Financial Performance - Total revenue for the year ended June 30, 2025, was HKD 579,400,000, a decrease of 39.6% compared to HKD 959,084,000 for the previous period[4] - The gross profit for the year was HKD 39,499,000, down from HKD 49,905,000, reflecting a decline of 20.0%[5] - The company reported a net loss attributable to owners of HKD 7,450,000, compared to a loss of HKD 132,840,000 in the previous period, indicating an improvement[4] - The company reported a net loss attributable to shareholders of HKD 6,709,000 for the year ended June 30, 2025, compared to a loss of HKD 127,847,000 for the previous year, indicating a significant improvement[6] - Total comprehensive income for the year was HKD 3,273,000, a recovery from a loss of HKD 6,485,000 in the prior year[6] - The company reported a basic loss per share of HKD 1.32 for the year, compared to HKD 28.90 in the previous year, reflecting a substantial reduction in losses[7] - The group reported a net loss of approximately HKD 10,282,000 for the year ending June 30, 2025[15] - The group reported a pre-tax loss of HKD 7,450,000 for the year ending June 30, 2025, and a loss of HKD 132,840,000 for the period from January 1, 2023, to June 30, 2024[36] Revenue Segments - The revenue from carbon neutral business was HKD 4,654,000, while the revenue from digital technology business was HKD 5,703,000, showing significant growth in these segments[4] - The revenue from carbon neutrality consulting and carbon planning services was HKD 4,654,000 for the period ending June 30, 2025, compared to HKD 3,912,000 for the same period in 2024, showing an increase of about 19%[28] - The revenue from civil engineering and construction business for the year was HKD 556.8 million, a decrease from HKD 657.4 million in the previous period[60] - The revenue from carbon credit asset sales was HKD 0 for the period ending June 30, 2025, compared to HKD 229,000 for the same period in 2024[28] Expenses and Costs - The company incurred research and development costs of HKD 12,019,000 during the year, indicating ongoing investment in innovation[5] - Administrative and selling expenses were HKD 75,130,000, down from HKD 102,279,000, reflecting cost control measures[5] - The total cost of goods sold for the year ending June 30, 2025, was HKD 539,901,000, with a significant portion attributed to contract costs of HKD 522,662,000[32] - Employee benefit expenses, excluding directors and highest-paid executives, totaled HKD 84,545,000 for the year ending June 30, 2025[32] - The financial expenses for the year were approximately HKD 29.2 million, a decrease of about HKD 43.4 million or 59.8% compared to the previous period[52] Assets and Liabilities - The company's non-current assets decreased to HKD 62,055,000 from HKD 67,511,000 year-over-year, primarily due to declines in machinery and equipment, and intangible assets[8] - Current assets increased significantly to HKD 397,589,000 from HKD 296,745,000, driven by a rise in carbon credit assets and cash and cash equivalents[8] - The total liabilities of the company were not disclosed, but the financial costs amounted to HKD 29,235,000, down from HKD 72,647,000, indicating reduced borrowing costs[5] - Non-current liabilities rose to HKD 62,344,000 from HKD 34,346,000, largely due to increased borrowings[9] - The total equity attributable to shareholders increased to HKD 22,463,000 from HKD 2,176,000, indicating a positive shift in the company's financial position[9] - The company’s total liabilities increased to HKD 441,052,000 from HKD 365,654,000, indicating a rise in financial obligations[9] - As of June 30, 2025, the group's current liabilities reached HKD 378,708,000, with HKD 162,031,000 of interest-bearing liabilities in default[15] Strategic Focus and Future Plans - The company is focusing on expanding its carbon neutral and digital technology businesses as part of its growth strategy[4] - The company plans to continue developing existing carbon credit assets and explore new carbon projects to ensure supply and enrich its carbon credit portfolio[17] - The group plans to innovate in the new energy sector by developing an integrated business model for solar energy, charging, storage, and management[50] - The group aims to utilize blockchain and artificial intelligence technologies to develop an integrated online and offline platform for lithium battery utilization[50] - The group plans to continue developing customer resources by collaborating with China Everbright Group and China National Chemical Corporation to increase carbon asset sources[70] Corporate Governance and Compliance - The board does not