased other operating expenses Changes in Revenue and Cost of Sales from Continuing Operations | Indicator | 2025年6月30日 (RMB million) | 2024年6月30日 (RMB million) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 136.6 | 153.6 | -11.1% | | Cost of sales | 168.1 | 152.1 | +10.5% | | Gross profit/(loss) | (31.5) | 1.5 | -2200% (turned to loss) | - The average selling price of self-produced anthracite (excluding VAT) decreased by **17.1%** from **RMB366.7 per tonne** to **RMB304.1 per tonne**, mainly due to declining coal quality and plummeting market prices[18](index=18&type=chunk) - Sales volume of self-produced anthracite slightly increased by **7.2%** to approximately **0.45 million tonnes**[18](index=18&type=chunk) - The increase in cost of sales was primarily due to higher sales volume of self-produced anthracite and increased unit production costs[19](index=19&type=chunk) Unit Cost of Sales for Coal Mining (RMB/tonne) | Cost Item | 2025年 | 2024年 | | :--- | :--- | :--- | | Labor costs | 129.9 | 112.2 | | Raw materials, fuel, and energy | 96.5 | 93.3 | | Depreciation and amortization | 88.3 | 84.7 | | Taxes and levies payable to government | 13.9 | 20.1 | | Other production-related costs | 15.4 | 24.4 | | **Total** | **344.0** | **334.7** | Unit Cost of Sales for Coal Processing (RMB/tonne) | Cost Item | 2025年 | 2024年 | | :--- | :--- | :--- | | Labor costs | 15.0 | 17.9 | | Raw materials, fuel, and energy | 41.1 | 34.1 | | Depreciation | 49.1 | 55.2 | | Taxes and levies payable to government | 1.9 | 1.4 | | Freight charges | – | 0.4 | | Other production-related costs | 2.1 | 3.1 | | **Total** | **109.2** | **112.1** | - Loss from continuing operations increased from **RMB150.5 million** to **RMB282.1 million**, primarily due to an increase in impairment loss on property, plant and equipment of approximately **RMB111.7 million** for Baiping Coal Mine and Liujiaba Coal Mine[28](index=28&type=chunk) - Loss from continuing operations attributable to owners of the parent increased from **RMB143.4 million** to **RMB237.9 million**[29](index=29&type=chunk) [Discontinued Operations](index=12&type=section&id=Discontinued%20Operations) Gouchang Coal Mine has suspended operations since March 2013 and is planned for closure under a restructuring plan, with most of its operations terminated and operating results reclassified to discontinued operations during the reporting period - Gouchang Coal Mine has suspended operations since **March 2013** and is planned for closure[30](index=30&type=chunk) - During the reporting period, most of Gouchang Coal Mine's operations were terminated, and its operating results have been reclassified to discontinued operations[31](index=31&type=chunk) [Financial Resources Review](index=13&type=section&id=Financial%20Resources%20Review) As of June 30, 2025, the Group's net current liabilities were RMB4,046.0 million, with cash and cash equivalents of approximately RMB3.1 million, total interest-bearing loans amounted to RMB1,676.7 million (RMB605.7 million overdue), and a negative debt-to-asset ratio of 1,981.6% indicated a severe financial position Liquidity and Debt Situation | Indicator | 2025年6月30日 (RMB million) | 2024年12月31日 (RMB million) | | :--- | :--- | :--- | | Net current liabilities | 4,046.0 | 3,888.9 | | Cash and cash equivalents | 3.1 | - | | Total interest-bearing bank and other borrowings | 1,676.7 | - | | Overdue interest-bearing bank and other borrowings | 605.7 | - | | Debt-to-asset ratio | -1,981.6% | 798.3% | - The Group is negotiating with relevant banks and other creditors for loan extensions and waivers, and has approximately **RMB368.7 million** in outstanding payables related to litigation and arbitration[34](index=34&type=chunk) - Multiple Group assets are pledged, including mining rights, equity interests in subsidiaries, trade receivables, and mining structures, machinery, and equipment, to secure bank loans[35](index=35&type=chunk)[36](index=36&type=chunk) - Controlling shareholder Feishang Group Limited pledged **600 million shares** to secure operating capital financing of up to **RMB200 million** provided by Guizhou Provincial Material Development and Investment Co., Ltd. to Guizhou Puxin[37](index=37&type=chunk) - As of June 30, 2025, the Group had contractual capital commitments of approximately **RMB17.2 million** for the purchase of materials, machinery, and equipment[39](index=39&type=chunk) - As of June 30, 2025, the Group employed **2,475 full-time employees**, with total employee costs of approximately **RMB103.1 million**[43](index=43&type=chunk) [Outlook](index=15&type=section&id=Outlook) The coal industry faces structural constraints under carbon neutrality goals, with coal prices expected to fluctuate within a narrow range in the second half of 2025, and the Group anticipates continued operational challenges but will respond through measures such as expanding production, cost control, financing negotiations, and exploring new energy businesses to achieve revenue diversification and sustainable development - The coal industry faces structural constraints, including depressed capital expenditure, long construction cycles, high development costs, and increasingly stringent regulations[44](index=44&type=chunk) - Coal prices are expected to fluctuate within a narrow range in the second half of 2025, with weak demand from traditional industries persisting[45](index=45&type=chunk) - The Group anticipates continued operational challenges such as geological complexity, mining efficiency, and compliance costs[46](index=46&type=chunk) - The Group will adopt a comprehensive approach, including expanding production, managing coal quality, enhancing intelligence, strictly controlling costs, negotiating loan repayment plans, and considering fundraising activities[46](index=46&type=chunk) - The company will explore new energy business projects, leveraging major shareholder resources, to diversify revenue streams and align with national sustainable development goals[46](index=46&type=chunk) [Audit Committee and Acknowledgements](index=17&type=section&id=Audit%20Committee%20and%20Acknowledgements) The Audit Committee, composed of three independent non-executive directors, is responsible for reviewing and monitoring the Group's financial reporting, risk management, and internal controls, and the Board expresses gratitude to all employees and shareholders - The Audit Committee comprises three independent non-executive directors, Chen Qian, Liang Ying, and Wang Xiufeng, responsible for reviewing and monitoring financial reporting procedures, risk management, and internal controls[47](index=47&type=chunk) - The Board expresses its gratitude to all employees and the management team for their hard work and dedication, and sincere appreciation to shareholders for their continued support[48](index=48&type=chunk) [Other Information](index=18&type=section&id=Other%20Information) This section details substantial shareholders' and directors' interests, corporate governance practices, and the share option scheme [Interests and Short Positions of Substantial Shareholders in Shares and Underlying Shares of the Company](index=18&type=section&id=Interests%20and%20Short%20Positions%20of%20Substantial%20Shareholders%20in%20Shares%20and%20Underlying%20Shares%20of%20the%20Company) As of June 30, 2025, Mr. Li Feilie and his controlled entities held 51.72% of the company's shares, making him the largest shareholder, while Guizhou Provincial Material Development and Investment Co., Ltd. held a 43.46% security interest due to pledged shares Shareholding of Substantial Shareholders | Name of Substantial Shareholder | Capacity | Number of Shares | Percentage of Issued Shares (%) | | :--- | :--- | :--- | :--- | | Mr. Li Feilie | Beneficial owner/Controlled corporation | 714,029,650 | 51.72 | | Laitan Investments Limited | Controlled corporation | 699,029,650 | 50.63 | | Feishang Group Limited | Beneficial owner | 699,029,650 | 50.63 | | Guizhou Provincial Material Development and Investment Co., Ltd. | Holder of security interest in shares | 600,000,000 | 43.46 | | Mr. Li Zongyang | Controlled corporation | 133,000,000 | 9.63 | - Feishang Group Limited has pledged **600 million shares** held by it as security for operating capital financing provided by Guizhou Provincial Material Development and Investment Co., Ltd. to Guizhou Puxin[52](index=52&type=chunk) [Interests and Short Positions of Directors and Chief Executive in Shares, Underlying Shares, and Debentures](index=20&type=section&id=Interests%20and%20Short%20Positions%20of%20Directors%20and%20Chief%20Executive%20in%20Shares%2C%20Underlying%20Shares%2C%20and%20Debentures) As of June 30, 2025, Mr. Huang Huaan held 1.45% of the company's shares, and Mr. Tan Zhuohao held 1.02%, with both also holding a small number of shares in the associated corporation China Natural Resources Limited Shareholding of Directors | Name of Director | Capacity | Number of Shares | Percentage of Issued Shares (%) | | :--- | :--- | :--- | :--- | | Mr. Huang Huaan | Beneficial owner | 20,000,000 | 1.45 | | Mr. Tan Zhuohao | Beneficial owner | 14,096,300 | 1.02 | - Mr. Huang Huaan and Mr. Tan Zhuohao also hold shares in the associated corporation China Natural Resources Limited[54](index=54&type=chunk) [Corporate Governance and Share Option Scheme](index=21&type=section&id=Corporate%20Governance%20and%20Share%20Option%20Scheme) The company complies with the Corporate Governance Code, and directors adhere to the Model Code for Securities Transactions; a share option scheme adopted in 2022 to incentivize eligible persons allows for 138,054,580 shares (10% of issued shares) to be granted, with no options granted during the reporting period - The company complied with the Corporate Governance Code and the Model Code for Securities Transactions by Directors during the reporting period[57](index=57&type=chunk)[58](index=58&type=chunk) - The company adopted a share option scheme on **June 28, 2022**, with a **10-year validity**, aiming to incentivize and retain employees[61](index=61&type=chunk) - The total number of shares that may be granted under the share option scheme is **138,054,580 shares**, representing **10%** of the issued shares on the date the scheme was approved[62](index=62&type=chunk) - As of June 30, 2025, no share options have been granted or agreed to be granted since the adoption date[63](index=63&type=chunk) [Interim Condensed Consolidated Statement of Profit or Loss](index=23&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) This statement presents the Group's revenue, costs, and losses from continuing and discontinued operations for the six months ended June 30, 2025 [Performance of Continuing Operations](index=23&type=section&id=Performance%20of%20Continuing%20Operations) For the six months ended June 30, 2025, revenue from continuing operations was RMB136,593 thousand, a decrease from RMB153,619 thousand in the prior period, while increased cost of sales resulted in a gross profit turning into a gross loss of RMB31,489 thousand, and loss from continuing operations for the period expanded to RMB282,129 thousand Profit or Loss Overview of Continuing Operations | Indicator | 2025年6月30日 (RMB thousand) | 2024年6月30日 (RMB thousand) | | :--- | :--- | :--- | | Revenue | 136,593 | 153,619 | | Cost of sales | (168,082) | (152,119) | | Gross (loss)/profit | (31,489) | 1,500 | | Selling and distribution expenses | (7,055) | (14,239) | | Administrative expenses | (47,542) | (73,576) | | Impairment loss on property, plant and equipment | (111,744) | – | | Finance costs | (59,671) | (67,196) | | Loss for the period from continuing operations | (282,129) | (150,458) | [Discontinued Operations and Loss Per Share](index=23&type=section&id=Discontinued%20Operations%20and%20Loss%20Per%20Share) Loss from discontinued operations (Gouchang Coal Mine) for the period was RMB183 thousand, and total loss for the period attributable to owners of the parent amounted to RMB238,097 thousand, resulting in a basic and diluted loss per share of RMB0.17 Discontinued Operations and Loss Per Share | Indicator | 2025年6月30日 (RMB thousand) | 2024年6月30日 (RMB thousand) | | :--- | :--- | :--- | | Loss for the period from discontinued operations | (183) | (210) | | Total loss for the period attributable to owners of the parent | (238,097) | (143,590) | | Basic loss per share attributable to ordinary equity holders of the parent (RMB) | (0.17) | (0.10) | [Interim Condensed Consolidated Statement of Comprehensive Income](index=24&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) This statement outlines the Group's loss for the period and other comprehensive income items, leading to the total comprehensive loss [Total Comprehensive Loss](index=24&type=section&id=Total%20Comprehensive%20Loss) For the six months ended June 30, 2025, the loss for the period was RMB282,312 thousand, and after considering exchange differences and other comprehensive income, the total comprehensive loss was RMB281,701 thousand, with RMB237,486 thousand attributable to owners of the parent Comprehensive Income Statement Overview | Indicator | 2025年6月30日 (RMB thousand) | 2024年6月30日 (RMB thousand) | | :--- | :--- | :--- | | Loss for the period | (282,312) | (150,668) | | Exchange differences on translation of foreign operations | 611 | (444) | | Total comprehensive loss for the period, net of tax | (281,701) | (151,112) | | Total comprehensive loss attributable to owners of the parent | (237,486) | (144,034) | [Interim Condensed Consolidated Statement of Financial Position](index=25&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) This statement provides a snapshot of the Group's assets, liabilities, and equity as of June 30, 2025, indicating its financial health [Asset Position](index=25&type=section&id=Asset%20Position) As of June 30, 2025, the Group's total assets were RMB2,779,765 thousand, a decrease from RMB2,864,594 thousand at the end of 2024, with non-current assets primarily including property, plant and equipment, while current assets saw increases in inventories and trade receivables Asset Overview | Indicator | 2025年6月30日 (RMB thousand) | 2024年12月31日 (RMB thousand) | | :--- | :--- | :--- | | Total non-current assets | 2,582,196 | 2,731,158 | | Total current assets | 197,569 | 133,436 | | **Total assets** | **2,779,765** | **2,864,594** | | Inventories | 61,537 | 44,527 | | Trade receivables | 30,067 | 5,322 | | Cash and cash equivalents | 3,145 | 4,142 | [Liabilities and Equity Position](index=25&type=section&id=Liabilities%20and%20Equity%20Position) As of June 30, 2025, the Group's total liabilities increased to RMB4,689,756 thousand, with current liabilities at RMB4,243,548 thousand, and equity attributable to owners of the parent was negative RMB2,059,797 thousand, indicating severe insolvency Liabilities and Equity Overview | Indicator | 2025年6月30日 (RMB thousand) | 2024年12月31日 (RMB thousand) | | :--- | :--- | :--- | | Total current liabilities | 4,243,548 | 4,022,374 | | Total non-current liabilities | 446,208 | 470,510 | | **Total liabilities** | **4,689,756** | **4,492,884** | | Equity attributable to owners of the parent | (2,059,797) | (1,822,311) | | **Total equity** | **(1,909,991)** | **(1,628,290)** | | Interest-bearing bank and other borrowings (current) | 1,655,939 | 1,686,588 | | Trade payables | 908,307 | 872,442 | [Interim Condensed Consolidated Statement of Changes in Equity](index=27&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) This statement details the changes in the Group's equity components, including accumulated losses and reserves, for the six months ended June 30, 2025 [Details of Equity Changes](index=27&type=section&id=Details%20of%20Equity%20Changes) For the six months ended June 30, 2025, accumulated losses attributable to owners of the parent increased from RMB2,333,152 thousand as of December 31, 2024, to RMB2,561,280 thousand, further deteriorating total equity attributable to owners of the parent from negative RMB1,822,311 thousand to negative RMB2,059,797 thousand Changes in Equity Attributable to Owners of the Parent | Indicator | 2024年12月31日 (RMB thousand) | 2025年6月30日 (RMB thousand) | | :--- | :--- | :--- | | Share capital | 1,081 | 1,081 | | Share premium account | 204,524 | 204,524 | | Safety production and maintenance funds | 262,765 | 252,796 | | Special reserve | 38,741 | 38,741 | | Accumulated losses | (2,333,152) | (2,561,280) | | Exchange fluctuation reserve | 3,730 | 4,341 | | **Total equity attributable to owners of the parent** | **(1,822,311)** | **(2,059,797)** | | Non-controlling interests | 194,021 | 149,806 | | **Total equity** | **(1,628,290)** | **(1,909,991)** | - Loss for the period of **RMB238,097 thousand** and exchange differences of **RMB611 thousand** resulted in a total comprehensive loss attributable to owners of the parent of **RMB237,486 thousand**[71](index=71&type=chunk) [Interim Condensed Consolidated Statement of Cash Flows](index=28&type=section&id=Interim%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) This statement summarizes the Group's cash inflows and outflows from operating, investing, and financing activities for the six months ended June 30, 2025 [Cash Flow Overview](index=28&type=section&id=Cash%20Flow%20Overview) For the six months ended June 30, 2025, net cash flow from operating activities was RMB35,261 thousand, a significant decrease from the prior period, with net cash outflow from investing activities at RMB29,545 thousand and from financing activities at RMB6,710 thousand, resulting in cash and cash equivalents at period-end of RMB3,145 thousand Cash Flow Statement Overview | Cash Flow Type | 2025年6月30日 (RMB thousand) | 2024年6月30日 (RMB thousand) | | :--- | :--- | :--- | | Net cash flows from operating activities | 35,261 | 106,547 | | Net cash flows used in investing activities | (29,545) | (83,585) | | Net cash flows used in financing activities | (6,710) | (13,555) | | Net increase in cash and cash equivalents | (994) | 9,407 | | Cash and cash equivalents at end of period | 3,145 | 19,520 | - Net cash flows from operating activities significantly decreased, mainly due to lower cash generated from operations and reduced interest paid[72](index=72&type=chunk) - In financing activities, repayments of interest-bearing bank and other borrowings amounted to **RMB43,833 thousand**, and advances from related companies were **RMB41,007 thousand**[72](index=72&type=chunk) [Notes to the Interim Condensed Consolidated Financial Information](index=29&type=section&id=Notes%20to%20the%20Interim%20Condensed%20Consolidated%20Financial%20Information) This section provides detailed explanations of the basis of preparation, accounting policies, segment information, and specific financial statement line items [Basis of Preparation and Changes in the Group's Accounting Policies](index=29&type=section&id=Basis%20of%20Preparation%20and%20Changes%20in%20the%20Group's%20Accounting%20Policies) The interim condensed consolidated financial information is prepared in accordance with IAS 34 and presented under the historical cost convention, despite significant going concern uncertainties including substantial net current liabilities and a shareholder deficit, as management has formulated various measures to maintain going concern, and the revised IAS 21 adopted this period had no material impact - The interim condensed consolidated financial information is prepared in accordance with **IAS 34** and presented in RMB[73](index=73&type=chunk) Current Liabilities and Equity Position | Indicator | 2025年6月30日 (RMB million) | 2024年12月31日 (RMB million) | | :--- | :--- | :--- | | Net current liabilities | 4,046.0 | 3,888.9 | | Shareholder deficit | 1,910.0 | - | | Total bank and other borrowings | 1,676.7 | - | | Borrowings due within next twelve months | 1,655.9 | - | | Overdue borrowings (including principal and interest) | 605.7 | - | | Outstanding payables related to litigation and arbitration | 368.7 | - | - The Group has implemented various measures to improve profitability, liquidity, and cash flows, including obtaining lender support, negotiating settlement plans, enhancing coal quality, stabilizing production, strictly controlling costs, and securing financial support from the controlling shareholder[75](index=75&type=chunk) - The revised **IAS 21** was adopted for the first time this period, but it had no impact on the interim condensed consolidated financial information due to the Group's transactional currency convertibility[78](index=78&type=chunk) [Operating Segment Information](index=31&type=section&id=Operating%20Segment%20Information) The Group has only one operating segment: anthracite mining and sales, and anthracite trading, primarily operating in mainland China, with the top four customers contributing 44.8%, 14.1%, 12.7%, and 10.5% of consolidated revenue for the six months ended June 30, 2025 - The Group has only one operating segment: anthracite mining and sales, and anthracite trading[79](index=79&type=chunk) - All of the Group's revenue and non-current assets are derived from mainland China[80](index=80&type=chunk) - For the six months ended June 30, 2025, the top four customers contributed **44.8%**, **14.1%**, **12.7%**, and **10.5%** of revenue, respectively[81](index=81&type=chunk) [Discontinued Operations](index=32&type=section&id=Discontinued%20Operations) Gouchang Coal Mine suspended operations in March 2013 and is planned for closure, with its operating results reclassified to discontinued operations for the six months ended June 30, 2025, showing a loss of RMB183 thousand and a net cash outflow of RMB35 thousand - Gouchang Coal Mine has suspended operations since **March 2013** and is planned for closure[82](index=82&type=chunk) Gouchang Coal Mine Performance and Cash Flows | Indicator | 2025年6月30日 (RMB thousand) | 2024年6月30日 (RMB