recommend any final dividend for the current year[79] - The group is committed to maintaining high levels of corporate governance to protect shareholder rights and enhance corporate value[80] - The company has fully complied with listing rules regarding the appointment and resignation of independent non-executive directors, with recent changes including the appointment of Mr. Cao Ming as the chairman of the audit committee[82] - The audit committee currently consists of three members, all of whom are independent non-executive directors, and has reviewed the group's accounting principles and policies[86] Regulatory and Reporting Standards - The group has adopted revised Hong Kong Financial Reporting Standards, which became mandatory this year, with no significant impact on the financial position and performance for the current and prior years[19] - The group has not early adopted any newly issued or revised Hong Kong Financial Reporting Standards that are not yet effective, including HKFRS 9 and HKFRS 10, which will affect future financial periods starting on or after specified dates[20] - The introduction of HKFRS 18 will replace HKAS 1 and is expected to improve the presentation and disclosure of financial statements, with the new standard allowing for early application[22][23] Environmental and Sustainability Initiatives - The group emphasizes environmental protection and sustainable development in its civil engineering and construction projects, maintaining ISO 14001 certification for its environmental management system[58] - The group aims to reduce 2% of China's CO2 emissions through natural and technological solutions, targeting a total of 100 million tons of negative carbon emissions[55] - The group successfully registered the first fertilizer centralized treatment project on the VCS platform, achieving an annual reduction of 76,000 tons of CO2 equivalent over a ten-year period[54]

Financial Performance Overview [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=1&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) Revenue grew 86%, gross profit slightly declined, and loss narrowed, improving basic loss per share | Metric | For the 18 months ended June 30, 2025 (HKD thousand) | For the year ended December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Revenue | 875,247 | 471,779 | | Cost of sales | (814,433) | (410,040) | | Gross profit | 60,814 | 61,739 | | Loss before tax | (320,734) | (385,961) | | Loss for the period/year | (306,263) | (383,293) | | Basic loss per share (HK cents) | (5.60) | (7.00) | [Consolidated Statement of Financial Position](index=3&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, total assets decreased, and shareholders' equity shifted from surplus to deficit | Metric | As of June 30, 2025 (HKD thousand) | As of December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Non-current assets | 1,079,229 | 1,381,775 | | Current assets | 797,025 | 853,883 | | Current liabilities | 1,821,339 | 1,677,926 | | Net current liabilities | (1,024,314) | (824,043) | | Non-current liabilities | 291,339 | 474,796 | | Total (deficit) / equity | (236,424) | 82,936 | Notes to the Financial Statements [1. Basis of Preparation](index=4&type=section&id=1.%20Basis%20of%20Preparation) Consolidated financial statements are prepared under HKFRS and Hong Kong Companies Ordinance, using historical cost and presented in HKD - The consolidated financial statements adhere to Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance, prepared under the historical cost convention and presented in **Hong Kong Dollars**[8](index=8&type=chunk) [2. Going Concern Basis](index=4&type=section&id=2.%20Going%20Concern%20Basis) The Group faces significant going concern uncertainties due to substantial losses, net current liabilities, and overdue debts; the Board proposed mitigation measures - For the period ended June 30, 2025, the Group incurred a loss of approximately **HKD 306,263 thousand**, net current liabilities of approximately **HKD 1,024,314 thousand**, net liabilities of approximately **HKD 236,424 thousand**, cash and cash equivalents of approximately **HKD 2,971 thousand**, and overdue interest-bearing loan repayments of approximately **HKD 414,871 thousand**[9](index=9&type=chunk) - The Board plans to ensure sufficient working capital through measures such as asset disposals, extension of overdue loans/alternative refinancing, securing new bank financing, and share placements, deeming the preparation of consolidated financial statements on a **going concern basis** appropriate[10](index=10&type=chunk) [3. Adoption of New and Revised HKFRSs](index=5&type=section&id=3.