thousand) | | :--- | :--- | :--- | | Administrative expenses | (183) | (210) | | Loss for the period from discontinued operations | (183) | (210) | | Cash flows from operating activities | (53) | (145) | | Cash flows from financing activities | 18 | (28) | | Net cash outflow | (35) | (173) | [Revenue from Continuing Operations](index=34&type=section&id=Revenue%20from%20Continuing%20Operations) For the six months ended June 30, 2025, revenue from continuing operations was RMB136,593 thousand, entirely from coal sales, generated in mainland China and recognized at a point in time when goods are transferred, with customer credit terms typically 30 days Disaggregated Revenue Information | Type of goods | 2025年6月30日 (RMB thousand) | 2024年6月30日 (RMB thousand) | | :--- | :--- | :--- | | Coal sales | 136,593 | 153,607 | | Coal trading | – | 12 | | **Total** | **136,593** | **153,619** | | Geographical market: Mainland China | 136,593 | 153,619 | | Timing of revenue recognition: Goods transferred at a point in time | 136,593 | 153,619 | - Performance obligations are satisfied upon delivery of coal, with payment typically due within **30 days** from delivery[87](index=87&type=chunk) [Finance Costs from Continuing Operations](index=35&type=section&id=Finance%20Costs%20from%20Continuing%20Operations) For the six months ended June 30, 2025, total finance costs from continuing operations were RMB59,671 thousand, a decrease from RMB67,196 thousand in the prior period, primarily due to reduced interest on interest-bearing bank and other borrowings Composition of Finance Costs | Cost Item | 2025年6月30日 (RMB thousand) | 2024年6月30日 (RMB thousand) | | :--- | :--- | :--- | | Interest on interest-bearing bank and other borrowings | 54,094 | 59,407 | | Interest on lease liabilities | 2,804 | 3,338 | | Interest on payables for mining rights | 1,073 | 1,237 | | Bank charges | 1,003 | 26 | | Interest on discounted bills | 109 | 2,639 | | Accretion expenses | 588 | 549 | | **Total** | **59,671** | **67,196** | [Loss Before Tax from Continuing Operations](index=36&type=section&id=Loss%20Before%20Tax%20from%20Continuing%20Operations) For the six months ended June 30, 2025, loss before tax from continuing operations was RMB286,257 thousand, a significant increase from RMB170,380 thousand in the prior period, primarily impacted by cost of inventories sold, sales taxes and surcharges, employee benefit expenses, depreciation and amortization, and impairment loss on property, plant and equipment Key Components of Loss Before Tax | Item | 2025年6月30日 (RMB thousand) | 2024年6月30日 (RMB thousand) | | :--- | :--- | :--- | | Interest income from bank deposits | (6) | (56) | | Government grants | (4,482) | (5,645) | | Cost of inventories sold | 125,594 | 110,762 | | Sales taxes and surcharges | 6,494 | 8,551 | | Employee benefit expenses | 95,176 | 92,119 | | Depreciation and amortization of property, plant and equipment | 54,609 | 43,747 | | Impairment loss on property, plant and equipment | 111,744 | – | [Employee Benefits from Continuing Operations](index=37&type=section&id=Employee%20Benefits%20from%20Continuing%20Operations) For the six months ended June 30, 2025, total employee benefits from continuing operations were RMB103,089 thousand, an increase from RMB96,771 thousand in the prior period, primarily comprising wages, salaries, and allowances Employee Benefit Expenses | Item | 2025年6月30日 (RMB thousand) | 2024年6月30日 (RMB thousand) | | :--- | :--- | :--- | | Wages, salaries, and allowances | 93,348 | 81,591 | | Contributions to pension schemes | 1,860 | 4,217 | | Housing provident fund | 113 | 1,090 | | Welfare and other expenses | 7,768 | 9,873 | | **Total** | **103,089** | **96,771** | - Total employee benefits accrued for the period were **RMB103,089 thousand**, of which **RMB7,913 thousand** was capitalized into inventories[93](index=93&type=chunk) [Income Tax Credit and Deferred Tax from Continuing Operations](index=38&type=section&id=Income%20Tax%20Credit%20and%20Deferred%20Tax%20from%20Continuing%20Operations) For the six months ended June 30, 2025, the income tax credit from continuing operations was RMB4,128 thousand, entirely from deferred tax, with the Group primarily operating in mainland China at a 25% corporate income tax rate, and a net deferred tax liability of negative RMB80,076 thousand mainly arising from tax losses and depreciation of property, plant and equipment Income Tax Credit | Type | 2025年6月30日 (RMB thousand) | 2024年6月30日 (RMB thousand) | | :--- | :--- | :--- | | Current – Mainland China | – | – | | Deferred – Mainland China | 4,128 | 19,922 | | **Total** | **4,128** | **19,922** | - The applicable corporate income tax rate for PRC Group entities is **25%**[94](index=94&type=chunk) Deferred Tax Assets and Liabilities | Item | 2025年6月30日 (RMB thousand) | 2024年12月31日 (RMB thousand) | | :--- | :--- | :--- | | Total deferred tax assets | 96,680 | 87,660 | | Total deferred tax liabilities | (176,756) | (171,863) | | **Net deferred tax liabilities** | **(80,076)** | **(84,203)** | - Management believes it is probable that the Group will generate sufficient taxable profits in the future to utilize deductible temporary differences and unused tax losses, thus the related deferred tax assets have been recognized[98](index=98&type=chunk) [Loss Per Share Attributable to Ordinary Equity Holders of the Parent](index=40&type=section&id=Loss%20Per%20Share%20Attributable%20to%20Ordinary%20Equity%20Holders%20of%20the%20Parent) For the six months ended June 30, 2025, the loss for the period attributable to ordinary equity holders of the parent was RMB238,097 thousand, resulting in a basic and diluted loss per share of RMB0.17, with no potential dilutive shares during the period Loss Per Share Calculation | Indicator | 2025年6月30日 (RMB thousand) | 2024年6月30日 (RMB thousand) | | :--- | :--- | :--- | | Loss for the period attributable to ordinary equity holders of the parent | (238,097) | (143,590) | | Weighted average number of ordinary shares (thousand shares) | 1,380,546 | 1,380,546 | | Basic and diluted loss per share (RMB) | (0.17) | (0.10) | - The company had no potential dilutive shares during the period, thus the diluted loss per share is the same as the basic loss per share[99](index=99&type=chunk) [Dividends](index=40&type=section&id=Dividends) For the six months ended June 30, 2025, the company neither paid nor declared any dividends - The company neither paid nor declared any dividends for the six months ended June 30, 2025[100](index=100&type=chunk) [Property, Plant and Equipment](index=41&type=section&id=Property%2C%20Plant%20and%20Equipment) For the six months ended June 30, 2025, additions to property, plant and equipment amounted to RMB2.2 million, and construction in progress was RMB22.7 million, with total depreciation charged at RMB54.6 million, and impairment losses of RMB111.7 million recognized for Baiping Coal Mine and Liujiaba Coal Mine - For the six months ended June 30, 2025, additions to property, plant and equipment amounted to **RMB2.2 million**, and construction in progress was **RMB22.7 million**[101](index=101&type=chunk) - Total depreciation charged was **RMB54.6 million**[101](index=101&type=chunk) - Impairment losses of **RMB111.7 million** were recognized for property, plant and equipment of Baiping Coal Mine and Liujiaba Coal Mine[103](index=103&type=chunk) - Certain mining rights (carrying amount of **RMB344.1 million**) and mining structures, machinery, and equipment (carrying amount of **RMB20.5 million**) were pledged to secure bank loans[101](index=101&type=chunk)[102](index=102&type=chunk) [Leases](index=42&type=section&id=Leases) As of June 30, 2025, the total carrying amount of right-of-use assets was RMB196,482 thousand, primarily comprising leased land, machinery, and equipment, while total lease liabilities amounted to RMB97,792 thousand, with the current portion being RMB46,723 thousand Carrying Amount of Right-of-Use Assets | Asset Type | 2025年6月30日 (RMB thousand) | | :--- | :--- | | Leased land | 73,419 | | Machinery and equipment | 121,442 | | Buildings | 1,621 | | **Total** | **196,482** | Lease Liabilities | Type | 2025年6月30日 (RMB thousand) | 2024年12月31日 (RMB thousand) | | :--- | :--- | :--- | | Current portion | 46,723 | 16,990 | | Non-current portion | 51,069 | 80,201 | | **Total** | **97,792** | **97,191** | [Reclamation Funds](index=43&type=section&id=Reclamation%20Funds) Reclamation funds refer to restricted cash allocated by the Group in banks and cash deposited with relevant authorities, designated for future environmental restoration and settlement of asset retirement obligations - Reclamation funds are restricted cash used for future environmental restoration and settlement of asset retirement obligations[106](index=106&type=chunk) [Inventories](index=43&type=section&id=Inventories) As of June 30, 2025, total inventories amounted to RMB61,537 thousand, primarily consisting of spare parts and consumables (RMB30,126 thousand) and coal (RMB33,221 thousand), with an impairment provision of RMB1,810 thousand recognized Composition of Inventories | Item | 2025年6月30日 (RMB thousand) | 2024年12月31日 (RMB thousand) | | :--- | :--- | :--- | | Spare parts and consumables | 30,126 | 29,679 | | Coal | 33,221 | 16,658 | | Less: Impairment provision | (1,810) | (1,810) | | **Total** | **61,537** | **44,527** | [Trade Receivables](index=43&type=section&id=Trade%20Receivables) As of June 30, 2025, net trade receivables were RMB30,067 thousand, with an impairment loss provision of RMB55,404 thousand, and RMB52.0 million in trade receivables were pledged to secure short-term loans Trade Receivables | Item | 2025年6月30日 (RMB thousand) | 2024年12月31日 (RMB thousand) | | :--- | :--- | :--- | | Trade receivables | 85,471 | 60,726 | | Less: Impairment loss provision | (55,404) | (55,404) | | **Net amount** | **30,067** | **5,322** | - **RMB52.0 million** of trade receivables were pledged to secure short-term loans[108](index=108&type=chunk) Aging Analysis of Trade Receivables | Aging | 2025年6月30日 (RMB thousand) | 2024年12月31日 (RMB thousand) | | :--- | :--- | :--- | | Within 3 months | 24,422 | 616 | | 3 to 6 months | 360 | 584 | | 6 to 12 months | 4,215 | 3,258 | | Over 12 months | 1,070 | 864 | | **Total** | **30,067** | **5,322** | [Prepayments and Other Receivables](index=45&type=section&id=Prepayments%20and%20Other%20Receivables) As of June 30, 2025, net current prepayments and other receivables were RMB100,215 thousand, with the non-current portion at RMB20,290 thousand, and total impairment provision amounted to RMB21,830 thousand Prepayments and Other Receivables | Type | 2025年6月30日 (RMB thousand) | 2024年12月31日 (RMB thousand) | | :--- | :--- | :--- | | Current portion | 100,215 | 78,055 | | Non-current portion | 20,290 | 22,764 | | **Total** | **120,505** | **100,819** | | Total impairment provision | (21,830) | (21,830) | [Cash and Cash Equivalents and Pledged Deposits](index=46&type=section&id=Cash%20and%20Cash%20Equivalents%20and%20Pledged%20Deposits) As of June 30, 2025, cash and cash equivalents were RMB3,145 thousand, and pledged deposits were RMB2,605 thousand, primarily frozen due to litigation, with most cash and deposits denominated in RMB Cash and Deposits | Item | 2025年6月30日 (RMB thousand) | 2024年12月31日 (RMB thousand) | | :--- | :--- | :--- | | Pledged deposits | 2,605 | 1,390 | | Cash and cash equivalents | 3,145 | 4,142 | | **Total** | **5,750** | **5,532** | - Pledged deposits were primarily frozen due to litigation[112](index=112&type=chunk) - Most cash and cash equivalents and pledged deposits are denominated in RMB[113](index=113&type=chunk) [Trade Payables](index=47&type=section&id=Trade%20Payables) As of June 30, 2025, total trade payables amounted to RMB908,307 thousand, including RMB557.1 million payable to construction-related contractors, with payables over two years constituting the largest portion Trade Payables | Item | 2025年6月30日 (RMB thousand) | 2024年12月31日 (RMB thousand) | | :--- | :--- | :--- | | Trade payables | 908,307 | 872,442 | | Of which: Amounts payable to construction-related contractors | 557,100 | 563,900 | Aging Analysis of Trade Payables | Aging | 2025年6月30日 (RMB thousand) | 2024年12月31日 (RMB thousand) | | :--- | :--- | :--- | | Within one year | 218,419 | 243,372 | | One to two years | 294,004 | 374,491 | | Over two years | 395,884 | 254,579 | | **Total** | **908,307** | **872,442** | [Other Payables and Accruals](index=48&type=section&id=Other%20Payables%20and%20Accruals) As of June 30, 2025, total other payables and accruals amounted to RMB1,446,137 thousand, primarily including deposits from contractors, social insurance payables, contract liabilities, and other taxes payable Composition of Other Payables and Accruals | Item | 2025年6月30日 (RMB thousand) | 2024年12月31日 (RMB thousand) | | :--- | :--- | :--- | | Deposits from contractors | 268,794 | 256,770 | | Social insurance payables | 126,750 | 110,706 | | Staff welfare payables | 97,180 | 86,965 | | Contract liabilities | 517,240 | 501,215 | | Other taxes payable | 131,963 | 124,917 | | Others | 283,684 | 178,465 | | **Total** | **1,446,137** | **1,278,383** | - Contract liabilities include short-term advances received for coal transportation, with Guizhou Puxin Energy Co., Ltd. having signed a coal sales contract with Guizhou Provincial Material Development and Investment Co., Ltd. and received an advance payment of **RMB200,000,000**[119](index=119&type=chunk) [Interest-Bearing Bank and Other Borrowings](index=49&type=section&id=Interest-Bearing%20Bank%20and%20Other%20Borrowings) As of June 30, 2025, total interest-bearing bank and other borrowings amounted to RMB1,676,664 thousand, with the current portion being RMB1,655,939 thousand, and several borrowings are guaranteed by Mr. Li Feilie and his associates and secured by Group assets, with approximately RMB605.7 million of borrowings overdue Interest-Bearing Bank and Other Borrowings | Type | 2025年6月30日 (RMB thousand) | 2024年12月31日 (RMB thousand) | | :--- | :--- | :--- | | Current portion | 1,655,939 | 1,686,588 | | Non-current portion | 20,725 | 33,908 | | **Total** | **1,676,664** | **1,720,496** | - Mr. Li Feilie has provided guarantees for the Group's borrowings up to **RMB1,463.1 million**, and fellow subsidiaries have also provided guarantees for borrowings up to **RMB1,484.1 million**[120](index=120&type=chunk) - Multiple borrowings are secured by the Group's mining rights, equity interests in subsidiaries, trade receivables, and mining structures, machinery, and equipment[122](index=122&type=chunk) - Approximately **RMB605.7 million** of interest-bearing bank and other borrowings are overdue, leading to the reclassification of some long-term borrowings as current liabilities[122](index=122&type=chunk) [Deferred Income](index=51&type=section&id=Deferred%20Income) As of June 30, 2025, deferred income was RMB8,933 thousand, a decrease from RMB10,318 thousand at the beginning of the period, primarily due to amortization of RMB1,385 thousand during the period Changes in Deferred Income | Item | 2025年6月30日 (RMB thousand) | 2024年12月31日 (RMB thousand) | | :--- | :--- | :--- | | Beginning of period/year | 10,318 | 12,903 | | Amortization during period/year | (1,385) | (2,585) | | **End of period/year** | **8,933** | **10,318** | [Asset Retirement Obligations](index=51&type=section&id=Asset%20Retirement%20Obligations) Asset retirement obligations are primarily related to coal mine closures, including dismantling mining structures and land reclamation, with the liability amounting to RMB17,476 thousand as of June 30, 2025 - Asset retirement obligations are primarily related to coal mine closures, including dismantling mining structures and land reclamation[124](index=124&type=chunk) Changes in Asset Retirement Obligation Liability | Item | Amount (RMB thousand) | | :--- | :--- | | January 1, 2024 | 15,790 | | Accretion expenses | 1,099 | | December 31, 2024 and January 1, 2025 | 16,889 | | Accretion expenses | 587 | | **June 30, 2025** | **17,476** | [Share Capital](index=52&type=section&id=Share%20Capital) As of June 30, 2025, the company's authorized share capital was 100,000,000,000 ordinary shares of HK$0.001 each, with 1,380,545,800 shares issued and fully paid, having a par value of RMB1,081 thousand Share Capital Information | Item | 2025年6月30日 (RMB thousand) | 2024年12月31日 (RMB thousand) | | :--- | :--- | :--- | | Authorized share capital | 79,960 | 79,960 | | Issued and fully paid share capital | 1,081 | 1,081 | [Commitments](index=52&type=section&id=Commitments) As of June 30, 2025, the Group's total contracted but unprovided capital commitments amounted to RMB28,763 thousand, primarily for construction and purchase of property, plant and equipment projects and capital contributions to associates Capital Commitments | Item | 2025年6月30日 (RMB thousand) | 2024年12月31日 (RMB thousand) | | :--- | :--- | :--- | | Construction and purchase of property, plant and equipment projects | 17,163 | 10,920 | | Capital contributions payable to associates | 11,600 | 11,600 | | **Total** | **28,763** | **22,520** | [Related Party Transactions](index=53&type=section&id=Related%20Party%20Transactions) The Group has transactions with related parties including office rent sharing, advances, and guarantees, with amounts payable to related companies at RMB254,812 thousand and to shareholders at RMB11,181 thousand as of June 30, 2025, and total key management personnel compensation of RMB1,373 thousand Related Party Transactions | Transaction Type | 2025年6月30日 (RMB thousand) | 2024年6月30日 (RMB thousand) | | :--- | :--- | :--- | | Office rent, fees and others paid to Anka Consultants Limited | 303 | 311 | | Share of office rent paid to Feishang Industrial | 51 | 82 | - Related party transactions were conducted in the ordinary course of business on normal commercial terms[129](index=129&type=chunk) Outstanding Balances with Related Parties | Item | 2025年6月30日 (RMB thousand) | 2024年12月31日 (RMB thousand) | | :--- | :--- | :--- | | Amounts payable to shareholder: Feishang Group Limited | 11,181 | 11,791 | | Amounts payable to related company: Feishang Industrial | 245,602 | 223,214 | | Amounts payable to related company: Anka Capital Limited | 9,210 | 8,173 | | **Total** | **266,003** | **243,178** | Key Management Personnel Compensation | Item | 2025年6月30日 (RMB thousand) | 2024年6月30日 (RMB thousand) | | :--- | :--- | :--- | | Wages, salaries, and allowances | 1,293 | 1,700 | | Contributions to pension schemes | 15 | 12 | | Housing provident fund | 55 | 62 | | Welfare and other expenses | 10 | 8 | | **Total** | **1,373** | **1,782** | [Fair Value and Fair Value Hierarchy of Financial Instruments](index=55&type=section&id=Fair%20Value%20and%20Fair%20Value%20Hierarchy%20of%20Financial%20Instruments) As of June 30, 2025, and December 31, 2024, the Group had no assets measured at fair value - As of **June 30, 2025**, and **December 31, 2024**, no assets were measured at fair value[133](index=133&type=chunk) [Events After the Reporting Period and Approval](index=55&type=section&id=Events%20After%20the%20Reporting%20Period%20and%20Approval) As of the date of this report, the Group had no significant events after the reporting period requiring disclosure, and the interim condensed consolidated financial information was approved and authorized for issue by the Board on August 29, 2025 - As of the date of this report, the Group had no significant events after the reporting period requiring disclosure[134](index=134&type=chunk) - The interim condensed consolidated financial information was approved and authorized for issue by the Board on **August 29, 2025**[135](index=135&type=chunk) [Summary of Mining Properties](index=56&type=section&id=Summary%20of%20Mining%20Properties) This section provides an overview of the Group's mining properties, including ownership interests, production dates, and reserve data [Mine Information and Reserve Data](index=56&type=section&id=Mine%20Information%20and%20Reserve%20Data) The Group owns four commercially producing coal mines: Baiping, Yongsheng, Dayun, and Liujiaba, along with the discontinued Gouchang Coal Mine, with total proved and probable reserves of 162.77 million tonnes as of June 30, 2025, and each mine incurred capital expenditure during the reporting period Overview of Mining Properties | Mine | Group's Interest Held | Initial Commercial Production Date | Proved and Probable Total Reserves as of June 30, 2025 (million tonnes) | Capital Expenditure for the Six Months Ended June 30, 2025 (RMB million) | | :--- | :--- | :--- | :--- | :--- | | Baiping Coal Mine | 70% | 2009年6月 | 18.87 | 0.8 | | Yongsheng Coal Mine | 70% | 2014年2月 | 43.06 | 14.8 | | Dayun Coal Mine | 100% | 2015年7月 | 91.20 | 2.8 | | Liujiaba Coal Mine | 100% | 2012年12月 | 9.64 | 10.7 | | Gouchang Coal Mine | 99% | N/A (Discontinued) | N/A (Used for Baiping Coal Mine) | N/A | - Gouchang Coal Mine has been closed in accordance with Guizhou Province's coal mine integration policy, and its remaining coal resources were utilized for Baiping Coal Mine in **2023**[138](index=138&type=chunk) - Reserve data as of **June 30, 2025**, has been adjusted and confirmed by the Group's internal experts in accordance with the **JORC Code**[138](index=138&type=chunk) - The Group had no exploration activities during the reporting period[138](index=138&type=chunk)

FSC C122893 CULTIVATING CULTURAL TOURISM EXCELLENCE 文旅之德 Shun Tak Group has been steadfast in its commitment to cultural tourism development, guided by the spirit of upholding tradition and moving forward with innovation. Driven by a mission to integrate culture and tourism, we seamlessly blend tradition with modernity to create a distinctive industry landscape. From infrastructure, transportation, and tourism facilities to cultural heritage preservation and the creation of innovative modern travel experien ...

目錄 | 公司資料 | 4 | | --- | --- | | 投資者關係 | 5 | | 財務摘要 | 6 | | 主席報告 | 7 | | 管理層討論及分析 | 11 | | 權益披露 | 26 | | 有關柬埔寨投資風險的獨立審閱 | 31 | | 企業管治及其他資料 | 35 | | 簡明綜合收益表 | 39 | | 簡明綜合全面收益表 | 40 | | 簡明綜合財務狀況表 | 41 | | 簡明綜合權益變動表 | 43 | | 簡明綜合現金流量表 | 45 | | 簡明綜合財務報表附註 | 46 | 頁次 金界控股有限公司 2025中期報告 3 公司資料 金界控股有限公司（「金界控股」或「本公司」，連同其附屬公司，「本集團」）是柬埔寨最大的綜合度 假村營運商。本公司於二零零六年在香港聯合交易所有限公司（「聯交所」）主板上市（股份代號： 3918）。金界控股是在柬埔寨經營業務的首家上市公司，以及首家在聯交所進行首次公開招股的 博彩類公司。我們的旗艦店 NagaWorld是金邊唯一一家綜合式酒店及娛樂城，持有為期達七十 年至二零六五年的賭場牌照，並享有在金邊方圓 200公里範圍（柬越邊境地區、Bokor ...

2025 INTERIM REPORT 中期報告 2025 INTERIM REPORT 中期報告 Contents 目錄 Interim Report 2025 二零二五年中期報告 1 2 Corporate Information 企業資料 4 Performance Highlights 業績聚焦 5 Management Discussion and Analysis 管理層討論及分析 16 Directors 董事 17 Corporate Governance and Other Information 企業管治及其他資料 24 Report on Review of Interim Financial Information 中期財務資料的審閱報告 26 Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income 簡明綜合損益及其他全面收入表 27 Condensed Consolidated Statement of Financial Position 簡明綜合財務狀況表 29 Conde ...

（於百慕達註冊成立之有限公司） （股份代號：979） 香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈的內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公佈全部或任 何部份內容而產生或因倚賴該等內容而引致的任何損失承擔任何責任。 GREEN ENERGY GROUP LIMITED 綠色能源科技集團有限公司 * 盧金榮 太平紳士 香港，二零二五年九月十八日 澄清公佈 有關截至二零二四年六月三十日止年度之年報之 補充公佈 謹此提述綠色能源科技集團有限公司（「本公司」）日期為二零二五年五月二十九日 之補充公佈（「補充公佈」），內容有關截至二零二四年六月三十日止年度之年報（「年 報」）。除另有說明者外，於本公佈內所採用之詞彙與年報及補充公佈內所界定者 具有相同涵義。 本公司謹此澄清，補充公佈中出現下列無心之排印錯誤： 於二零二三年七月一日及二零二四年六月三十日，根據該計劃可供授出的購股權 數目應為94,692,817份（而非補充公佈所披露的91,467,817份）。於年報日期（即二 零二四年九月二十七日），根據該計劃可供發行的股份總數應為94,692,817股（而 非補充公佈所披露 ...

於中華人民共和國註冊成立的股份有限公司 中 期 報 告 2025 目錄 2 釋義 5 公司資料 7 管理層討論與分析 17 其他資料 23 簡明合併財務報表審閱報告 24 簡明合併損益及其他綜合收益表 25 簡明合併財務狀況表 27 簡明合併權益變動表 28 簡明合併現金流量表 30 簡明合併財務資料附註 釋義 在本報告中，除非文義另有所指，下列詞語具有如下含義： 「2024年度股東會」 本公司於2025年6月26日（星期四）召開及舉行之2024年度股東會或其續會 「廣告業務」 本集團於濟菏高速沿路的廣告板租賃及該等廣告板業務刊發服務 「控股股東」 具有《上市規則》賦予該詞彙的涵義 「《企業管治守則》」 載於《上市規則》附錄C1的《企業管治守則》 「德上及莘南高速」 德上高速（聊城至范縣段）和莘南高速的合稱 「德上高速（聊城至范縣段）」 一條起始於山東省聊城市高速西環，終於莘縣古城鎮與范縣顏村舖鄉交界處 （魯豫界）、接德上高速公路河南省范縣段的高速公路，路線全長約68.942公 里 「董事」 本公司董事 「ETC」 使用自動車輛識別技術以電子方式收取通行費而毋須停車付款的電子收費系 統 「高速公路業務」 我們 ...

[Company Profile](index=2&type=section&id=%E5%85%AC%E5%8F%B8%E7%B0%A1%E4%BB%8B) Agile Group Holdings Limited, listed on **December 5, 2019**, operates in property development, hotel, property management, and commercial property investment - Agile Group Holdings Limited was listed on the Stock Exchange on **December 5, 2019**[6](index=6&type=chunk) - The company primarily operates four businesses: property development and sales, hotel operations, property management, and commercial property investment[6](index=6&type=chunk) - As of **June 30, 2025**, the Group's total land bank had a gross floor area of approximately **3.51 million square meters**[6](index=6&type=chunk) [Company Information](index=4&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99) This section provides essential company information, including board members, committee compositions, and auditor details - Board members include non-executive, executive, and independent non-executive directors, with Mr. Shi Liqian appointed as Chairman on **June 6, 2025**[8](index=8&type=chunk) - The composition of the company's audit, remuneration, and nomination committees is specified[8](index=8&type=chunk) - The company's auditor is Deloitte Touche Tohmatsu Certified Public Accountants LLP[11](index=11&type=chunk) - The company's ordinary shares (stock code: **2231**) are listed on the Main Board of The Stock Exchange of Hong Kong Limited[11](index=11&type=chunk) [Chairman's Report](index=6&type=section&id=%E4%B8%BB%E5%B8%AD%E5%A0%B1%E5%91%8A) The Chairman's Report details the Group's H1 2025 strategy and performance amidst a challenging real estate market - In the first half of 2025, global economic slowdown, a persistent downturn in China's real estate market, and weakened policy transmission effects were observed[16](index=16&type=chunk)[17](index=17&type=chunk) - The Group's primary objectives are to 'ensure operations, guarantee delivery, and mitigate risks,' actively responding to challenges[17](index=17&type=chunk) Key Financial and Operating Indicators for H1 2025 (YoY) | Indicator | H1 2025 (RMB million) | H1 2024 (RMB million) | YoY Change | | :--- | :--- | :--- | :--- | | Contracted Sales Amount | RMB 210.4 million | RMB 323.6 million | Down 35% | | Contracted Sales GFA (square meters) | Approx. 52,000 square meters | Approx. 35,000 square meters | Growth 48.6% | | Recognized Revenue | RMB 425.2 million | RMB 2,304.0 million | Down 81.5% | | Loss for the Period | RMB 190.6 million | RMB 182.4 million | Loss widened | | Loss Attributable to Owners of the Company | RMB 142.6 million | RMB 262.9 million | Loss narrowed | - The Board resolved not to declare an interim dividend for the six months ended **June 30, 2025**[18](index=18&type=chunk) - The Group enhanced capital liquidity and improved its debt structure through bundled property sales, disposal of non-core assets, extension of financing debts, and reduction of operating and management costs[18](index=18&type=chunk) - Looking ahead to the second half of 2025, China's real estate market is expected to continue its recovery, with macro policies remaining actively accommodative, though market expectations for improvement are not significant, maintaining a slow recovery[21](index=21&type=chunk) [Management Discussion and Analysis](index=10&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E8%88%87%E5%88%86%E6%9E%90) This chapter analyzes the Group's operating strategies, financial performance, liquidity, and risk management in a complex market environment [Business and Financial Review](index=10&type=section&id=%E6%A5%AD%E5%8B%99%E5%8F%8A%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) This section details the Group's H1 2025 business and financial performance, noting an **81.5% revenue decrease** and liquidity challenges with a **net gearing ratio rising to 332.5%** - Overall contracted sales decreased by **35.0% year-on-year**, with contracted GFA increasing by **48.6%**, but average selling price significantly declined[24](index=24&type=chunk) - Recognized revenue decreased by **81.5% year-on-year** to **RMB 425.2 million**[24](index=24&type=chunk)[25](index=25&type=chunk) Key Financial Indicators for H1 2025 (YoY) | Indicator | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | YoY Change | | :--- | :--- | :--- | :--- | | Recognized Revenue | 425,200 | 2,304,000 | -81.5% | | Operating Loss | (117,800) | (174,100) | Loss narrowed | | Loss for the Period | (190,600) | (182,400) | Loss widened | | Loss Attributable to Owners of the Company | (142,600) | (262,900) | Loss narrowed | | Basic and Diluted Loss Per Share (RMB) | (0.09) | (0.16) | Loss narrowed | Revenue by Business Segment (H1 2025 vs H1 2024) | Business Segment | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | YoY Change | | :--- | :--- | :--- | :--- | | Property Development and Sales | 384,300 | 2,250,400 | -82.9% | | Hotel Operations | 17,300 | 33,600 | -48.5% | | Property Management | 23,100 | 17,100 | +35.1% | | Commercial Property Investment | 500 | 2,900 | -82.8% | - The decrease in property development and sales revenue was primarily due to a decline in recognized average selling price from **RMB 13,831 per square meter** to **RMB 4,918 per square meter**[26](index=26&type=chunk) - The decline in hotel operations revenue was mainly due to the closure of Zhuosidao Hotel in **November 2024**[28](index=28&type=chunk) - Property management revenue growth was primarily driven by the stable increase in total gross floor area under management[29](index=29&type=chunk) Changes in Costs and Expenses (H1 2025 vs H1 2024) | Indicator | H1 2025 (RMB thousand) | H1 2024 (RMB thousand) | YoY Change | | :--- | :--- | :--- | :--- | | Cost of Sales | 394,700 | 2,090,300 | -81.1% | | Gross Profit Before Impairment | 30,500 | 213,700 | -85.7% | | Gross Profit Margin Before Impairment | 7.2% | 9.3% | -2.1 percentage points | | Net Impairment Loss on Completed Properties Held for Sale and Properties Under Development | 73,700 | 165,800 | -55.6% | | Selling and Marketing Expenses | 29,400 | 110,100 | -73.3% | | Administrative Expenses | 20,600 | 36,700 | -43.9% | | Net Other Income/(Loss) | 31,600 (income) | (10,800) (loss) | Turned to income | | Net Finance Costs | 45,500 | 17,000 | +167.7% | - The decline in gross profit margin for property development and sales was mainly due to weak sales in China's real estate sector, leading to lower average selling prices to accelerate sales[32](index=32&type=chunk) - Net other income turned into income, primarily due to the reversal of legal expenses related to the forced auction of a building and an increase of **RMB 33.2 million** in gains from disposal of investment properties and property, plant and equipment[36](index=36&type=chunk) Cash Position and Borrowings (As of June 30, 2025 vs December 31, 2024) | Indicator | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Total Cash and Bank Balances | 128,400 | 154,900 | | Restricted Cash | 87,400 | 133,800 | | Unutilized Bank Facilities | 302,500 | 340,500 | | Total Interest-Bearing Borrowings and Senior Notes | 3,296,500 | 3,252,500 | | Of which included in current liabilities | 3,296,500 | 2,672,500 | - As of **June 30, 2025**, borrowings with a principal amount of **RMB 604.2 million** were overdue, leading to **RMB 1,037.8 million** in borrowings being deemed cross-defaulted, totaling **RMB 1,774.0

Financial Performance - For the six months ended June 30, 2025, the company reported a revenue of HKD 419,441,000, an increase from HKD 417,695,000 in the same period of 2024, representing a growth of approximately 1.0%[2] - The company incurred a loss from continuing operations of HKD 46,806,000 for the current period, compared to a loss of HKD 43,475,000 for the same period last year, indicating a deterioration of about 7.0%[3] - The net loss attributable to the company's shareholders was HKD 46,806,000, slightly improved from a loss of HKD 47,787,000 in the previous year[4] - The total comprehensive loss for the period was HKD 42,792,000, compared to a loss of HKD 47,877,000 in the previous year, indicating an improvement of approximately 10.5%[4] - The basic loss per share for the current period was HKD 15.54, slightly better than HKD 15.86 in the same period last year[3] - The company reported a pre-tax loss of HKD 16,316,000 for the six months ended June 30, 2025, slightly down from HKD 16,891,000 in 2024[22] - The group reported a net loss of approximately HKD 46,806,000 for the six months ended June 30, 2025, compared to a net loss of HKD 47,787,000 for the same period in 2024[11] - The group recorded a net comprehensive loss of HKD 46,800,000 for the period, compared to a loss of HKD 47,800,000 in the same period of 2024[52] Asset and Liability Management - Total assets as of June 30, 2025, amounted to HKD 658,990,000, compared to HKD 468,445,000 as of December 31, 2024, representing a 40.6% increase[5] - Total liabilities increased from HKD 921,635,000 to HKD 584,698,000, indicating a decrease of 36.5%[6] - Non-current liabilities decreased from HKD 64,630,000 to HKD 189,636,000, reflecting a significant reduction of 65.9%[6] - Current liabilities, including customer deposits, rose from HKD 513,024,000 to HKD 313,132,000, showing a 63.1% increase[5] - The company's equity attributable to shareholders decreased from HKD 33,392,000 to HKD 76,184,000, a decline of 56.1%[6] - As of June 30, 2025, the group's current liabilities exceeded its current assets by approximately HKD 262,645,000[11] - The total bank loans and overdrafts due within one year amounted to HKD 185,158,000, slightly down from HKD 187,316,000 as of December 31, 2024, reflecting a decrease of about 1%[38] Revenue Sources - The group's total revenue for the six months ended June 30, 2025, was HKD 19,441,000, an increase from HKD 17,695,000 in 2024[17] - Customer contract income totaled HKD 9,200,000 for the six months ended June 30, 2025, up from HKD 7,693,000 in 2024, reflecting a growth of about 19.6%[19] - The income from commission and management fees was HKD 7,271,000 for the six months ended June 30, 2025, compared to HKD 5,171,000 in 2024, marking a significant increase of approximately 40.6%[19] - Interest income from loans and trade receivables increased to HKD 3,048,000 in 2025 from HKD 2,463,000 in 2024, showing a growth of around 24%[18] - The total rental income for the six months ended June 30, 2025, was HKD 3,522,000, compared to HKD 3,306,000 in 2024, reflecting an increase of about 6.5%[18] Cash Flow and Financing Activities - The company reported a net cash flow of HKD 9,766 million for the six months ended June 30, 2025, compared to HKD 20,237 million in the previous year, indicating a decrease of approximately 52.2%[8] - The company’s operating cash flow was HKD 4,415 million, down from HKD 28,485 million year-over-year, representing a significant decline of approximately 84.5%[8] - The company incurred a total of HKD 4,000 million in repayments of bank loans during the period, which was a new financial strategy to manage debt[8] - The company’s investment activities resulted in a net cash outflow of HKD 165 million, compared to an inflow of HKD 603 million in the previous year, indicating a shift in investment strategy[8] - The company’s financing activities generated HKD 13,888 million in new bank borrowings, a decrease from HKD 20,382 million in the previous year, reflecting a more conservative approach to financing[8] Strategic Initiatives - The company plans to focus on expanding its market presence and enhancing its product offerings in the upcoming quarters[2] - The management highlighted ongoing efforts in research and development to innovate new financial products and services[2] - The company aims to improve operational efficiency and reduce costs in response to the declining cash flow trends observed in the current reporting period[9] - The company plans to launch new services related to the Hong Kong immigration process for applicants from mainland China, expected to generate additional revenue in the second half of 2025[69] - The company aims to enhance its core business activities while expanding into travel arrangements and overseas conference services, leveraging existing management expertise and client networks[69] Shareholder and Equity Information - As of June 30, 2025, Mr. Ng holds a total equity interest of approximately 29.52% in the company, with 88,937,607 shares[72] - The company has issued a total of 301,277,070 ordinary shares, with no change from the previous period ending December 31, 2024[77] - Major shareholders include Parkfield Holdings Limited with 44,623,680 shares (14.81% of total issued shares) and Fung Shing Group Limited with 23,526,030 shares (7.81% of total issued shares)[79] - The company has a share reward plan with a budget of up to HKD 20,000,000 for purchasing its own shares[81] Corporate Governance and Compliance - The company’s financial statements were reviewed by the audit committee, ensuring compliance with the relevant accounting standards[9] - The audit committee, consisting of three independent non-executive directors, reviewed the unaudited interim results for the year 2025[106] - The interim results announcement has been published on the Hong Kong Stock Exchange website and the company's website[107]

[Company Information](index=3&type=section&id=Company%20Information) This chapter provides fundamental company information for Midland Holdings Limited and its subsidiaries, including board members, committees, registered offices, auditors, and key financial institutions - Midland Holdings Limited is a limited liability company incorporated in Bermuda and listed on the Main Board of The Stock Exchange of Hong Kong Limited[65](index=65&type=chunk) - The Board of Directors includes Executive Directors Mr. Wong Kin Yip (Chairman), Ms. Wong Ching Yi (Deputy Chairman and Managing Director), Mr. Sze Ka Ming (Chief Financial Officer), and Independent Non-executive Directors Mr. Ho Kwan Tat, Mr. Suen Tak Chai, and Mr. Chan Nim Leung[4](index=4&type=chunk) - The company's auditor is PricewaterhouseCoopers, with principal bankers including Bank of China (Hong Kong) Limited, Hang Seng Bank Limited, and The Hongkong and Shanghai Banking Corporation Limited[5](index=5&type=chunk) [Chairman's Statement](index=4&type=section&id=Chairman's%20Statement) The Chairman's Statement reviews Midland Holdings' performance for the six months ended June 30, 2025, the Hong Kong property market, future outlook, and expresses gratitude to the team [Performance Review](index=4&type=section&id=Performance%20Review) This section reviews Midland Holdings' performance for the six months ended June 30, 2025, and the Hong Kong property market conditions, noting a 13% decrease in profit attributable to equity holders Midland Holdings Interim Performance Overview | Indicator | H1 2025 (HKD) | H1 2024 (HKD) | Year-on-year change | | :--- | :--- | :--- | :--- | | Profit attributable to equity holders | 151 million | 174 million | -13% | - Hong Kong's property market transactions remained volatile, starting low in early year, becoming active in February-March, briefly declining in April due to escalating US-China trade tensions, and rebounding in May driven by a sharp drop in HIBOR[8](index=8&type=chunk) - Transaction volume for primary residential properties reached a six-year high, with potential new supply decreasing from a peak of 112,000 units to 105,000 units in Q1 this year[8](index=8&type=chunk) - Overall residential property registrations increased, but total transaction value decreased by **20%**, primarily due to a significant reduction in stamp duty for properties priced at HKD 4 million or below to HKD 100, boosting sales of smaller units[9](index=9&type=chunk) - The rental market showed strong resilience, with a significant increase in non-local students and dependents of talent scheme applicants driving up housing demand, leading to rising rents and a "cheaper to buy than rent" phenomenon due to falling interest rates[10](index=10&type=chunk) [Outlook](index=5&type=section&id=Outlook) This section forecasts global and Hong Kong economic and property market prospects, anticipating a moderate rise in property prices in the second half of the year despite global uncertainties - The global economic outlook is increasingly uncertain due to unpredictable US trade and foreign policies and escalating geopolitical risks[11](index=11&type=chunk) Mainland China Economic Indicators | Indicator | Q1 2025 | Q2 2025 | June 2025 CPI (YoY) | | :--- | :--- | :--- | :--- | | Gross Domestic Product (GDP) Growth | 5.4% | 5.2% | - | | Consumer Price Index (CPI) Growth | - | - | 0.1% | - Hong Kong's financial market stood out as a safe haven for capital, becoming the top choice globally for new stock listings in H1 2025, surpassing Wall Street[12](index=12&type=chunk) - Tourism flourished, with visitor arrivals in H1 2025 increasing by **12%** compared to H1 2024, and Kai Tak Sports Park and West Kowloon Cultural District expected to further boost tourism and entertainment industries[13](index=13&type=chunk) - Hong Kong's status as an education hub was strengthened, with five universities ranking among the top 100 globally, and the government easing procedures for converting hotels and commercial buildings into student dormitories to address accommodation shortages[15](index=15&type=chunk) Hong Kong Property and Rental Market Performance | Indicator | H1 2025 Change | H1 2024 Change | | :--- | :--- | :--- | | Property Prices | Decreased by 0.6% | Decreased by 2.9% | | Rents | Increased by 1.17% | - | - Falling HIBOR made mortgage rates more attractive, dropping below rental yields for small units, making homeownership more appealing than renting[16](index=16&type=chunk) - The Hong Kong government and the Central Government discussed establishing a "Property Connect" mechanism, similar to "Stock Connect," which is expected to boost demand for high-end properties, though short-term selling pressure is unlikely to significantly abate[16](index=16&type=chunk) [Acknowledgement](index=6&type=section&id=Acknowledgement) The