%20Adoption%20of%20New%20and%20Revised%20HKFRSs) The Group adopted all new and revised HKFRSs effective January 1, 2024, with no significant changes to accounting policies or financial statements - The adoption of new and revised HKFRSs did not result in significant changes to the Group's accounting policies, financial statement presentation, or amounts[11](index=11&type=chunk) [4. Revenue and Segment Information](index=6&type=section&id=4.%20Revenue%20and%20Segment%20Information) The Group operates in six reportable segments, generating total revenue of HKD 875,247 thousand, primarily from China - The Group has six reportable segments: digital video business, new energy vehicle business, cloud ecosystem big data business, property development, property investment, and general trading[12](index=12&type=chunk) Revenue by Reportable Segment | Revenue Source | For the 18 months ended June 30, 2025 (HKD thousand) | For the year ended December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Sales of digital video products | 465,032 | 229,223 | | Revenue from new energy vehicle charging services | 198,791 | 176,921 | | Processing income for new energy vehicle components | 183,758 | 34,356 | | Revenue from big data services | 4,472 | 2,799 | | Sales of construction materials | – | 1,294 | | General trading | – | 3,858 | | Revenue from contracts with customers | 852,053 | 448,451 | | Rental income | 23,194 | 23,328 | | Total revenue | 875,247 | 471,779 | Revenue from External Customers (by Geographical Area) | Region | For the 18 months ended June 30, 2025 (HKD thousand) | For the year ended December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | China | 875,247 | 470,986 | | Hong Kong | – | 793 | | Total | 875,247 | 471,779 | Major Customer Revenue | Customer | Segment | For the 18 months ended June 30, 2025 (HKD thousand) | For the year ended December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | :--- | | Customer A | New energy vehicle business | 147,750 | 129,717 | | Customer B | Digital video business | 104,083 | 74,193 | | Customer C | Digital video business | 103,763 | N/A | [5. Other Income](index=15&type=section&id=5.%20Other%20Income) Other income increased from HKD 39,496 thousand to HKD 67,351 thousand, driven by higher interest from associates and government grants Details of Other Income | Item | For the 18 months ended June 30, 2025 (HKD thousand) | For the year ended December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Bank interest income | 541 | 1,370 | | Interest income from associates | 35,964 | 8,040 | | Government grants | 24,638 | 11,073 | | Penalty income for breach of contract | 1,525 | – | | Others | 4,683 | 307 | | **Total** | **67,351** | **39,496** | [6. Other Gains and Losses, Net](index=16&type=section&id=6.%20Other%20Gains%20and%20Losses%2C%20Net) Net other gains and losses narrowed from a loss of HKD 247,875 thousand to HKD 172,299 thousand, mainly due to expected credit losses and fair value changes Details of Other Gains and Losses, Net | Item | For the 18 months ended June 30, 2025 (HKD thousand) | For the year ended December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Expected credit losses recognized on trade receivables | (98,193) | (10,031) | | Expected credit losses recognized on other receivables | (15,193) | (51,168) | | Fair value changes of investment properties | (120,803) | (25,723) | | Fair value (losses) / gains on investments at fair value through profit or loss | (7,106) | 9,600 | | **Total** | **(172,299)** | **(247,875)** | [7. Finance Costs](index=16&type=section&id=7.%20Finance%20Costs) Finance costs increased from HKD 55,090 thousand to HKD 83,800 thousand, primarily due to increased interest on bank and other loans Details of Finance Costs | Item | For the 18 months ended June 30, 2025 (HKD thousand) | For the year ended December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Interest on bank and other borrowings | 69,367 | 47,543 | | Interest on bills payable | 12,343 | 6,476 | | Interest on lease liabilities | 2,090 | 1,071 | | **Total** | **83,800** | **55,090** | [8. Loss for the Period/Year](index=17&type=section&id=8.%20Loss%20for%20the%20Period%2FYear) Loss for the period was primarily affected by cost of inventories sold, staff costs, depreciation, and fair value losses on investment properties Key Components of Loss for the Period/Year | Item | For the 18 months ended June 30, 2025 (HKD thousand) | For the year ended December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Cost of inventories sold | 814,433 | 410,040 | | Staff costs | 111,838 | 90,563 | | Depreciation of property, plant and equipment | 83,161 | 66,258 | | Fair value losses on investment properties | 120,803 | 25,723 | | Impairment loss on property, plant and equipment | – | 91,655 | [9. Income Tax Credit](index=17&type=section&id=9.