Chairman extends sincere gratitude to the group's team, clients, and partners for their contributions and resilience over the past year - The Chairman thanked the team for overcoming challenges and adapting flexibly over the past year, and expressed gratitude to clients and partners for their long-term trust and support[17](index=17&type=chunk) - The Group looks forward to continuing its pursuit of excellence and is confident in sustaining its strong performance in the coming year[18](index=18&type=chunk) [Strategic Review and Planning](index=7&type=section&id=Strategic%20Review%20and%20Planning) This chapter reviews Midland Holdings' strategic implementation and future plans for H1 2025, focusing on productivity, operational efficiency, and technology investment amidst market changes - The Group continued to focus on improving overall operational productivity, with strategic restructuring and enhancement measures by the management team in 2024 showing effectiveness, as the Group's performance remained unaffected by reduced property transaction values[20](index=20&type=chunk) - Mainland China operations remained profitable in H1 2025, building on the strong performance of turning losses into profits in 2024[20](index=20&type=chunk) - In response to evolving industry dynamics (continuous decline in licensed property agents and branch numbers), the Group focused on streamlining its existing footprint, strategically managing branch sizes, and continuously investing in technology to enhance online and offline services[21](index=21&type=chunk) - The Group strengthened customer relationships and aimed to convert tenants into buyers by partnering with Standard Chartered Bank to launch a credit card payment plan for rental deposits and advance payments, and by offering free "Midland Rent-Free Insurance" to property investment clients[22](index=22&type=chunk) - Looking ahead, the Group remains cautiously optimistic about the Hong Kong property market outlook and will actively implement measures to boost local residents' confidence and demand for homeownership[23](index=23&type=chunk) [Management Discussion and Analysis](index=8&type=section&id=Management%20Discussion%20and%20Analysis) This chapter provides a financial review and employee information for Midland Holdings for the six months ended June 30, 2025, highlighting strong liquidity and details on legal proceedings [Financial Review](index=8&type=section&id=Financial%20Review) This section details Midland Holdings' liquidity, financial resources, borrowing, loan portfolio, and contingent liabilities, noting increased cash and no interest-bearing borrowings Liquidity and Financial Resources | Indicator | June 30, 2025 (HKD '000) | December 31, 2024 (HKD '000) | | :--- | :--- | :--- | | Cash and bank balances | 722,164 | 711,127 | | Interest-bearing borrowings | 0 | 0 | | Total debt-to-asset ratio | 0% | 0% | | Current ratio | 1.3 | 1.2 | | Return on equity | 13.25% | 20.74% | | Undrawn borrowing facilities | 1,168,000 | 1,168,000 | | Carrying amount of pledged trade receivables | 2,936,433 | 3,286,341 | Loan Portfolio and Lending Business Information | Indicator | June 30, 2025 (HKD '000) | December 31, 2024 (HKD '000) | | :--- | :--- | :--- | | Loans receivable (to employees) | 1,958 | 413 | | Number of outstanding loan balances | 4 | 5 | | Largest outstanding loan receivable | 1,246 (64%) | - | | Impairment loss on loans during the period | Nil | Nil | - The Group's principal operations are in Hong Kong, with monetary assets and liabilities primarily denominated in HKD; however, due to RMB-denominated assets and liabilities of Mainland China subsidiaries, the Group faces RMB exchange rate risk and currently has no hedging measures in place[28](index=28&type=chunk) - The Group is involved in legal proceedings with the Competition Commission, accused of violating the Competition Ordinance. The company has applied for judicial review and a permanent stay of proceedings, with a judgment expected by September 30, 2025. Due to the high uncertainty of the case, the Group has not made any provisions[34](index=34&type=chunk)[36](index=36&type=chunk) [Employee Information](index=10&type=section&id=Employee%20Information) This section provides Midland Holdings' employee numbers, remuneration policies, and benefits, noting a slight increase in full-time employees and comprehensive compensation packages Employee Headcount | Category | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total full-time employees | 4,640 | 4,593 | | Sales agents | 4,019 | - | | Office back-office staff | 409 | - | | Front-line support staff | 212 | - | - The Group's employee remuneration policy is determined by industry practice, individual performance, qualifications, and experience, offering discretionary bonuses, profit-linked incentives, and share options[37](index=37&type=chunk) - The Group provides employees with education allowances, medical and retirement benefits, and regularly offers internal and external training and development programs[37](index=37&type=chunk) [Other Information](index=11&type=section&id=Other%20Information) This chapter discloses various important information for Midland Holdings for H1 2025, including directors' and major shareholders' interests, share option schemes, share repurchases, and corporate governance compliance [Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures](index=11&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests%20and%20Short%20Positions%20in%20Shares,%20Underlying%20Shares%20and%20Debentures) This section discloses the long positions of Midland Holdings' directors and chief executive in the company's shares and underlying shares as of June 30, 2025 Directors' and Chief Executive's Long Positions in the Company's Shares and Underlying Shares | Name of Director | Number of ordinary shares (Corporate interest) | Number of underlying shares (Personal interest) | Total | Approximate percentage of the Company's issued voting shares | | :--- | :--- | :--- | :--- | :--- | | Mr. Wong Kin Yip | 265,525,824 | 4,587,150 | 270,112,974 | 37.68% | | Ms. Wong Ching Yi | – | 4,587,150 | 4,587,150 | 0.64% | - Underlying shares refer to interests held by directors due to granted share options of the Company, which are unlisted physically settled derivatives[39](index=39&type=chunk) - Mr. Wong Kin Yip's corporate interest is held by Sunluck Services Limited, which is indirectly wholly owned by Mr. Wong Kin Yip through his wholly-owned company, Southern Field Trading Limited[39](index=39&type=chunk) [Directors' Rights to Acquire Shares or Debentures](index=12&type=section&id=Directors'%20Rights%20to%20Acquire%20Shares%20or%20Debentures) This section confirms that neither Midland Holdings nor its subsidiaries were party to any arrangements enabling directors to acquire benefits by purchasing shares or debentures during the interim period - During the interim period, neither the Company nor any of its subsidiaries was a party to any arrangement that would enable directors to acquire benefits by purchasing shares or debentures of the Company or any other body corporate[41](index=41&type=chunk) [Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares](index=12&type=section&id=Substantial%20Shareholders'%20and%20Other%20Persons'%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares) This section discloses the interests and short positions of substantial shareholders and other persons in Midland Holdings' shares and underlying shares as of June 30, 2025 Interests of Substantial Shareholders and Other Persons in the Company's Shares and Underlying Shares | Name of Substantial Shareholder | Number of ordinary shares/underlying shares | Capacity/Nature of interest | Approximate percentage of the Company's issued voting shares | | :--- | :--- | :--- | :--- | | Ms. Tang Mei Lai | 270,112,974 (L) | Interest of spouse/Family interest | 37.68% | | Southern Field | 265,525,824 (L) | Interest in controlled corporation/Corporate interest | 37.04% | | Sunluck | 265,525,824 (L) | Beneficial owner/Beneficial interest | 37.04% | | Sun Life Financial, Inc. | 47,984,100 (L) | Interest in controlled corporation/Corporate interest | 6.69% | | Massachusetts Financial Services Company | 42,627,000 (L) | Investment manager/Other interest | 5.94% | | Moerus Capital Management LLC | 38,650,000 (L) | Investment manager/Other interest | 5.39% | | Lam Yuen Hing | 27,625,000 (L) | Beneficial owner/Beneficial interest | 3.85% | - Ms. Tang Mei Lai's interests include ordinary shares indirectly held by her spouse, Mr. Wong Kin Yip, and underlying shares held due to share options[45](index=45&type=chunk) - Sun Life Financial, Inc. indirectly holds share interests through its subsidiary, Massachusetts Financial Services Company[43](index=43&type=chunk)[45](index=45&type=chunk) [Share Option Scheme](index=14&type=section&id=Share%20Option%20Scheme) This section provides details of Midland Holdings' share option scheme, adopted on June 23, 2016, including outstanding options and their exercise prices and periods - The Share Option Scheme was adopted at the Annual General Meeting on June 23, 2016[47](index=47&type=chunk) Changes in Directors' Share Options | Name | Date of Grant | Exercise Price per Share (HKD) | Balance outstanding at January 1, 2025 | Balance outstanding at June 30, 2025 | Exercise Period | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr. Wong Kin Yip | January 17, 2020 | 1.09 | 4,587,150 | 4,587,150 | January 17, 2021 to January 16, 2028 | | Ms. Wong Ching Yi | January 17, 2020 | 1.09 | 4,587,150 | 4,587,150 | January 17, 2021 to January 16, 2028 | | **Total** | - | - | **9,174,300** | **9,174,300** | - | - The vesting period for share options runs from the date of grant until the commencement of the exercise period[49](index=49&type=chunk) - As of January 1, 2025, and June 30, 2025, the total number of share options that could be granted under the scheme mandate of the Share Option Scheme was **26,728,000** shares[49](index=49&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=15&type=section&id=Purchase,%20Sale%20or%20Redemption%20of%20the%20Company's%20Listed%20Securities) This section discloses Midland Holdings' repurchase and cancellation of 190,000 shares in January 2025, aimed at enhancing shareholder value and net asset value per share Details of Share Repurchases | Month of Repurchase | Number of shares repurchased | Highest price paid per share (HKD) | Lowest price paid per share (HKD) | Total consideration (HKD) | | :--- | :--- | :--- | :--- | :--- | | January | 190,000 | 0.83 | 0.82 | 156,800 | - The repurchased shares were cancelled on February 26, 2025, aiming to enhance shareholder value and the Company's net asset value and/or its earnings per share[50](index=50&type=chunk) - Save as disclosed above, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the interim period[50](index=50&type=chunk) [Interim Dividend](index=15&type=section&id=Interim%20Dividend) This section states that Midland Holdings' Board of Directors will not declare an interim dividend for the six months ended June 30, 2025, consistent with the prior year - The Board of Directors will not declare an interim dividend for the six months ended June 30, 2025 (for the six months ended June 30, 2024: nil)[51](index=51&type=chunk) [Review of Financial Statements](index=15&type=section&id=Review%20of%20Financial%20Statements) This section indicates that Midland Holdings' Audit Committee has reviewed and discussed the unaudited condensed consolidated interim financial information with management - The Company's Audit Committee has reviewed and discussed with management the Group's unaudited condensed consolidated interim financial information for the interim period, and has also reviewed this interim results report[52](index=52&type=chunk) [Corporate Governance](index=15&type=section&id=Corporate%20Governance) This section confirms Midland Holdings' continuous compliance with all applicable code provisions of the Corporate Governance Code during the interim period - The Company has complied with all applicable code provisions of the Corporate Governance Code set out in Appendix C1 to the Listing Rules throughout the interim period[53](index=53&type=chunk) [Code for Securities Transactions by Directors](index=15&type=section&id=Code%20for%20Securities%20Transactions%20by%20Directors) This section states that Midland Holdings has adopted its own code for directors' securities transactions, which is no less stringent than the Model Code, and all directors confirmed compliance - The Company has adopted its own code of conduct for directors' securities transactions, with terms no less stringent than those required by the Model Code[54](index=54&type=chunk) - All directors have confirmed their compliance with the standards set out in the Model Code and the Company's code of conduct for directors' securities transactions at all applicable times during the interim period[54](index=54&type=chunk) [Unaudited Condensed Consolidated Statement of Profit or Loss](index=16&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss) This chapter presents Midland Holdings' unaudited condensed consolidated statement of profit or loss for the six months ended June 30, 2025, showing a decrease in revenue and profit attributable to equity holders Key Data from Condensed Consolidated Statement of Profit or Loss | Indicator | H1 2025 (HKD '000) | H1 2024 (HKD '000) | | :--- | :--- | :--- | | Revenue | 2,517,917 | 3,318,795 | | Rebates | (966,748) | (1,519,647) | | Staff costs | (1,071,278) | (1,228,067) | | Operating profit | 178,882 | 214,549 | | Finance costs | (8,967) | (15,831) | | Profit before tax | 177,626 | 206,410 | | Income tax expense | (26,236) | (32,343) | | Profit for the period attributable to equity holders of the Company | 151,390 | 174,067 | | Basic and diluted earnings per share (HK cents) | 21.12 | 24.27 | [Unaudited Condensed Consolidated Statement of Comprehensive Income](index=17&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Comprehensive%20Income) This chapter presents Midland Holdings' unaudited condensed consolidated statement of comprehensive income for the six months ended June 30, 2025, detailing profit and other comprehensive losses Key Data from Condensed Consolidated Statement of Comprehensive Income | Indicator | H1 2025 (HKD '000) | H1 2024 (HKD '000) | | :--- | :--- | :--- | | Profit for the period | 151,390 | 174,067 | | Fair value change of financial assets at fair value through other comprehensive income | (4) | (1) | | Exchange differences on translation of foreign operations | (2,055) | 8,066 | | Other comprehensive (loss)/income for the period (net of tax) | (2,059) | 8,065 | | Total comprehensive income for the period attributable to equity holders of the Company (net of tax) | 149,331 | 182,132 | [Unaudited Condensed Consolidated Statement of Financial Position](index=18&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) This chapter provides Midland Holdings' unaudited condensed consolidated statement of financial position as of June 30, 2025, showing total assets, equity, and liabilities Key Data from Condensed Consolidated Statement of Financial Position | Indicator | June 30, 2025 (HKD '000) | December 31, 2024 (HKD '000) | | :--- | :--- | :--- | | **Assets** | | | | Non-current assets | 419,812 | 380,338 | | Current assets | 4,001,803 | 4,327,971 | | **Total assets** | **4,421,615** | **4,708,309** | | **Equity** | | | | Total equity | 1,142,888 | 993,714 | | **Liabilities** | | | | Non-current liabilities | 141,088 | 102,544 | | Current liabilities | 3,137,639 | 3,612,051 | | **Total liabilities** | **3,278,727** | **3,714,595** | | **Total equity and liabilities** | **4,421,615** | **4,708,309** | - As of June 30, 2025, cash and cash equivalents amounted to **HKD 722,164 thousand**, an increase from HKD 711,127 thousand as of December 31, 2024[59](index=59&type=chunk) - Trade and other receivables amounted to **HKD 3,279,176 thousand**, a decrease from HKD 3,616,173 thousand as of December 31, 2024[59](index=59&type=chunk) - Trade and other payables amounted to **HKD 2,937,696 thousand**, a decrease from HKD 3,443,571 thousand as of December 31, 2024[60](index=60&type=chunk) [Unaudited Condensed Consolidated Statement of Changes in Equity](index=20&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) This chapter presents Midland Holdings' unaudited condensed consolidated statement of changes in equity for the six months ended June 30, 2025, detailing movements in total equity Key Data from Condensed Consolidated Statement of Changes in Equity | Indicator | January 1, 2025 (HKD '000) | June 30, 2025 (HKD '000) | | :--- | :--- | :--- | | Share capital | 71,709 | 71,690 | | Share premium | 222,235 | 222,097 | | Reserves | 699,770 | 849,101 | | **Total equity** | **993,714** | **1,142,888** | | Profit for the period | - | 151,390 | | Other comprehensive loss | - | (2,059) | | Cancellation of repurchased shares | - | (157) | - Profit for the period of **HKD 151,390 thousand** was the primary driver of the increase in equity[62](index=62&type=chunk) - Cancellation of repurchased shares resulted in a decrease of **HKD 19 thousand** in share capital and **HKD 138 thousand** in share premium[62](index=62&type=chunk) [Unaudited Condensed Consolidated Statement of Cash Flows](index=21&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) This chapter presents Midland Holdings' unaudited condensed consolidated statement of cash flows for the six months ended June 30, 2025, detailing cash movements from operating, investing, and financing activities Key Data from Condensed Consolidated Statement of Cash Flows | Indicator | H1 2025 (HKD '000) | H1 2024 (HKD '000) | | :--- | :--- | :--- | | Net cash inflow from operating activities | 145,592 | 94,642 | | Net cash (outflow)/inflow from investing activities | (3,348) | 79 | | Net cash (outflow)/inflow from financing activities | (131,572) | 38,255 | | Net increase in cash and cash equivalents | 10,672 | 132,976 | | Cash and cash equivalents at June 30 | 722,164 | 664,582 | - Net cash generated from operating activities was **HKD 156,068 thousand**, an increase from HKD 112,280 thousand in the prior period[64](index=64&type=chunk) - In financing activities, expenditures included **HKD 157 thousand** for the purchase of own shares and **HKD 131,415 thousand** for the principal portion of lease payments[64](index=64&type=chunk) [Notes to the Unaudited Condensed Consolidated Interim Financial Information](index=22&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Interim%20Financial%20Information) This chapter provides detailed notes to Midland Holdings' unaudited condensed consolidated interim financial information for the six months ended June 30, 2025, explaining the basis of preparation, segment information, and significant transactions [1 General Information](index=22&type=section&id=1%20General%20Information) This section outlines Midland Holdings Limited's basic information, including its registration, listing, principal business activities, and the approval date of the interim financial information - Midland Holdings Limited is a limited liability company incorporated in Bermuda and listed on the Main Board of The Stock Exchange of Hong Kong Limited[65](index=65&type=chunk) - The Group's principal activities are property agency services, property leasing, immigration consultancy services, and lending services in Hong Kong, Mainland China, and Macau[65](index=65&type=chunk) - This unaudited condensed consolidated interim financial information was approved by the Board of Directors on August 21, 2025[67](index=67&type=chunk) [2 Basis of Preparation](index=22&type=section&id=2%20Basis%20of%20Preparation) This section details the basis of preparation for the unaudited condensed consolidated interim financial information, adhering to historical cost, HKAS 34, and Listing Rules - The unaudited condensed consolidated interim financial information is prepared on a historical cost basis, with modifications for the revaluation of investment properties and