%20Income%20Tax%20Credit) The Group recorded an income tax credit of HKD 14,471 thousand, primarily due to deferred tax credits; some China operations enjoy a 15% preferential tax rate - Jiu Rong New Energy and Yunqi Cloud Data obtained high-tech enterprise certificates, entitling them to a **preferential tax rate of 15%**[30](index=30&type=chunk) Details of Income Tax Credit | Item | For the 18 months ended June 30, 2025 (HKD thousand) | For the year ended December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Current - China | (436) | 854 | | Deferred tax | (14,035) | (3,522) | | **Income tax credit** | **(14,471)** | **(2,668)** | - As of June 30, 2025, the Group has unutilized tax losses of approximately **HKD 462,462 thousand** available to offset future profits, of which approximately **HKD 461,741 thousand** are unrecognized tax assets[31](index=31&type=chunk) [10. Loss Per Share](index=19&type=section&id=10.%20Loss%20Per%20Share) Basic loss per share for the 18 months ended June 30, 2025, was 5.60 HK cents, an improvement from 7.00 HK cents in 2023 Loss Per Share | Metric | For the 18 months ended June 30, 2025 (HK cents) | For the year ended December 31, 2023 (HK cents) | | :--- | :--- | :--- | | Basic loss per share | (5.60) | (7.00) | | Diluted loss per share | (5.60) | (7.00) | [11. Dividends](index=19&type=section&id=11.%20Dividends) The Board does not recommend any dividends for the 18 months ended June 30, 2025, or for the year ended December 31, 2023 - The Board does not recommend the payment of any dividends for the 18 months ended June 30, 2025, or for the year ended December 31, 2023[35](index=35&type=chunk) [12. Trade Receivables](index=19&type=section&id=12.%20Trade%20Receivables) As of June 30, 2025, total trade receivables decreased to HKD 318,071 thousand, with receivables over one year forming the largest portion Trade Receivables and Loss Allowance | Item | As of June 30, 2025 (HKD thousand) | As of December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Trade receivables | 425,945 | 493,112 | | Loss allowance | (107,874) | (98,659) | | **Total** | **318,071** | **394,453** | Ageing Analysis of Trade Receivables (Net of Impairment) | Ageing | As of June 30, 2025 (HKD thousand) | As of December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Within 90 days | 1,833 | 79,267 | | 91 to 180 days | 19,872 | 1,462 | | 181 days to one year | 301 | 6,651 | | Over one year | 296,065 | 307,073 | | **Total** | **318,071** | **394,453** | - For the 18 months ended June 30, 2025, the expected credit loss allowance for trade receivables was approximately **HKD 10,031 thousand**, a decrease from **HKD 98,659 thousand** in 2023[40](index=40&type=chunk) [13. Trade and Bills Payables](index=21&type=section&id=13.%20Trade%20and%20Bills%20Payables) Total trade and bills payables decreased significantly to HKD 652,220 thousand, with trade payables over two years showing a notable increase Trade and Bills Payables | Item | As of June 30, 2025 (HKD thousand) | As of December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Trade payables | 474,684 | 944,651 | | Bills payable | 177,536 | 277,045 | | **Total** | **652,220** | **1,221,696** | Ageing Analysis of Trade Payables | Ageing | As of June 30, 2025 (HKD thousand) | As of December 31, 2023 (HKD thousand) | | :--- | :--- | :--- | | Within 180 days | 32,319 | 127,331 | | 181 days to one year | 9,040 | 35,967 | | One to two years | 104,352 | 719,949 | | Over two years | 328,973 | 61,404 | | **Total** | **474,684** | **944,651** | Management Discussion and Analysis [Financial Review](index=22&type=section&id=Financial%20Review) The Group's turnover grew 86%, gross profit margin declined, and losses persisted; financial position faced liquidity pressure, and shareholders' equity turned into a deficit - For the 18 months ended June 30, 2025, turnover was approximately **HKD 875,247 thousand**, an increase of approximately **86%** compared to 2023[43](index=43&type=chunk) - Gross profit margin decreased from approximately **13.09%** to **6.95%**[49](index=49&type=chunk) - As of June 30, 2025, shareholders' equity was a deficit of approximately **HKD 236,424 thousand** (2023: a surplus of approximately **HKD 82,936 thousand**)[51](index=51&type=chunk) - Investment properties recorded significant fair value losses of approximately **HKD 120,803 thousand** (2023: approximately **HKD 25,723 thousand**)[52](index=52&type=chunk) - The Group disposed of all its equity investments listed outside Hong Kong, classified as fair value through other comprehensive income, expecting a disposal gain of approximately **HKD 22,834 thousand**[54](index=54&type=chunk) [Overall Financial Performance](index=22&type=section&id=Overall%20Financial%20Performance) - For the 18 months ended June 30, 2025, turnover was approximately **HKD 875,247 thousand**, an increase of approximately **86%** compared to 2023[43](index=43&type=chunk) - Gross profit was approximately **HKD 60,814 thousand**, a decrease of approximately **1%** compared to 2023[43](index=43&type=chunk) - Loss was approximately **HKD 306,263 thousand**, a decrease of approximately **20%** compared to 2023[43](index=43&type=chunk) - Basic loss per share was approximately **5.60 HK cents**, an improvement from **7.00 HK cents** in 2023[43](index=43&type=chunk) [Turnover](index=22&type=section&id=Turnover) - The Group's turnover primarily derives from digital video business, new energy vehicle business, cloud ecosystem big data business, property investment, property development, and general trading[44](index=44&type=chunk) [Operating Segments](index=22&type=section&id=Operating%20Segments) - Digital video business: R&D, production, and sales of smart TVs, digital TVs, high-definition LCD TVs, and set-top boxes, along with telecommunications, TV, and internet integrated application solutions for the digital audio-visual industry[46](index=46&type=chunk) - New energy vehicle business: Construction, application, and management of new energy vehicles and related products, charging facilities, and smart management systems, as well as providing processing services for new energy vehicle components[46](index=46&type=chunk) - Cloud ecosystem big data business: Engaged in cloud ecosystem big data application and management[47](index=47&type=chunk) - Property development: Engaged in big data industrial park property development in Hangzhou, and previously invested in industrial park and property development projects in Harbin and Wenzhou, with the Wenzhou project having been terminated[47](index=47&type=chunk) - Property investment: Generates rental income through the Hangzhou Big Data Industrial Park, which comprises 7 mixed-use commercial and office buildings and parking spaces[47](index=47&type=chunk) - General trading: General trading of goods and commodities[48](index=48&type=chunk) [Gross Profit Margin](index=23&type=section&id=Gross%20Profit%20Margin) - Gross profit margin decreased from approximately **13.09%** to **6.95%**[49](index=49&type=chunk) [Expenses](index=24&type=section&id=Expenses) - The Group continues to implement strict cost control measures across all aspects of its operations, adhering to prudent financial management principles[50](index=50&type=chunk) [Financial Position and Liquidity](index=24&type=section&id=Financial%20Position%20and%20Liquidity) - As of June 30, 2025, the asset-liability ratio was **0.74**, consistent with 2023[51](index=51&type=chunk) - The Group recorded net current liabilities, with cash used in operations of approximately **HKD 316,849 thousand**[51](index=51&type=chunk) - Cash and cash equivalents were approximately **HKD 2,971 thousand**, a decrease from **HKD 4,247 thousand** in 2023[51](index=51&type=chunk) - Shareholders' equity shifted from a surplus of approximately **HKD 82,936 thousand** in 2023 to a deficit of approximately **HKD 236,424 thousand** as of June 30, 2025[51](index=51&type=chunk) - Trade and bills receivables decreased from **HKD 394,453 thousand** in 2023 to **HKD 318,071 thousand** as of June 30, 2025[51](index=51&type=chunk) - Investment properties recorded significant fair value losses of approximately **HKD 120,803 thousand** (2023: approximately **HKD 25,723 thousand**), primarily due to the downturn in the China real estate market[52](index=52&type=chunk) - The Group has pledged bank deposits, properties held for sale, investment properties, and trade receivables as collateral for bank loans[53](index=53&type=chunk) [Significant Investments Held, Material Acquisitions and Disposals](index=25&type=section&id=Significant%20Investments%20Held%2C%20Material%20Acquisitions%20and%20Disposals) - The Group disposed of all its equity investments listed outside Hong Kong, classified as fair value through other comprehensive income, expecting a disposal gain of approximately **HKD 22,834 thousand**[54](index=54&type=chunk) - The Company sold a total of **7,570,000 shares** of Songdo Services Group Co Ltd in the open market, which were