financial assets at fair value through other comprehensive income[68](index=68&type=chunk) - The basis of preparation complies with Hong Kong Accounting Standard 34 "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of Appendix D2 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited[68](index=68&type=chunk) - The adoption of revised standards effective in 2025 had no significant impact on the Group's results or financial position[69](index=69&type=chunk) - The Group has not early adopted new and revised standards and interpretations that have been issued but are not yet effective, and their adoption is not expected to have a significant impact on the Group's financial performance or position[70](index=70&type=chunk) [3 Revenue and Segment Information](index=23&type=section&id=3%20Revenue%20and%20Segment%20Information) This section details Midland Holdings' revenue and segment information for H1 2025, showing a decrease in total revenue, primarily from property agency services, with Hong Kong and Macau as main contributors Sources of Revenue | Revenue Source | H1 2025 (HKD '000) | H1 2024 (HKD '000) | | :--- | :--- | :--- | | Agency fees | 2,510,166 | 3,312,127 | | Immigration consultancy services | 4,155 | 3,603 | | Online advertising | 221 | 108 | | Other services | 2,455 | 2,176 | | Rental income | 857 | 730 | | Interest income from loans receivable | 63 | 51 | | **Total revenue** | **2,517,917** | **3,318,795** | Property Agency Business Revenue and Results | Indicator | H1 2025 (HKD '000) | H1 2024 (HKD '000) | | :--- | :--- | :--- | | Property agency business revenue | 2,510,166 | 3,312,127 | | Rebates | (966,748) | (1,519,647) | | Revenue less rebates | 1,543,418 | 1,792,480 | | Property agency business segment results | 205,585 | 237,935 | Revenue from External Customers by Geographical Location | Region | H1 2025 (HKD '000) | H1 2024 (HKD '000) | | :--- | :--- | :--- | | Hong Kong and Macau | 2,367,952 | 3,182,422 | | Mainland China | 149,965 | 136,373 | | **Total** | **2,517,917** | **3,318,795** | - Executive Directors assess performance based on the Group's business nature, including property agency services for residential, commercial, industrial properties, and shops, as well as other businesses primarily comprising property leasing, immigration consultancy services, lending services, and mortgage referral services[71](index=71&type=chunk) [4 Other Losses, Net](index=28&type=section&id=4%20Other%20Losses,%20Net) This section details Midland Holdings' other net losses for H1 2025, primarily from fair value losses on investment properties, partially offset by other income Other Losses, Net | Indicator | H1 2025 (HKD '000) | H1 2024 (HKD '000) | | :--- | :--- | :--- | | Fair value loss on investment properties | (1,325) | (1,983) | | Others | 1,096 | 1,296 | | **Total** | **(229)** | **(687)** | [5 Other Operating Costs](index=29&type=section&id=5%20Other%20Operating%20Costs) This section itemizes Midland Holdings' other operating costs for H1 2025, including office and branch expenses, rent, legal fees, and staff-related costs Key Other Operating Costs | Cost Item | H1 2025 (HKD '000) | H1 2024 (HKD '000) | | :--- | :--- | :--- | | Direct operating expenses arising from investment properties | 106 | 102 | | Office and branch operating expenses | 43,418 | 42,107 | | Government rent, rates and management fees for leased properties | 19,875 | 20,422 | | Legal and professional fees | 4,298 | 18,050 | | Staff recruitment, training and welfare | 4,609 | 2,141 | | Insurance expenses | 7,777 | 7,682 | | Bank charges | 8,422 | 8,144 | | Impairment loss on right-of-use assets, net of reversal | 2,644 | 501 | | Impairment loss on property and equipment | 437 | 56 | | Loss on disposal of property and equipment | 422 | 85 | | Auditors' remuneration (audit services) | 1,165 | 1,156 | - Legal and professional fees significantly decreased from **HKD 18.05 million** in the prior period to **HKD 4.298 million**[83](index=83&type=chunk) - Staff recruitment, training, and welfare expenses increased from **HKD 2.141 million** in the prior period to **HKD 4.609 million**[83](index=83&type=chunk) [6 Finance Costs](index=30&type=section&id=6%20Finance%20Costs) This section details Midland Holdings' finance costs for H1 2025, showing a significant decrease primarily due to lower interest on bank borrowings and overdrafts Finance Costs | Cost Item | H1 2025 (HKD '000) | H1 2024 (HKD '000) | | :--- | :--- | :--- | | Interest on bank borrowings, overdrafts and other borrowings | 2,125 | 8,663 | | Interest on lease liabilities | 6,842 | 7,168 | | **Total** | **8,967** | **15,831** | - Total finance costs decreased by approximately **43.3%** year-on-year[85](index=85&type=chunk) [7 Income Tax Expense](index=30&type=section&id=7%20Income%20Tax%20Expense) This section discloses Midland Holdings' income tax expense for H1 2025, noting a decrease in total tax expense, with Hong Kong profits tax calculated at 16.5% Income Tax Expense | Cost Item | H1 2025 (HKD '000) | H1 2024 (HKD '000) | | :--- | :--- | :--- | | Current tax (Hong Kong profits tax) | 24,500 | 4,522 | | Deferred income tax | 1,736 | 27,821 | | **Total** | **26,236** | **32,343** | - Hong Kong profits tax is calculated at a rate of **16.5%** on the estimated assessable profits for the period, with one subsidiary qualifying for the two-tiered profits tax rate regime[86](index=86&type=chunk) - Taxation on overseas profits is calculated at the rates applicable in the jurisdictions where the Group operates, based on the estimated assessable profits for the period[87](index=87&type=chunk) [8 Interim Dividend](index=30&type=section&id=8%20Interim%20Dividend) This section states that Midland Holdings' Board of Directors will not declare an interim dividend for the six months ended June 30, 2025, consistent with the prior year - The Board of Directors will not declare an interim dividend for the six months ended June 30, 2025 (for the six months ended June 30, 2024: nil)[88](index=88&type=chunk) [9 Earnings Per Share](index=31&type=section&id=9%20Earnings%20Per%20Share) This section details Midland Holdings' basic and diluted earnings per share calculation for H1 2025, showing a decrease to 21.12 HK cents per share Earnings Per Share Calculation | Indicator | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Profit attributable to equity holders for basic and diluted earnings per share calculation (HKD '000) | 151,390 | 174,067 | | Weighted average number of shares for basic and diluted earnings per share calculation (thousand shares) | 716,955 | 717,086 | | Basic earnings per share (HK cents) | 21.12 | 24.27 | | Diluted earnings per share (HK cents) | 21.12 | 24.27 | - Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period[89](index=89&type=chunk) - For the six months ended June 30, 2025, and 2024, diluted earnings per share were the same as basic earnings per share, as the exercise of the Company's share options had an anti-dilutive effect[89](index=89&type=chunk) [10 Investment Properties](index=32&type=section&id=10%20Investment%20Properties) This section provides details on Midland Holdings' investment properties, valued at HKD 24.241 million as of June 30, 2025, with valuations performed by professional valuers using the income capitalization approach Movement in Investment Properties | Indicator | HKD '000 | | :--- | :--- | | At December 31, 2024 and January 1, 2025 | 25,436 | | Fair value changes in condensed consolidated statement of profit or loss | (1,325) | | Exchange differences | 130 | | **At June 30, 2025** | **24,241** | - The valuation of investment properties is conducted by Midland Surveyors Limited, a qualified professional valuer, using the income capitalization approach, based on capitalizing net income and potential changes in income[90](index=90&type=chunk) Significant Unobservable Inputs for Fair Value Measurement of Investment Properties | Location | Fair value at June 30, 2025 (HKD '000) | Current market rent per month | Capitalization rate | | :--- | :--- | :--- | :--- | | Hong Kong | 20,230 | HKD 45 to HKD 101 per square foot | 3.70% to 4.80% | | Mainland China | 4,011 | RMB 1,110 per square meter | 6.90% | - All investment properties are classified as Level 3 in the fair value hierarchy, with no transfers between Level 1, Level 2, and Level 3 during the period[92](index=92&type=chunk) [11 Loans Receivable](index=34&type=section&id=11%20Loans%20Receivable) This section discloses Midland Holdings' loans receivable, primarily to employees, totaling HKD 1.958 million as of June 30, 2025, significantly increased from the prior year-end Loans Receivable | Indicator | June 30, 2025 (HKD '000) | December 31, 2024 (HKD '000) | | :--- | :--- | :--- | | Loans receivable - loans to employees | 1,958 | 413 | | Less: Non-current portion | (1,746) | (220) | | Current portion | 212 | 193 | Maturity Analysis of Loans Receivable | Maturity | June 30, 2025 (HKD '000) | December 31, 2024 (HKD '000) | | :--- | :--- | :--- | | Within one year | 212 | 193 | | More than one year but less than two years | 1,746 | 220 | | **Total** | **1,958** | **413** | - The Group's loans receivable are denominated in HKD[93](index=93&type=chunk) [12 Trade and Other Receivables](index=35&type=section&id=12%20Trade%20and%20Other%20Receivables) This section discloses Midland Holdings' trade and other receivables, totaling HKD 3.279 billion as of June 30, 2025, with a significant portion pledged as floating charges Trade and Other Receivables | Indicator | June 30, 2025 (HKD '000) | December 31, 2024 (HKD '000) | | :--- | :--- | :--- | | Trade receivables | 3,246,825 | 3,581,769 | | Less: Loss allowance | (142,733) | (151,234) | | **Net trade receivables** | **3,104,092** | **3,430,535** | | Other receivables, prepayments and deposits | 175,084 | 185,638 | | **Total** | **3,279,176** | **3,616,173** | Ageing Analysis of Trade Receivables | Ageing | June 30, 2025 (HKD '000) | December 31, 2024 (HKD '000) | | :--- | :--- | :--- | | Current (not overdue) | 2,981,468 | 3,339,190 | | Overdue less than 31 days | 54,026 | 43,833 | | Overdue 31 to 60 days | 28,412 | 21,366 | | Overdue 61 to 90 days | 11,408 | 7,567 | | Overdue over 90 days | 28,778 | 18,579 | | **Total** | **3,104,092** | **3,430,535** | - Borrowing facilities granted to the Group are secured by, among other things, a floating charge over certain trade receivables of the Group, with a carrying amount of approximately **HKD 2,936,433 thousand** as of June 30, 2025[96](index=96&type=chunk) [13 Share Capital](index=36&type=section&id=13%20Share%20Capital) This section discloses changes in Midland Holdings' share capital, reflecting a decrease due to the repurchase and cancellation of 190,000 shares during the period Movement in Share Capital | Indicator | January 1, 2024, December 31, 2024 and January 1, 2025 | Cancellation of repurchased shares | June 30, 2025 | | :--- | :--- | :--- | :--- | | Number of issued shares (par value HKD 0.10 per share) | 717,086,005 | (190,000) | 716,896,005 | | Par value (HKD '000) | 71,709 | (19) | 71,690 | - For the six months ended June 30, 2025, the Company repurchased a total of **190,000** of its own shares on the Stock Exchange for a total consideration of **HKD 157 thousand** (including expenses of HKD 1 thousand), which were subsequently cancelled in February 2025[97](index=97&type=chunk) [14 Trade and Other Payables](index=36&type=section&id=14%20Trade%20and%20Other%20Payables) This section discloses Midland Holdings' trade and other payables, totaling HKD 2.982 billion as of June 30, 2025, primarily comprising commissions and rebates payable Trade and Other Payables | Indicator | June 30, 2025 (HKD '000) | December 31, 2024 (HKD '000) | | :--- | :--- | :--- | | Commissions and rebates payable | 2,745,241 | 3,246,201 | | Other payables and accrued expenses | 237,139 | 235,053 | | **Total** | **2,982,380** | **3,481,254** | | Classified as current portion | 2,937,696 | 3,443,571 | | Classified as non-current portion | 44,684 | 37,683 | - Commissions and rebates payable are due upon collection of related agency fees from clients, with **HKD 312,326 thousand** due within 30 days after the period end[98](index=98&type=chunk) - The Group's trade and other payables are primarily denominated in HKD and RMB[99](index=99&type=chunk) [15 Fair Value Measurement of Financial Instruments](index=37&type=section&id=15%20Fair%20Value%20Measurement%20of%20Financial%20Instruments) This section explains Midland Holdings' fair value measurement methods and hierarchy for financial instruments, with financial assets at fair value through other comprehensive income classified as Level 2 - The Group's financial instruments are measured at fair value in the condensed consolidated statement of financial position according to fair value hierarchy levels, including Level 1 (quoted prices in active markets), Level 2 (observable inputs other than quoted prices), and Level 3 (unobservable inputs)[100](index=100&type=chunk)[102](index=102&type=chunk) - As of June 30, 2025, and December 31, 2024, financial assets at fair value through other comprehensive income were classified as Level 2[100](index=100&type=chunk) - There were no transfers between Level 1, Level 2, and Level 3 during the period[100](index=100&type=chunk) [16 Capital Commitments](index=37&type=section&id=16%20Capital%20Commitments) This section confirms that Midland Holdings had no significant capital commitments as of June 30, 2025, and December 31, 2024 - As of June 30, 2025, and December 31, 2024, the Group had no significant capital commitments[101](index=101&type=chunk) [17 Contingent Liabilities](index=38&type=section&id=17%20Contingent%20Liabilities) This section details Midland Holdings' contingent liabilities, primarily involving legal proceedings with the Competition Commission, for which no provision has been made due to high uncertainty - The Group is involved in legal proceedings with the Competition Commission, accused of violating the First Conduct Rule of the Competition Ordinance (Cap. 619 of the Laws of Hong Kong) between late 2022 and early 2023[103](index=103&type=chunk) - The Company has applied for judicial review and a permanent stay of proceedings, with the High Court previously indicating a judgment would be rendered by September 30, 2025[103](index=103&type=chunk) - Due to the overall high uncertainty of the case, a sufficiently reliable estimate of any potential liability is not practicable, and therefore, no provision has been made in the Group's condensed consolidated financial statements as of June 30, 2025[104](index=104&type=chunk) - The Group has been involved in certain claims/litigations related to property agency services, for which management believes adequate provisions have been made or no provisions are required based on current facts and evidence indicating no probable outflow of economic resources[104](index=104&type=chunk) [18 Significant Related Party Transactions](index=39&type=section&id=18%20Significant%20Related%20Party%20Transactions) This section discloses Midland Holdings' significant related party transactions for H1 2025, including agency fee income, rebates, and shared administrative expenses with associated companies Transactions with Related Parties | Transaction Item | H1 2025 (HKD '000) | H1 2024 (HKD '000) | | :--- | :--- | :--- | | Agency fee income from associated companies | 82,091 | 8,550 | | Rebates paid to associated companies | (8,442) | (20,366) | | Franchise fee income from associated companies | 583 | 715 | | Agency fees paid to an associated company | (148) | – | | Interest expense paid to a director | – | (2,350) | | Interest expense paid to other associated companies | – | (2,103) | - Associated companies are primarily subsidiaries of Centaline Holdings Limited, where Mr. Wong Kin Yip is a director and controlling shareholder of both the Company and Centaline[106](index=106&type=chunk) - For the six months ended June 30, 2025, the Group shared administrative and corporate service fees with Centaline's subsidiaries on a cost basis, totaling **HKD 12,775 thousand** (H1 2024: HKD 10,225 thousand)[106](index=106&type=chunk) Key Management Compensation | Compensation Item | H1 2025 (HKD '000) | H1 2024 (HKD '000) | | :--- | :--- | :--- | | Fees, salaries, allowances and bonuses | 21,041 | 22,367 | | Termination benefits | 390 | – | | Retirement benefit costs | 23 | 27 | | **Total** | **21,454** | **22,394** |

[Chairman's Review](index=4&type=section&id=Chairman%27s%20Review) Chairman Xu Jiqing reviews MMG's strong H1 2025 performance, achieving record profitability, EBITDA, and EBIT, with significant profit attributable to equity holders, driven by increased copper production, higher commodity prices, and cost reductions - MMG achieved **record profitability** in H1 2025, with **EBITDA and EBIT reaching new highs**, and **profit attributable to equity holders significantly increasing to $340 million** compared to the prior year period[5](index=5&type=chunk) - Strong profit growth was primarily due to **overall increased copper production** from its three copper mines, **higher market prices for copper, gold, silver, and zinc**, and **reduced unit costs at Las Bambas**[5](index=5&type=chunk) - MMG's **net debt decreased by $903.3 million** from the end of 2024, driven by strong operating cash flow and early repayment of the Khoemacau joint venture loan, **reducing the group's leverage ratio from 41% to 33%**[5](index=5&type=chunk) - The company continues to advance strategic capital programs at Las Bambas, Khoemacau, and Kinsevere, and announced the **acquisition of Anglo American's Brazil Nickel assets** to expand its future mineral portfolio[6](index=6&type=chunk) [CEO's Report](index=5&type=section&id=CEO%27s%20Report) CEO Zhao Jing reports MMG's significant operational and financial growth in H1 2025, highlighting asset portfolio strengths, team capabilities, and strategic execution, with improved safety, robust financials, and strong production - In H1 2025, MMG achieved **leapfrog growth in operations and financials**, with its **balance sheet reaching its strongest level in a decade**[11](index=11&type=chunk)[15](index=15&type=chunk) - **Copper sales and production significantly increased** across its three copper mines (Las Bambas, Khoemacau, Kinsevere), while **zinc production from Australian mines remained stable**[12](index=12&type=chunk) 2025 Key Mineral Production Guidance | Mineral | Production Guidance (tonnes) | | :--- | :--- | | Copper | Up to 522,000 | | Zinc | Up to 240,000 | | Las Bambas Copper | Up to 400,000 | - The company's focus for the second half of the year is on achieving **safe and reliable operations**, **strict cost and capital management**, and **maintaining long-term growth momentum**[13](index=13&type=chunk) [Management Discussion and Analysis](index=6&type=section&id=Management%20Discussion%20and%20Analysis) This chapter analyzes MMG's H1 2025 financial and operational performance, covering revenue, expenses, mine-specific results, cash flow, financial resources, acquisitions, development projects, and risk management [Performance Overview](index=6&type=section&id=Performance%20Overview) MMG achieved significant financial growth in H1 2025, with revenue up 47% to $2.817 billion, EBITDA up 98% to $1.54 billion, and profit attributable to equity holders surging 1511% to $340 million H1 2025 Key Financial Metrics (Year-on-Year) | Metric | 2025 (million USD) | 2024 (million USD) | Change % | | :--- | :--- | :--- | :--- | | Revenue | 2,817.0 | 1,918.2 | 47% | | EBITDA | 1,539.9 | 779.0 | 98% | | EBIT | 1,058.8 | 311.1 | 240% | | Profit for the Period After Tax | 566.3 | 79.5 | 612% | | Profit Attributable to Equity Holders of the Company | 340.0 | 21.1 | 1,511% | - Revenue growth was primarily driven by **increased sales volume ($678.1 million)** and **higher commodity prices ($220.7 million)**, with copper concentrate sales from Las Bambas and Khoemacau being the largest contributors[23](index=23&type=chunk) H1 2025 Revenue by Commodity (Year-on-Year) | Commodity | 2025 (million USD) | 2024 (million USD) | Change % | | :--- | :--- | :--- | :--- | | Copper | 2,208.6 | 1,373.0 | 61% | | Zinc | 233.5 | 224.2 | 4% | | Gold | 148.6 | 89.0 | 67% | | Silver | 139.9 | 112.2 | 25% | | Cobalt | 7.5 | 1.3 | 477% | [Prices and Sales Volume](index=8&type=section&id=Prices%20and%20Sales%20Volume) In H1 2025, MMG experienced general price increases for major commodities, with gold seeing the largest gain, while copper and cobalt sales volumes significantly increased H1 2025 LME Average Cash Prices (Year-on-Year) | Commodity | 2025 (USD/tonne or ounce) | 2024 (USD/tonne or ounce) | Change % | | :--- | :--- | :--- | :--- | | Copper | 9,432 | 9,097 | 4% | | Zinc | 2,739 | 2,641 | 4% | | Gold | 3,071 | 2,205 | 39% | | Silver | 32.77 | 26.11 | 26% | | Cobalt | 29,019 | 27,174 | 7% | | Lead | 1,959 | 2,121 | (8%) | | Molybdenum | 45,444 | 45,994 | (1%) | H1 2025 Payable Metal in Products Sold (Year-on-Year) | Commodity | 2025 (tonnes or ounces) | 2024 (tonnes or ounces) | Change % | | :--- | :--- | :--- | :--- | | Copper | 237,651 | 157,503 | 51% | | Cobalt | 482 | 92 | 424% | | Gold | 47,968 | 39,311 | 22% | | Silver | 4,337,251 | 4,245,706 | 2% | | Zinc | 89,201 | 92,464 | (4%) | | Lead | 16,061 | 23,961 | (33%) | | Molybdenum | 1,207 | 1,635 | (26%) | [Operating Expenses and Other Financial Items](index=9&type=section&id=Operating%20Expenses%20and%20Other%20Financial%20Items) MMG's total operating expenses increased by 18% to $1.2582 billion in H1 2025, driven by higher production costs at Las Bambas and unfavorable inventory changes at Kinsevere, while net finance costs decreased - Total operating expenses increased by **$195 million (18%) to $1.2582 billion**, primarily due to **higher operating expenses at Las Bambas ($59.5 million)** and **unfavorable inventory movements at Kinsevere**[31](index=31&type=chunk) - Exploration expenses increased by **$15.3 million (56%) to $42.5 million**, mainly due to **increased drilling activities at Las Bambas**[32](index=32&type=chunk) - Khoemacau acquisition and integration costs decreased by **$19.9 million**, while **net other income increased by $51.9 million (419%) to $39.5 million**, primarily attributable to **favorable foreign exchange impacts at Las Bambas and the release of tax provisions**[32](index=32&type=chunk) - **Net finance costs decreased by $28.5 million (17%) to $139.5 million**, primarily due to **lower debt balances and reduced interest rates**[33](index=33&type=chunk) [Mine Analysis](index=10&type=section&id=Mine%20Analysis) This section details the H1 2025 production, sales, revenue, operating expenses, and costs for MMG's key mines, showing strong copper growth and cost control, despite some operational challenges [Las Bambas](index=10&type=section&id=Las%20Bambas) Las Bambas produced 210,637 tonnes of copper in concentrate in H1 2025, a 67% increase year-on-year, with revenue up 60% to $2.0068 billion, driven by higher grades and recovery rates, and C1 costs reduced to $1.06/pound Las Bambas H1 2025 Production and Sales (Year-on-Year) | Metric | 2025 | 2024 | Change % | | :--- | :--- | :--- | :--- | | Copper in Concentrate Production (tonnes) | 210,637 | 126,198 | 67% | | Copper Sales Volume (tonnes) | 190,577 | 125,668 | 52% | | Revenue (million USD) | 2,006.8 | 1,256.0 | 60% | - **C1 costs decreased to $1.06/pound** (2024: $1.81/pound), primarily due to **increased copper production and higher by-product credits**[37](index=37&type=chunk) - **2025 copper production guidance remains at 360,000 to 400,000 tonnes**, and **C1 cost guidance is lowered to $1.40/pound to $1.60/pound**, mainly due to **favorable gold, silver, and molybdenum prices and reduced treatment charges**[38](index=38&type=chunk) [Kinsevere](index=12&type=section&id=Kinsevere) Kinsevere produced 25,425 tonnes of copper cathode in H1 2025, a 19% increase year-on-year, with revenue up 25% to $234.6 million, benefiting from the expansion project ramp-up, despite national power supply instability Kinsevere H1 2025 Production and Sales (Year-on-Year) | Metric | 2025 | 2024 | Change % | | :--- | :--- | :--- | :--- | | Copper Cathode Production (tonnes) | 25,425 | 21,278 | 19% | | Copper Sales Volume (tonnes) | 25,270 | 21,465 | 18% | | Revenue (million USD) | 234.6 | 188.3 | 25% | - **C1 costs were $3.17/pound** (2024: $3.14/pound), a slight increase primarily due to **higher cash operating costs, partially offset by increased copper production**[42](index=42&type=chunk) - **2025 copper cathode production guidance remains at 63,000 to 69,000 tonnes**, with production likely to be at the lower end due to **power supply instability**; **C1 costs are expected to be at the upper end of the $2.50/pound to $2.90/pound guidance range**[43](index=43&type=chunk) [Khoemacau](index=14&type=section&id=Khoemacau) Khoemacau produced 22,043 tonnes of copper in concentrate in H1 2025, a 121% increase year-on-year, with revenue up 122% to $199.9 million, driven by MMG's full six-month ownership and increased ore mined, with C1 costs reduced to $2.05/pound Khoemacau H1 2025 Production and Sales (Year-on-Year) | Metric | 2025 | 2024 | Change % | | :--- | :--- | :--- | :--- | | Copper in Concentrate Production (tonnes) | 22,043 | 9,982 | 121% | | Copper Sales Volume (tonnes) | 21,244 | 9,717 | 119% | | Revenue (million USD) | 199.9 | 90.2 | 122% | - **C1 costs were $2.05/pound** (H1 2024: $2.65/pound), showing **improvement**[47](index=47&type=chunk) - **2025 copper production guidance remains between 43,000 and 53,000 tonnes**, and **C1 cost guidance is between $2.30/pound and $2.65/pound**, consistent with previous guidance[48](index=48&type=chunk) [Dugald River](index=16&type=section&id=Dugald%20River) Dugald River produced 84,426 tonnes of zinc in concentrate in H1 2025, a 6% increase year-on-year, with revenue flat, driven by higher mill throughput, and C1 costs reduced to $0.65/pound Dugald River H1 2025 Production and Sales (Year-on-Year) | Metric | 2025 | 2024 | Change % | | :--- | :--- | :--- | :--- | | Zinc in Concentrate Production (tonnes) | 84,426 | 79,284 | 6% | | Zinc Sales Volume (tonnes) | 70,153 | 69,353 | 1% | | Revenue (million USD) | 227.5 | 226.1 | 1% | - **Zinc C1 costs were $0.65/pound** (2024: $0.67/pound), showing **improvement**, primarily due to **higher zinc production, lower treatment charges, and reduced selling expenses**[50](index=50&type=chunk) - **Full-year zinc production is expected to be between 170,000 and 185,000 tonnes**, with **C1 costs anticipated to be at the lower end of the $0.75/pound to $0.90/pound guidance range**, mainly benefiting from **higher silver prices and lower treatment charges**[51](index=51&type=chunk) [Rosebery](index=18&type=section&id=Rosebery) Rosebery's zinc in concentrate production decreased by 22% to 23,505 tonnes in H1 2025, with revenue down 8% to $141 million, due to lower ore grades and equipment reliability challenges, while C1 costs increased to negative $0.32/pound Rosebery H1 2025 Production and Sales (Year-on-Year) | Metric | 2025 | 2024 | Change % | | :--- | :--- | :--- | :--- | | Zinc in Concentrate Production (tonnes) | 23,505 | 30,263 | (22%) | | Zinc Sales Volume (tonnes) | 19,048 | 23,111 | (18%) | | Revenue (million USD) | 141.0 | 152.7 | (8%) | - **Zinc C1 costs increased to negative $0.32/pound** (2024: negative $0.42/pound), reflecting the **decline in zinc production**[53](index=53&type=chunk) - **Full-year zinc in concentrate production is expected to be between 45,000 and 55,000 tonnes**; **C1 costs are revised down from the previous guidance of $0.25/pound to $0.40/pound to between negative $0.10/pound and positive $0.15/pound**, primarily benefiting from **higher precious metal prices**[54](index=54&type=chunk) [Cash Flow Analysis](index=20&type=section&id=Cash%20Flow%20Analysis) In H1 2025, MMG's net cash inflow from operating activities significantly increased by 130% to $1.185 billion, while net cash outflow from investing activities decreased by 83%, and financing activities turned into a net outflow H1 2025 Net Cash Flow (Year-on-Year) | Metric | 2025 (million USD) | 2024 (million USD) | Change % | | :--- | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | 1,185.0 | 515.3 | 130% | | Net Cash Flow from Investing Activities | (424.2) | (2,464.9) | 83% | | Net Cash Flow from Financing Activities | (246.2) | 2,123.6 | (112%) | | Net Cash Inflow | 514.6 | 174.0 | 196% | - **Net cash inflow from operating activities increased by $669.7 million (130%)**, primarily due to **increased sales volume at Las Bambas ($603 million)** and **generally higher commodity prices ($220.7 million)**[57](index=57&type=chunk) - **Net cash outflow from investing activities decreased by $2.0407 billion (83%)**, mainly because **$2.0428 billion was paid for the acquisition of Khoemacau copper mine in 2024**[58](index=58&type=chunk) - **Net cash flow from financing activities decreased by $2.3698 billion (112%)**, primarily due to **net loan repayments of $388.8 million in H1 2025** (compared to net loan drawdowns of $1.8898 billion in 2024) and **dividends of $103.7 million paid to non-controlling interest holders of the Las Bambas joint venture**[58](index=58&type=chunk) [Financial Resources and Liquidity](index=20&type=section&id=Financial%20Resources%20and%20Liquidity) As of June 30, 2025, MMG's total equity increased by $782.4 million to $7.0609 billion, with net debt reduced to $3.5391 billion, and the gearing ratio decreasing from 41% to 33%, indicating significantly improved financial health Financial Resources Overview as of June 30, 2025 | Metric | June 30, 2025 (million USD) | December 31, 2024 (million USD) | Change (million USD) | | :--- | :--- | :--- | :--- | | Total Assets | 15,486.3 | 14,985.9 | 500.4 | | Total Liabilities | (8,425.4) | (8,707.4) | 282.0 | | Total Equity | 7,060.9 | 6,278.5 | 782.4 | MMG Group Gearing Ratio (Year-on-Year) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Net Debt (million USD) | 3,539.1 | 4,442.4 | | Total Equity (million USD) | 7,060.9 | 6,278.5 | | Gearing Ratio | 0.33 | 0.41 | - As of June 30, 2025, the Group had **undrawn debt facilities of $2.841 billion** and **had not breached any covenant requirements**[61](index=61&type=chunk) [Major Acquisitions and Disposals](index=21&type=section&id=Major%20Acquisitions%20and%20Disposals) MMG announced in February 2025 the acquisition of 100% equity in Anglo American's Brazil Nickel assets for up to $500 million in cash, aligning with its growth strategy to expand its global footprint and base metals exposure - MMG announced on February 18, 2025, the **acquisition of 100% equity in Anglo American's Brazil Nickel assets** for a total cash consideration of **up to $500 million**[62](index=62&type=chunk) - The acquisition consideration includes **$350 million upfront cash**, **up to $100 million in nickel price-linked contingent consideration**, and **up to $50 million in development project-linked contingent consideration**[62](index=62&type=chunk) - This transaction aligns with MMG's growth strategy, marking the **company's first investment in Brazil**, and will **expand its presence in the nickel sector**[62](index=62&type=chunk) [Development Projects](index=22&type=section&id=Development%20Projects) MMG's Kinsevere Expansion Project (KEP) continues its ramp-up to extend mine life to 2035 with 80,000 tonnes of copper cathode annually, while the Khoemacau expansion plans a new concentrator to increase capacity to 130,000 tonnes of copper in concentrate per year - The **Kinsevere Expansion Project (KEP) continues its ramp-up**, with **copper recovery at the sulphide concentrator exceeding 75%** and **roaster conversion rates reaching 88%**[66](index=66&type=chunk) - The KEP project has a **rated annual capacity of 80,000 tonnes of copper cathode**, extending Kinsevere's mine life to at least 2035, and **an additional 12MW of diesel generators are being procured to mitigate power instability**[66](index=66&type=chunk) - The **Khoemacau expansion project plans a new 4.5 million tonnes per annum concentrator** to expand mine capacity to **130,000 tonnes of copper in concentrate per year**, with the **feasibility study expected to be completed by end-2025** and **first concentrate production in 2028**[66](index=66&type=chunk) [Contracts and Commitments](index=22&type=section&id=Contracts%20and%20Commitments) In H1 2025, MMG entered into 479 contracts with an annual operational or capital value of $607.8 million, optimizing production, development, and supply chains across its mines, and advancing renewable energy initiatives - In H1 2025, MMG entered into **479 contracts**, with a total annual operational or capital value of **$607.8 million**[68](index=68&type=chunk) - Las Bambas optimized its production and development plans through new and revised agreements, and **increased on-site storage of critical materials** to maintain operational continuity and flexibility[69](index=69&type=chunk) - Dugald River is **evaluating the feasibility of a wind farm** to expand renewable energy use and has established a **new concentrate logistics chain for rail transport to Townsville Port**[73](index=73&type=chunk) [Employees](index=23&type=section&id=Employees) As of June 30, 2025, MMG Group employed 5,220 full-time staff, with total employee benefits expenses of $271.5 million in H1 2025, primarily due to increased profit-sharing at MLB, and the company maintains competitive compensation and development programs - As of June 30, 2025, the MMG Group employed **5,220 full-time staff** (2024: 5,092 staff)[76](index=76&type=chunk) - Total employee benefits expenses for H1 2025 were **$271.5 million** (2024: $190.4 million), with the increase primarily due to **MLB profit-sharing expenses ($65.2 million)**[76](index=76&type=chunk) - The company's compensation policy aligns with market practices, including **fixed remuneration, performance incentives, insurance, and medical support**, and provides **training and development programs**[76](index=76&type=chunk) [Growth Exploration Activities](index=23&type=section&id=Growth%20Exploration%20Activities) In H1 2025, MMG actively pursued growth exploration across its mining areas, completing 77,949 meters of drilling, focusing on near-surface skarn and porphyry copper mineralization at Las Bambas, resource testing at Kinsevere, and new extensions at Khoemacau and Dugald River - In H1 2025, MMG completed a total of **77,949 meters of drilling** across **249 drill holes**, with an average depth of 313 meters[85](index=85&type=chunk) - Las Bambas exploration drilling focused on **near-surface skarn and porphyry copper mineralization**, evaluating the mineral potential in the area between the Chalcobamba and Sulfobamba pits[77](index=77&type=chunk) - Khoemacau's deep drilling confirmed the **continuity of mineralization in Zone 5 at a depth of 1,800 meters**[81](index=81&type=chunk) - Dugald River discovered **new extensions of zinc-lead-silver mineralization in the EDR area**, expanding the known depth of sulphide mineralization[82](index=82&type=chunk) [Financial and Other Risk Management](index=25&type=section&id=Financial%20and%20Other%20Risk%20Management) MMG's financial risk management policies remained unchanged since end-2024, with the company hedging commodity prices, monitoring interest rate risks, and managing liquidity through debt facilities and early payment agreements - MMG's financial risk management policies have **not changed since December 31, 2024**[87](index=87&type=chunk) [Commodity Price Risk](index=25&type=section&id=Commodity%20Price%20Risk) MMG faces commodity price volatility for copper, zinc, lead, gold, silver, molybdenum, and cobalt, and in H1 2025, entered into various commodity transactions, including fixed price swaps for 93,100 tonnes of copper, to hedge sales prices - As of June 30, 2025, MMG entered into **fixed price swaps for 93,100 tonnes of copper**, with fixed prices ranging from **$9,000/tonne to $10,093/tonne**, for settlement from July 2025 to February 2026[94](index=94&type=chunk)[225](index=225&type=chunk) Sensitivity Analysis of Commodity Price Changes on Profit After Tax and Other Comprehensive Income (H1 2025) | Commodity | Commodity Price Change | Profit Increase (million USD) | Other Comprehensive Income Decrease (million USD) | | :--- | :--- | :--- | :--- | | Copper | +10% | 3.0 | (57.7) | | Zinc | +10% | 2.6 | - | | Total | | 5.6 | (57.7) | | Commodity | Commodity Price Change | Profit Decrease (million USD) | Other Comprehensive Income Increase (million USD) | | :--- | :--- | :--- | :--- | | Copper | -10% | (3.0) | 57.7 | | Zinc | -10% | (2.6) | - | | Total | | (5.6) | 57.7 | [Interest Rate Risk](index=27&type=section&id=Interest%20Rate%20Risk) MMG is exposed to interest rate risk primarily through interest-bearing loans and surplus cash investments, with floating-rate financial instruments creating cash flow interest rate risk, and a 100 basis point change in interest rates impacting profit after tax by approximately $16.9 million - MMG is primarily exposed to interest rate risk through **interest-bearing loans and investments in surplus cash**, with **floating-rate financial instruments creating cash flow interest rate risk**[96](index=96&type=chunk)[228](index=228&type=chunk) Interest Rate Sensitivity Analysis (H1 2025, Change in Profit After Tax) | Interest Rate Change | Financial Assets (million USD) | Financial Liabilities (million USD) | Total (million USD) | | :--- | :--- | :--- | :--- | | +100 basis points | 1.9 | (18.8) | (16.9) | | -100 basis points | (1.9) | 18.8 | 16.9 | [Liquidity Risk](index=27&type=section&id=Liquidity%20Risk) MMG manages liquidity with sufficient debt facilities and had no loan covenant breaches as of June 30, 2025, further enhancing liquidity through early payment agreements with Minmetals Non-ferrous and CITIC Metal Peru Investment for up to $280 million - MMG has **sufficient debt facilities to manage liquidity**, and as of June 30, 2025, the Group's loans **had not breached any covenant requirements**[98](index=98&type=chunk)[230](index=230&type=chunk) - The company has agreements with Minmetals Non-ferrous and CITIC Metal Peru Investment Co., Ltd., allowing for **early payments on shipped and inventoried Las Bambas products, totaling up to $280 million**[98](index=98&type=chunk)[230](index=230&type=chunk) [Country and Community Risks](index=28&type=section&id=Country%20and%20Community%20Risks) MMG operates in various regions outside Hong Kong, facing political, economic, and community risks, including regime changes, currency fluctuations, regulatory revisions, and social unrest, particularly in the DRC and Peru, and actively collaborates with governments and communities to mitigate these - MMG faces various country and community risks, including **regime or policy changes, currency exchange rate fluctuations, changes in licensing regimes, government regulatory changes, and community unrest**[101](index=101&type=chunk)[236](index=236&type=chunk) - The **2018 Mining Code revision in the Democratic Republic of Congo increased the tax burden on mining companies**; the **Las Bambas region in Peru experienced significant political turmoil and community instability**[101](index=101&type=chunk)[236](index=236&type=chunk) - The company will continue to **work closely with relevant government departments and community groups** to mitigate potential risks from social instability and unforeseen events to Las Bambas' operations[101](index=101&type=chunk)[236](index=236&type=chunk) [Contingent Liabilities](index=28&type=section&id=Contingent%20Liabilities) MMG's contingent liabilities include bank guarantees of $351 million with no significant claims, and tax-related contingencies in Peru where SUNAT has appealed favorable tax court rulings for Las Bambas, potentially leading to significant liabilities if appeals fail [Bank Guarantees](index=28&type=section&id=Bank%20Guarantees) As of June 30, 2025, MMG had bank guarantees totaling $351 million, primarily related to mining leases, rights, exploration licenses, or major contracting agreements, with no significant claims reported - As of June 30, 2025, MMG's **bank guarantees amounted to $351 million** (December 31, 2024: $330.7 million)[103](index=103&type=chunk)[220](index=220&type=chunk) - These guarantees are primarily related to the terms of **mining leases, mining rights, exploration licenses, or major contracting agreements**, with **no significant claims reported at the end of the reporting period**[103](index=103&type=chunk)[220](index=220&type=chunk) [Tax-Related Contingencies](index=28&type=section&id=Tax-Related%20Contingencies) MMG faces complex tax issues in Peru, where SUNAT disputes Las Bambas' withholding and income tax audits, involving hundreds of millions in potential liabilities; despite favorable tax court rulings, SUNAT has appealed, and a final decision could take years, potentially leading to significant liabilities if appeals fail - Peru's National Tax Administration Superintendence (SUNAT) disputed Minera Las Bambas S.A. (MLB)'s 2014-2017 withholding tax audits, arguing for a **30% tax rate instead of the applied 4.99%**[107](index=107&type=chunk)[222](index=222&type=chunk) - MLB received a **favorable ruling from the Peruvian Tax Court in 2024**, dismissing SUNAT's appeal and revoking the related appealed assessments for the 2014-2017 tax years, totaling **$557 million**[107](index=107&type=chunk)[223](index=223&type=chunk) - The Tax Court also upheld MLB's position on the 2018 income tax audit, ruling that Las Bambas is entitled to claim **tax losses of $429 million** and obtain **interest deductions on $378 million in bank loans and $242 million in shareholder loans**, cumulatively eliminating **$2.016 billion in potential tax liabilities**[108](index=108&type=chunk)[110](index=110&type=chunk)[223](index=223&type=chunk)[224](index=224&type=chunk) - SUNAT has filed judicial appeals against the Tax Court's rulings, with a **final decision potentially taking several years**; if the appeals are unsuccessful, it could lead to the **recognition of significant liabilities**[107](index=107&type=chunk)[109](index=109&type=chunk)[223](index=223&type=chunk)[224](index=224&type=chunk) [Future Outlook](index=30&type=section&id=Future%20Outlook) MMG is committed to long-term growth targeting metals for a low-carbon future, achieved through prudent cost and risk management and operational excellence, while continuously enhancing asset value and exploring diversification opportunities - MMG is committed to **long-term, orderly growth**, supported by **ambitious production targets for metals essential for a low-carbon future**, and executing its strategy through **prudent cost and risk management**[111](index=111&type=chunk) 2025 Production Outlook by Mine | Mine | Mineral | Production Outlook (tonnes) | | :--- | :--- | :--- | | Las Bambas | Copper | 360,000 to 400,000 | | Kinsevere | Copper Cathode | 63,000 to 69,000 | | Khoemacau | Copper | 43,000 to 53,000 | | Dugald River | Zinc | 170,000 to 185,000 | | Rosebery | Zinc | 45,000 to 55,000 | - The Khoemacau mine plans to **increase annual copper in concentrate production to 130,000 tonnes by 2028**, involving the **construction of a new 4.5 million tonnes per annum concentrator**[117](index=117&type=chunk) - Dugald River is **studying the feasibility of constructing a wind farm** to supplement its solar power purchase agreement and **reduce its carbon footprint**[118](index=118&type=chunk) [Other Information](index=32&type=section&id=Other%20Information) This chapter discloses MMG's directors' and major shareholders' interests, details loan agreements linked to controlling shareholder performance, and outlines share schemes, corporate governance, dividend policy, and committee structures [Directors' Interests in Shares, Underlying Shares, and Debentures](index=32&type=section&id=Directors%27%20Interests%20in%20Shares%2C%20Underlying%20Shares%2C%20and%20Debentures) As of June 30, 2025, MMG directors Zhao Jing and Xu Jiqing held company shares, representing a minimal percentage of total issued shares, primarily from vested performance awards Directors' Long Positions in the Company's Shares as of June 30, 2025 | Director Name | Nature of Interest | Number of Shares Held | Approximate % of Total Issued Shares | | :--- | :--- | :--- | :--- | | Zhao Jing | Personal | 240,984 | 0.002 | | Xu Jiqing | Personal | 940,050 | 0.010 | - Mr. Zhao Jing's **240,984 share interest** is from **vested performance awards granted under the 2022 Performance Award**, which vested on June 2, 2025[120](index=120&type=chunk) - Mr. Xu Jiqing's **940,050 shares** represent the balance of the 2015 and 2016 Performance Awards, which have vested and are subject to a shareholding lock-up period[121](index=121&type=chunk) [Major Shareholders' Interests in Shares and Underlying Shares](index=33&type=section&id=Major%20Shareholders%27%20Interests%20in%20Shares%20and%20Underlying%20Shares) As of June 30, 2025, China Minmetals Corporation and its subsidiaries, through Minmetals Hong Kong Holdings Limited, beneficially held 8,186,032,923 shares, representing 67.43% of MMG's total issued shares, making them the controlling shareholder Major Shareholders' Long Positions in the Company's Shares as of June 30, 2025 | Major Shareholder Name | Capacity | Number of Shares Held | Approximate % of Total Issued Shares | | :--- | :--- | :--- | :--- | | China Minmetals Corporation | Interest of Controlled Corporation | 8,186,032,923 | 67.43 | | China Minmetals Corporation Limited | Interest of Controlled Corporation | 8,186,032,923 | 67.43 | | Minmetals Non-ferrous Metals Co., Ltd. | Interest of Controlled Corporation | 8,186,032,923 | 67.43 | | Abon Enterprises Limited | Interest of Controlled Corporation | 8,186,032,923 | 67.43 | | Minmetals Hong Kong Holdings Limited | Beneficial Owner | 8,186,032,923 | 67.43 | - The **major shareholder's stake is 67.43%**, a slight decrease from 67.49% after the completion of the rights issue on July 15, 2024, primarily due to the **11,516,714 shares vested on June 2, 2025**[122](index=122&type=chunk) [Loans](index=34&type=section&id=Loans) MMG's loan agreements contain specific performance obligations for its controlling shareholder, China Minmetals, where a change in control or ownership below 50% could trigger a default, leading to immediate repayment, thus ensuring the controlling shareholder's continued influence - MMG's loan agreements contain conditions requiring the **controlling shareholder to fulfill specific performance obligations**, and a breach of these obligations would lead to **loan default**[124](index=124&type=chunk)[125](index=125&type=chunk) - Multiple loan agreements, such as the **ICBC Renewal Loan, Bank of China Sydney Branch Loan, and China Construction Bank Loan**, stipulate that if China Minmetals ceases to beneficially own more than 50% of the company's share capital or loses control over the company, the **loans will become immediately due and payable**[126](index=126&type=chunk)[127](index=127&type=chunk)[130](index=130&type=chunk)[131](index=131&type=chunk)[132](index=132&type=chunk)[134](index=134&type=chunk)[135](index=135&type=chunk)[136](index=136&type=chunk)[139](index=139&type=chunk)[141](index=141&type=chunk)[142](index=142&type=chunk)[143](index=143&type=chunk)[144](index=144&type=chunk)[145](index=145&type=chunk) - As of June 30, 2025, the **ICBC Renewal Loan and the June 2023 ICBC Loan remained undrawn**, while the **Bank of China Sydney Branch Loan had $190 million drawn**, the **China Construction Bank Loan had $100 million drawn**, the **China Development Bank Loan had $512.4 million drawn**, the **March Syndicated Loan had $700 million drawn**, and the **2024 Syndicated Loan had $130 million drawn**[126](index=126&type=chunk)[127](index=127&type=chunk)[130](index=130&type=chunk)[131](index=131&type=chunk)[134](index=134&type=chunk)[136](index=136&type=chunk)[139](index=139&type=chunk)[142](index=142&type=chunk)[143](index=143&type=chunk) [Share Schemes](index=39&type=section&id=Share%20Schemes) MMG's Performance Award Plan incentivizes employees by aligning their interests with group growth; in H1 2025, 11,516,714 performance awards from the 2022 plan vested, and the 2025 Long Term Incentive Plan's cash structure was approved, with vesting contingent on achieving resource growth, financial, and market-related performance targets - Performance awards aim to **retain and incentivize selected employees of Group member companies**, aligning their interests with the **Group's development and growth**[146](index=146&type=chunk) - As of June 30, 2025, a total of **11,516,714 performance awards** under the 2022 Performance Award vested in June 2025, representing approximately **0.09% of the company's total issued shares** on that date[146](index=146&type=chunk)[148](index=148&type=chunk) - The vesting of performance awards is contingent upon achieving certain performance conditions, such as **resource growth, financial, and market-related performance targets**[148](index=148&type=chunk) [Corporate Governance](index=40&type=section&id=Corporate%20Governance) MMG is committed to maintaining high standards of corporate governance through a high-quality board, effective internal controls, and transparency to shareholders, having complied with all code provisions of the Corporate Governance Code in H1 2025 - MMG is committed to maintaining **high standards of corporate governance practices** through a **high-quality Board, effective internal controls, and transparency and accountability to all shareholders**[150](index=150&type=chunk) - The company has **complied with all code provisions** of the Corporate Governance Code as set out in Appendix C1 of the Listing Rules for the six months ended June 30, 2025[150](index=150&type=chunk) [Dividend Policy](index=40&type=section&id=Dividend%20Policy) MMG's dividend policy aims to deliver long-term shareholder value through a combination of value-accretive growth and dividend returns, with the Board considering future growth plans, financial health, liquidity, and economic conditions before recommending dividends - MMG is committed to providing **long-term value to shareholders** through a combination of **value-accretive growth and dividend returns**[151](index=151&type=chunk) - Dividend payment decisions will depend on various factors, including the **company's future growth plans, expected operating and financial conditions, liquidity, balance sheet strength, diverse shareholder interests and expectations, and overall economic conditions**[151](index=151&type=chunk) - The company may distribute dividends in the form of **cash, company shares, or a combination of both**[152](index=152&type=chunk) [Audit and Risk Management Committee](index=41&type=section&id=Audit%20and%20Risk%20Management%20Committee) As of the report date, MMG's Audit and Risk Management Committee comprises six members, including four independent non-executive directors, chaired by Mr. Chan Ka Keung, and is responsible for financial reporting, monitoring systems, and advising the Board on high-risk matters - The Audit and Risk Management Committee consists of **six members**, including **four independent non-executive directors and two non-executive directors**, with **Mr. Chan Ka Keung as Chairman**[153](index=153&type=chunk) - The Committee is primarily responsible for **financial reporting, monitoring systems and controls**, and advising the Board on **high-risk matters, risk management, and internal controls**[153](index=153&type=chunk) - The Committee has **reviewed the Group's unaudited condensed consolidated interim financial statements** for the six months ended June 30, 2025[153](index=153&type=chunk) [Directors' Securities Transactions](index=41&type=section&id=Directors%27%20Securities%20Transactions) MMG has adopted a standard code for directors' securities transactions, no less stringent than the Listing Rules, and all directors confirmed compliance for the six months ended June 30, 2025 - MMG has adopted a **standard code for directors' securities transactions**, whose terms are **no less stringent than the Model Code** set out in Appendix C3 of the Listing Rules[154](index=154&type=chunk) - All directors confirmed their **compliance with the Model Code and the Standard Code for Securities Transactions** for the six months ended June 30, 2025[154](index=154&type=chunk) [Changes in Directors' Information](index=42&type=section&id=Changes%20in%20Directors%27%20Information) Since the 2024 annual report, MMG's Board has seen several changes, including Mr. Xu Jiqing's new role at China Minmetals, Mr. Zhao Jing's appointment as CEO, Mr. Cao Liang's re-designation as Non-Executive Director, and adjustments to independent non-executive directors' fees Details of Director Changes | Director Name | Position | Details of Change | | :--- | :--- | :--- | | Xu Jiqing | Non-Executive Director | Ceased to be a member of the Audit and Risk Management Committee and the Governance, Remuneration, Nomination and Sustainability Committee, appointed as Senior Vice President of China Minmetals. | | Zhao Jing | Chief Executive Officer and Executive Director | Appointed on April 12, 2025. | | Cao Liang | Non-Executive Director | Resigned as CEO, re-designated as Non-Executive Director, and appointed as a member of the Audit and Risk Management Committee and the Governance, Remuneration, Nomination and Sustainability Committee. | | Chen Ying | Independent Non-Executive Director | Appointed as an independent director of China State Shipbuilding Corporation Limited. | - The basic director's fees for independent non-executive directors Peter CASSIDY, Leung Cheuk Yan, Chan Ka Keung, and Chen Ying were **adjusted from AUD188,000 to AUD193,000 per annum**, effective January 1, 2025[156](index=156&type=chunk) [Repurchase, Sale or Redemption of the Company's Listed Securities](index=43&type=section&id=Repurchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) For the six months ended June 30, 2025, neither MMG nor any of its subsidiaries repurchased, sold, or redeemed any of the company's listed securities - For the six months ended June 30, 2025, **neither the company nor any of its subsidiaries repurchased, sold, or redeemed any of the company's listed securities**[157](index=157&type=chunk) [Independent Auditor's Report](index=44&type=section&id=Independent%20Auditor%27s%20Report) Deloitte Touche Tohmatsu reviewed MMG's condensed consolidated interim financial statements for H1 2025, concluding that nothing came to their attention suggesting the statements were not prepared in all material respects in accordance with HKAS 34 - Deloitte Touche Tohmatsu reviewed MMG's **condensed consolidated interim financial statements** for the six months ended June 30, 2025[159](index=159&type=chunk) - The review was conducted in accordance with **Hong Kong Standard on Review Engagements 2410**, with a **limited scope and no audit opinion expressed**[160](index=160&type=chunk) - Based on the review, the auditors noted **nothing that caused them to believe the condensed consolidated interim financial statements were not prepared, in all material respects, in accordance with HKAS 34**[161](index=161&type=chunk) [Financial Statements](index=45&type=section&id=Financial%20Statements) This chapter presents MMG's condensed consolidated interim financial statements for H1 2025, including the income statement, comprehensive income statement, statement of financial position, statement of changes in equity, and cash flow statement, along with detailed notes [Condensed Consolidated Interim Income Statement](index=46&type=section&id=Condensed%20Consolidated%20Interim%20Income%20Statement) MMG achieved revenue of $2.817 billion in H1 2025, a 47% year-on-year increase, with EBITDA at $1.5399 billion, EBIT at $1.0588 billion, profit for the period at $566.3 million, and profit attributable to equity holders at $340 million H1 2025 Condensed Consolidated Interim Income Statement Summary (Year-on-Year) | Metric | 2025 (million USD) | 2024 (million USD) | | :--- | :--- | :--- | | Revenue | 2,817.0 | 1,918.2 | | EBITDA | 1,539.9 | 779.0 | | EBIT | 1,058.8 | 311.1 | | Profit for the Period | 566.3 | 79.5 | | Profit Attributable to Equity Holders of the Company | 340.0 | 21.1 | | Basic Earnings Per Share | 2.80 US cents | 0.23 US cents | [Condensed Consolidated Interim Statement of Comprehensive Income](index=47&type=section&id=Condensed%20Consolidated%20Interim%20Statement%20of%20Comprehensive%20Income) MMG reported a profit for the period of $566.3 million in H1 2025, with other comprehensive loss of $16.4 million primarily from hedging instruments, resulting in a total comprehensive income of $549.9 million, of which $329.5 million was attributable to equity holders H1 2025 Condensed Consolidated Interim Statement of Comprehensive Income Summary (Year-on-Year) | Metric | 2025 (million USD) | 2024 (million USD) | | :--- | :--- | :--- | | Profit for the Period | 566.3 | 79.5 | | Other Comprehensive (Loss)/Income | (16.4) | (27.4) | | Total Comprehensive Income for the Period | 549.9 | 52.1 | | Total Comprehensive Income Attributable to Equity Holders of the Company | 329.5 | 5.4 | - Other comprehensive loss primarily resulted from **changes in hedging instruments designated for cash flow hedges ($23.5 million loss, net of income tax benefit of $7.1 million)**[168](index=168&type=chunk) [Condensed Consolidated Interim Statement of Financial Position](index=48&type=section&id=Condensed%20Consolidated%20Interim%20Statement%20of%20Financial%20Position) As of June 30, 2025, MMG's total assets were $15.4863 billion, total equity $7.0609 billion, and total liabilities $8.4254 billion, with net current assets improving significantly from a negative $467.1 million to a positive $651.3 million, indicating enhanced liquidity Condensed Consolidated Interim Statement of Financial Position Summary as of June 30, 2025 | Metric | June 30, 2025 (million USD) | December 31, 2024 (million USD) | | :--- | :--- | :--- | | Total Assets | 15,486.3 | 14,985.9 | | Total Equity | 7,060.9 | 6,278.5 | | Total Liabilities | 8,425.4 | 8,707.4 | | Net Current Assets/(Liabilities) | 651.3 | (467.1) | - **Current assets increased to $2.0498 billion** (December 31, 2024: $1.5021 billion), primarily due to **an increase in cash and cash equivalents**[169](index=169&type=chunk) - **Current liabilities decreased to $1.3985 billion** (December 31, 2024: $1.9692 billion), primarily due to a **significant reduction in current loans**[170](index=170&type=chunk) [Condensed Consolidated Interim Statement of Changes in Equity](index=50&type=section&id=Condensed%20Consolidated%20Interim%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2025, MMG's total equity increased from $6.2785 billion to $7.0609 billion, driven by $340 million profit attributable to equity holders and $337.5 million from non-controlling interests' subscription of subsidiary shares H1 2025 Condensed Consolidated Interim Statement of Changes in Equity Summary | Item | Total Attributable to Equity Holders of the Company (million USD) | Non-controlling Interests (million USD) | Total Equity (million USD) | | :--- | :--- | :--- | :--- | | As at January 1, 2025 | 3,419.0 | 2,859.5 | 6,278.5 | | Total Comprehensive Income for the Period | 329.5 | 220.4 | 549.9 | | Non-controlling interests arising from share subscription | - | 337.5 | 337.5 | | Dividends paid to non-controlling interests | - | (103.7) | (103.7) | | As at June 30, 2025 | 3,747.2 | 3,313.7 | 7,060.9 | - **Profit for the period attributable to equity holders of the company was $340 million**, and **profit attributable to non-controlling interests was $226.3 million**[171](index=171&type=chunk) [Condensed Consolidated Interim Cash Flow Statement](index=51&type=section&id=Condensed%20Consolidated%20Interim%20Cash%20Flow%20Statement) In H1 2025, MMG generated $1.185 billion net cash from operating activities, used $424.2 million in investing activities, and had a net outflow of $246.2 million from financing activities, resulting in a net increase of $514.6 million in cash and cash equivalents, with an ending balance of $707.3 million H1 2025 Condensed Consolidated Interim Cash Flow Statement Summary (Year-on-Year) | Item | 2025 (million USD) | 2024 (million USD) | | :--- | :--- | :--- | | Net Cash