classified as investments at fair value through profit or loss[54](index=54&type=chunk) [Capital Structure](index=25&type=section&id=Capital%20Structure) - There were no changes to the Company's capital structure during the review period[55](index=55&type=chunk) [Risk Management](index=25&type=section&id=Risk%20Management) The Group faces intense competition in digital video, power supply and charging safety risks in new energy vehicles, and low foreign exchange risk - The digital video business faces intense competition, putting downward pressure on product prices; market position depends on the ability to manage competition, introduce new products, and implement pricing strategies[56](index=56&type=chunk) - The new energy vehicle business relies on a stable power supply, with charging times primarily scheduled between midnight and early morning to reduce electricity costs[57](index=57&type=chunk) - The new energy vehicle business utilizes employee manuals for charging pile operations and features automatic stop functions for abnormal charging to ensure safety[58](index=58&type=chunk) - The Group faces very low foreign currency risk and currently has no foreign currency hedging policy, but it closely monitors and considers hedging when necessary[59](index=59&type=chunk) [Contingent Liabilities and Capital Commitments](index=26&type=section&id=Contingent%20Liabilities%20and%20Capital%20Commitments) The Group had no contingent liabilities, and capital commitments significantly decreased to HKD 17,385 thousand - The Group had no contingent liabilities during the review period[60](index=60&type=chunk) - Capital commitments were approximately **HKD 17,385 thousand**, a significant decrease from **HKD 150,449 thousand** in 2023[60](index=60&type=chunk) [Employees and Remuneration Policy](index=26&type=section&id=Employees%20and%20Remuneration%20Policy) Employee count decreased to 248, but total remuneration increased; policy aims to attract talent, with MPF and China retirement plans - As of June 30, 2025, the Group had **248 employees** (2023: **395 employees**)[61](index=61&type=chunk) - Total employee remuneration for the period was approximately **HKD 111,838 thousand** (2023: approximately **HKD 90,563 thousand**)[61](index=61&type=chunk) - The Group operates a Mandatory Provident Fund Scheme (for Hong Kong employees) and a China retirement plan (for China employees)[61](index=61&type=chunk) - The directors' remuneration policy aims to provide competitive packages; executive directors' remuneration includes basic salary, discretionary bonuses, and other benefits, while independent non-executive directors receive fixed director's fees[62](index=62&type=chunk) [Events After Reporting Period](index=27&type=section&id=Events%20After%20Reporting%20Period) Subsequent to the reporting period, the Group undertook several asset disposals and debt restructuring activities - On August 28, 2025, the Group sold approximately **5.22%** equity interest in Hangzhou Eastern Software Park Co Ltd for **RMB 36,487,800**[63](index=63&type=chunk) - On September 10, 2025, the Group agreed to transfer **100%** equity interest in Jiangsu Jiurong Integrated Energy Services Co Ltd and **13 electric vehicle charging stations** for a consideration of **RMB 6,870,000**, with the buyer assuming repayment of loan principal of **RMB 1,060,000** and interest[63](index=63&type=chunk) - On September 15, 2025, Suyuan Jiurong, Yunqi Cloud Data, and their creditors entered into a claim substitution agreement to transfer repayment responsibilities[64](index=64&type=chunk) [Business Review and Outlook](index=28&type=section&id=Business%20Review%20and%20Outlook) Under multiple pressures, the Group remained under pressure in H1 2025; despite this, key business segments achieved revenue growth; the Group will continue to invest in new energy vehicles and cloud big data - The Group's strategy is to actively seize technology-driven industry development opportunities through a diversified business portfolio, while maintaining prudent risk management and cost control[65](index=65&type=chunk) - For the 18 months ended June 30, 2025, digital video business turnover increased to approximately **HKD 465,032 thousand**, an increase of approximately **103%** compared to last year[66](index=66&type=chunk) - New energy vehicle business recorded turnover of approximately **HKD 382,549 thousand**, an increase of approximately **81%** compared to last year[66](index=66&type=chunk) - Cloud ecosystem big data business recorded turnover of approximately **HKD 4,472 thousand**, an increase of approximately **60%** compared to last