from Operating Activities | 1,185.0 | 515.3 | | Net Cash Used in Investing Activities | (424.2) | (2,464.9) | | Net Cash (Used in)/from Financing Activities | (246.2) | 2,123.6 | | Net Increase in Cash and Cash Equivalents | 514.6 | 174.0 | | Cash and Cash Equivalents as at June 30 | 707.3 | 621.0 | - **Net cash inflow from operating activities significantly increased**, primarily due to **higher receipts from customers ($3.1373 billion)** and a **positive net settlement of commodity hedges**[173](index=173&type=chunk) - **Net cash outflow from financing activities** was mainly due to **repayment of external loans ($1.5177 billion)** and **related party loans ($514 million)**, as well as **dividends paid to non-controlling interests ($103.7 million)**[173](index=173&type=chunk) [Notes to the Condensed Consolidated Interim Financial Statements](index=52&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Interim%20Financial%20Statements) This section provides detailed notes to MMG's condensed consolidated interim financial statements, explaining the basis of preparation, accounting policies, segment information, expenses, finance income and costs, income tax, earnings per share, dividends, and various asset and liability items [General Information and Independent Review](index=52&type=section&id=General%20Information%20and%20Independent%20Review) MMG Limited, incorporated in Hong Kong, primarily engages in the exploration, development, and mining of copper, zinc, gold, silver, molybdenum, lead, and cobalt deposits, with its H1 2025 condensed consolidated interim financial statements presented in USD and approved by the Board - MMG Limited is incorporated in Hong Kong and primarily engaged in the **exploration, development, and mining of copper, zinc, gold, silver, molybdenum, lead, and cobalt deposits**[174](index=174&type=chunk) - The condensed consolidated interim financial statements for the six months ended June 30, 2025, are **presented in USD** and were **approved for issue by the Board on August 12, 2025**[174](index=174&type=chunk) - These condensed consolidated financial statements are **unaudited** but have been **reviewed by the company's Audit and Risk Management Committee and external auditors**[174](index=174&type=chunk) [Basis of Preparation](index=52&type=section&id=Basis%20of%20Preparation) The condensed consolidated interim financial statements are prepared in accordance with applicable Listing Rules disclosure requirements and HKAS 34, on a going concern basis using the historical cost convention, with no significant impact from HKAS 21 (Amendment) Lack of Exchangeability - The condensed consolidated interim financial statements are prepared in accordance with the **applicable disclosure requirements of the Hong Kong Stock Exchange Listing Rules** and **Hong Kong Accounting Standard 34 Interim Financial Reporting**[175](index=175&type=chunk) - The statements are prepared on a **going concern basis** and adopt the **historical cost convention**, except for financial assets and liabilities measured at fair value through profit or loss and other comprehensive income[178](index=178&type=chunk) - **HKAS 21 (Amendment) Lack of Exchangeability**, effective in 2025, has **no material impact on the Group's financial position and performance** for the current and prior periods[179](index=179&type=chunk) [Segment Information](index=54&type=section&id=Segment%20Information) MMG's operating segments include Las Bambas, Kinsevere, Khoemacau, Dugald River, Rosebery, and other operations, with Las Bambas contributing the majority of revenue and EBITDA in H1 2025, and copper being the primary revenue source, reflecting overall improved performance - MMG's reportable segments include **Las Bambas, Kinsevere, Khoemacau, Dugald River, Rosebery, and other operations**[182](index=182&type=chunk) H1 2025 Segment Revenue and EBITDA Summary (million USD) | Segment | Revenue | EBITDA | | :--- | :--- | :--- | | Las Bambas | 2,006.8 | 1,310.5 | | Kinsevere | 234.6 | 30.4 | | Khoemacau | 199.9 | 89.6 | | Dugald River | 227.5 | 66.0 | | Rosebery | 141.0 | 54.8 | | Other | 7.2 | (11.4) | | Total | 2,817.0 | 1,539.9 | - **Copper is MMG's most significant revenue source**, with **copper revenue reaching $2.2086 billion in H1 2025**, accounting for **78.4% of total revenue**[184](index=184&type=chunk) [Expenses](index=57&type=section&id=Expenses) In H1 2025, MMG's total expenses were $1.7765 billion, with cost of sales at $1.5085 billion, employee benefits at $271.5 million, and contract and consulting fees at $386.7 million, while exploration expenses increased and Khoemacau acquisition transaction and integration costs significantly decreased H1 2025 Key Expenses (million USD) | Expense Category | 2025 (million USD) | 2024 (million USD) | | :--- | :--- | :--- | | Cost of Sales | 1,508.5 | 1,380.4 | | Total Employee Benefits Expenses | 271.5 | 190.4 | | Contract and Consulting Fees | 386.7 | 309.0 | | Exploration Expenses | 42.5 | 27.2 | | Khoemacau Acquisition Transaction and Integration Costs | 0.3 | 20.2 | - **Total employee benefits expenses increased to $271.5 million**, primarily due to **MLB profit-sharing expenses**[186](index=186&type=chunk) - **Khoemacau acquisition transaction and integration costs significantly decreased**, reflecting **lower acquisition costs in 2024 and reduced expenses after asset integration in 2025**[187](index=187&type=chunk) [Finance Income and Finance Costs](index=58&type=section&id=Finance%20Income%20and%20Finance%20Costs) In H1 2025, MMG's finance income was $6.9 million, mainly from interest, while total finance costs decreased to $146.4 million from $181.6 million in the prior year, primarily due to reduced interest expenses from third parties and related parties H1 2025 Finance Income and Costs Summary (million USD) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Total Finance Income | 6.9 | 13.6 | | Total Finance Costs | (146.4) | (181.6) | | Interest Expense - Third Parties | (59.8) | (129.5) | | Interest Expense - Related Parties | (55.9) | (70.0) | - **Net finance costs decreased by $28.5 million (17%)**, primarily due to **lower debt balances and reduced interest rates**[33](index=33&type=chunk) [Income Tax Expense](index=59&type=section&id=Income%20Tax%20Expense) In H1 2025, MMG's income tax expense significantly increased to $353 million from $63.6 million in the prior year, primarily due to higher profit before income tax, and the company recognized $0.2 million in current income tax expense under OECD Pillar Two rules H1 2025 Income Tax Expense Summary (million USD) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Current Income Tax Expense | 379.6 | 55.0 | | Deferred Income Tax (Credit)/Expense | (26.6) | 8.6 | | Total Income Tax Expense | 353.0 | 63.6 | - **Income tax expense increased by $289.4 million**, primarily due to **higher underlying profit before income tax**[33](index=33&type=chunk) - In accordance with OECD Pillar Two rules, the company recognized a **current income tax expense of $0.2 million** for the six months ended June 30, 2025, expected to be levied on its **Singaporean subsidiary**[191](index=191&type=chunk) [Earnings Per Share](index=60&type=section&id=Earnings%20Per%20Share) In H1 2025, MMG's profit attributable to equity holders was $340 million, resulting in basic and diluted earnings per share of 2.80 US cents, calculated based on the weighted average number of ordinary shares and deemed issued shares from the long-term incentive plan H1 2025 Earnings Per Share Summary | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Profit Attributable to Equity Holders of the Company (million USD) | 340.0 | 21.1 | | Basic Earnings Per Share (US cents) | 2.80 | 0.23 | | Diluted Earnings Per Share (US cents) | 2.80 | 0.23 | - The **weighted average number of ordinary shares used for calculating basic earnings per share was 12,130,849 thousand shares**, and for **diluted earnings per share was 12,150,116 thousand shares**[193](index=193&type=chunk) [Dividends](index=60&type=section&id=Dividends) MMG's directors do not recommend paying any dividends to ordinary shareholders for the six months ended June 30, 2025 - The directors do not recommend paying any dividends to ordinary shareholders for the six months ended June 30, 2025 (2024: nil)[194](index=194&type=chunk) [Property, Plant and Equipment](index=61&type=section&id=Property%2C%20Plant%20and%20Equipment) As of June 30, 2025, MMG's net book value of property, plant, and equipment was $11.6741 billion, a slight decrease from the beginning of the year, with additions of $420.6 million and depreciation and amortization of $468.1 million, and no impairment indicators identified H1 2025 Property, Plant and Equipment Movement Summary (million USD) | Item | Amount | | :--- | :--- | | Net book value as at January 1, 2025 | 11,722.6 | | Additions | 420.6 | | Depreciation and amortisation | (468.1) | | Net book value as at June 30, 2025 | 11,674.1 | - Management believes that **no indicators of impairment or reversal of impairment were identified** within any of the Group's cash-generating units during the reporting period[196](index=196&type=chunk) [Intangible Assets](index=61&type=section&id=Intangible%20Assets) As of June 30, 2025, MMG's net book value of intangible assets was $1.0439 billion, a slight decrease from the beginning of the year, with depreciation and amortization of $0.3 million during the period H1 2025 Intangible Assets Movement Summary (million USD) | Item | Amount | | :--- | :--- | | Net book value as at January 1, 2025 | 1,044.2 | | Depreciation and amortisation | (0.3) | | Net book value as at June 30, 2025 | 1,043.9 | [Principal Subsidiaries with Material Non-Controlling Interests](index=61&type=section&id=Principal%20Subsidiaries%20with%20Material%20Non-Controlling%20Interests) As of June 30, 2025, MMG's total non-controlling interests were $3.3137 billion, primarily from Las Bambas ($2.4833 billion) and Khoemacau ($830.4 million), with Las Bambas paying $103.7 million in dividends and Khoemacau issuing $337.5 million in shares to Khoemacau Holdings Limited Non-Controlling Interests Summary as of June 30, 2025 (million USD) | Subsidiary | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Las Bambas Joint Venture and its subsidiaries | 2,483.3 | 2,372.0 | | Khoemacau Joint Venture and its subsidiaries | 830.4 | 487.5 | | Total | 3,313.7 | 2,859.5 | - For the six months ended June 30, 2025, the **Las Bambas joint venture paid dividends of $103.7 million to its non-controlling shareholders**[198](index=198&type=chunk) - The **Khoemacau joint venture issued shares to Khoemacau Holdings Limited**, representing **45% of the total issued shares**, amounting to **$337.5 million**[199](index=199&type=chunk) [Derivative Financial Assets/(Liabilities)](index=63&type=section&id=Derivative%20Financial%20Assets%2F%28Liabilities%29) As of June 30, 2025, MMG's current derivative financial assets were $0.1 million, while current derivative financial liabilities were $24.3 million, primarily comprising commodity derivatives (copper) and cash flow hedges (copper) Derivative Financial Assets/(Liabilities) Summary as of June 30, 2025 (million USD) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Current derivative financial assets | 0.1 | 11.0 | | Current derivative financial liabilities | (24.3) | (0.7) | - The Group's commodity derivative financial liabilities include **$22.4 million receivable from a related company of the Group**[203](index=203&type=chunk) [Trade and Other Receivables](index=63&type=section&id=Trade%20and%20Other%20Receivables) As of June 30, 2025, MMG's trade receivables were $414.2 million, mostly current, and non-current other receivables were $104 million, including amounts from Glencore and SUNAT, with total receivables from related companies at $187.2 million - As of June 30, 2025, the Group's **trade receivables balance was $414.2 million** (December 31, 2024: $443.7 million), with **most aged less than six months**[204](index=204&type=chunk) - **Non-current other receivables were $104 million** (December 31, 2024: $125.5 million), including amounts **receivable from Glencore for the MLB acquisition project** and **receivables from SUNAT for the 2011 and 2012 VAT audits**[205](index=205&type=chunk) - The Group's trade receivables, other receivables, and prepayments include **$187.2 million receivable from related companies of the Group** (December 31, 2024: $242.2 million)[204](index=204&type=chunk) [Share Capital](index=64&type=section&id=Share%20Capital) As of June 30, 2025, MMG had 12,140,531 thousand issued and fully paid ordinary shares, with share capital of $4.3842 billion, reflecting the issuance of 11,517 thousand new shares from vested 2022 performance awards and 3,465,433 thousand new shares from the 2024 rights issue Share Capital Movement Summary as of June 30, 2025 | Item | Number of Ordinary Shares (thousand shares) | Share Capital (million USD) | | :--- | :--- | :--- | | As at January 1, 2024 | 8,656,047 | 3,224.6 | | Employee performance awards exercised and vested | 7,534 | 2.8 | | Rights issue | 3,465,433 | 1,152.4 | | As at December 31, 2024 | 12,129,014 | 4,379.8 | | Employee performance awards exercised and vested | 11,517 | 4.4 | | As at June 30, 2025 | 12,140,531 | 4,384.2 | - In H1 2025, **11,516,714 new shares were issued due to the vesting of 2022 performance awards**[206](index=206&type=chunk) - The rights issue completed in July 2024 issued **3,465,432,486 new shares**, with **proceeds of $1.1524 billion** (net of transaction costs) used for **loan repayment**[206](index=206&type=chunk) [Reserves and Retained Earnings](index=65&type=section&id=Reserves%20and%20Retained%20Earnings) As of June 30, 2025, MMG's total reserves were negative $1.8599 billion, with retained earnings at $1.2229 billion, reflecting a total comprehensive income of $329.5 million for the period and a $28.2 million appropriation to surplus reserve Reserves and Retained Earnings Summary as of June 30, 2025 (million USD) | Item | Total Reserves | Retained Earnings | Total | | :--- | :--- | :--- | :--- | | As at January 1, 2025 | (1,871.9) | 911.1 | (960.8) | | Total Comprehensive (Loss)/Income for the Period | (10.5) | 340.0 | 329.5 | | Appropriation to surplus reserve | 28.2 | (28.2) | - | | As at June 30, 2025 | (1,859.9) | 1,222.9 | (637.0) | - The cash flow hedge reserve records the **gain or loss portion of hedging instruments**, including **commodity hedges and interest rate swaps attributable to equity holders of the company**[208](index=208&type=chunk) [Loans](index=66&type=section&id=Loans) As of June 30, 2025, MMG's non-current loans totaled $3.9996 billion, current loans $241.8 million, and total loans (excluding prepaid financing costs) were $4.2464 billion, with a significant portion from related parties and an effective annual interest rate of 5.2% Loans Summary as of June 30, 2025 (million USD) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Non-current loans | 3,999.6 | 3,740.1 | | Current loans | 241.8 | 888.7 | | Total loans (excluding prepaid financing costs) | 4,246.4 | 4,635.1 | | Loans - Related parties (non-current) | 2,519.0 | 1,705.0 | | Loans - Related parties (current) | 26.3 | 861.3 | - For the six months ended June 30, 2025, the **effective annual interest rate on loans was 5.2%** (2024: 5.2%)[209](index=209&type=chunk) [Trade and Other Payables](index=66&type=section&id=Trade%20and%20Other%20Payables) As of June 30, 2025, MMG's trade payables balance was $393.6 million, with $365 million aged less than six months, and the aging analysis is calculated from the creditor's invoice date - As of June 30, 2025, the **trade payables balance was $393.6 million** (December 31, 2024: $387.2 million)[210](index=210&type=chunk) - Of this, **$365 million** (December 31, 2024: $384.3 million) was **aged less than six months**[210](index=210&type=chunk) [Deferred Revenue](index=67&type=section&id=Deferred%20Revenue) As of June 30, 2025, MMG's total deferred revenue was $349.6 million, with $20.7 million current and $328.9 million non-current, reflecting $11.2 million recognized during the period and $13.7 million in interest accretion Deferred Revenue Summary as of June 30, 2025 (million USD) | Item | Amount | | :--- | :--- | | As at January 1, 2025 | 347.1 | | Deferred revenue recognised during the period | (11.2) | | Interest accretion on discounting | 13.7 | | As at June 30, 2025 | 349.6 | | Current | 20.7 | | Non-current | 328.9 | [Significant Related Party Transactions](index=67&type=section&id=Significant%20Related%20Party%20Transactions) MMG engaged in significant related party transactions with China Minmetals and its group companies, including non-ferrous metal sales, commodity derivatives, and interest expenses, with total payables to related parties at $2.637 billion and receivables at $187.2 million as of June 30, 2025, and several loan agreements revised H1 2025 Transactions with China Minmetals and its Group Companies Summary (million USD) | Item | 2025 | 2024 | | :--- | :--- | :--- | | Sales of non-ferrous metals | 1,303.3 | 777.2 | | Loss on commodity derivatives | (15.3) | (23.2) | | Interest expense | (55.9) | (70.0) | Significant Related Party Balances Summary as of June 30, 2025 (million USD) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total amounts due to related parties | 2,637.0 | 2,609.3 | | Total amounts due from related parties | 187.2 | 242.2 | - The financing agreements between MMG SA and Top Create, and MMF and Top Create, were **revised in June 2025**, with **Top Create replaced by Minmetals Hong Kong as the lender**, and **repayment periods and interest rates adjusted**[216](index=216&type=chunk)[217](index=217&type=chunk) [Capital Commitments](index=69&type=section&id=Capital%20Commitments) As of June 30, 2025, MMG had capital expenditure commitments totaling $515.3 million, contracted but not recognized as liabilities, primarily for property, plant, and equipment Capital Commitments Summary as of June 30, 2025 (million USD) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Property, plant and equipment (within one year) | 499.1 | 261.3 | | Property, plant and equipment (more than one year but not more than five years) | 15.2 | 129.0 | | Intangible assets (within one year) | 1.0 | 0.8 | | Total | 515.3 | 391.1 | [Contingent Matters](index=69&type=section&id=Contingent%20Matters) MMG's contingent matters include $351 million in bank guarantees with no significant claims, and tax-related disputes in Peru where SUNAT has appealed favorable tax court rulings for Las Bambas, potentially leading to significant liabilities if appeals fail - As of June 30, 2025, MMG's **bank guarantees amounted to $351 million**, with **no significant claims reported**[220](index=220&type=chunk) - Peru's National Tax Administration Superintendence (SUNAT) disputed Las Bambas' withholding and income tax audits, involving **hundreds of millions of dollars in potential tax liabilities**[222](index=222&type=chunk)[223](index=223&type=chunk) - Despite favorable tax court rulings, SUNAT has filed judicial appeals, with a **final decision potentially taking several years**; if the appeals are unsuccessful, it could lead to the **recognition of significant liabilities**[223](index=223&type=chunk)[224](index=224&type=chunk) [Financial and Other Risk Management](index=71&type=section&id=Financial%20and%20Other%20Risk%20Management) MMG's financial risk management policies remained unchanged since end-2024, covering commodity price hedging, interest rate monitoring, and liquidity management through debt facilities and early payment agreements, while also addressing country and community risks - MMG's financial risk management policies have **not changed since December 31, 2024**[225](index=225&type=chunk) - The company manages commodity price risk through **commodity transactions such as fixed price swaps for copper and zinc sales**[225](index=225&type=chunk) - MMG has **sufficient debt facilities to manage liquidity**, and as of June 30, 2025, **had not breached any loan covenant requirements**[230](index=230&type=chunk) - The company faces