year[68](index=68&type=chunk) - The Group will continue to invest in the new energy vehicle business and further establish EV charging stations in Hangzhou and other provinces in China, aiming to become one of China's largest new energy vehicle charging facility operators[68](index=68&type=chunk) - Future strategies include: closely evaluating business performance, investing in new energy vehicle and cloud ecosystem big data businesses, exploring new business or investment opportunities, considering fundraising options, and focusing on product quality and cost control[69](index=69&type=chunk) Corporate Governance and Audit Report [Purchase, Redemption or Sale of the Company's Listed Securities](index=30&type=section&id=Purchase%2C%20Redemption%20or%20Sale%20of%20the%20Company%27s%20Listed%20Securities) Neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of its listed securities during the period - During the period, neither the Company nor any of its subsidiaries purchased, redeemed, or sold any of the Company's listed securities[70](index=70&type=chunk) [Standard Code for Securities Transactions](index=30&type=section&id=Standard%20Code%20for%20Securities%20Transactions) The Company adopted a code of conduct for securities transactions, and all directors confirmed compliance with the Model Code and code of conduct - The Company has adopted a code of conduct for securities transactions, and all directors have confirmed compliance with the required standards of the Model Code and the code of conduct throughout the period[71](index=71&type=chunk)[72](index=72&type=chunk) [Corporate Governance Practices](index=30&type=section&id=Corporate%20Governance%20Practices) The Company complied with the Corporate Governance Code, with exceptions for vacant Chairman and CEO positions and no independent internal audit department - The Company has complied with the Code Provisions of the Corporate Governance Code, with exceptions for the vacant positions of Chairman and and CEO and the absence of an independent internal audit department[73](index=73&type=chunk) - The Board has assigned a group of staff to perform internal audit functions, with executive directors and the Chief Financial Officer directly responsible for risk management and internal control systems[73](index=73&type=chunk) [Audit Committee](index=31&type=section&id=Audit%20Committee) The Company's Audit Committee, comprising three independent non-executive directors, reviews and oversees financial reporting and internal controls - The Audit Committee comprises three independent non-executive directors, responsible for reviewing and overseeing the Group's financial reporting procedures and internal control systems[74](index=74&type=chunk) - The Audit Committee has reviewed the Group's full-year results for the period, including the accounting principles and practices adopted by the Company[75](index=75&type=chunk) [Scope of Work of the Group's Auditor](index=31&type=section&id=Scope%20of%20Work%20of%20the%20Group%27s%20Auditor) The Group's auditor agreed to the consolidated financial statement figures but did not express an opinion or assurance conclusion - The auditor has agreed to the consolidated financial statement figures in the preliminary announcement but has not expressed an opinion or assurance conclusion thereon, as their work does not constitute an assurance engagement[76](index=76&type=chunk) [Extract of Independent Auditor's Report](index=31&type=section&id=Extract%20of%20Independent%20Auditor%27s%20Report) The independent auditor disclaimed an opinion on the Group's consolidated financial statements due to significant going concern uncertainties and insufficient audit evidence for management's mitigation measures - The auditor disclaimed an opinion on the Group's consolidated financial statements due to inability to obtain sufficient appropriate audit evidence[78](index=78&type=chunk) - The primary basis for the disclaimer of opinion is scope limitations related to the assessment of the appropriateness of the going concern basis, including the Group's significant losses, net current liabilities, net liabilities, insufficient cash and cash equivalents, and overdue debts[79](index=79&type=chunk) - The auditor was unable to obtain sufficient audit evidence to assess whether management's proposed mitigation measures (such as asset disposals, debt extensions/refinancing, new financing, and share placements) could be successfully implemented[80](index=80&type=chunk)[81](index=81&type=chunk) - The auditor had doubts about the recoverability of trade receivables from Cuban trade business (approximately **HKD 176,182 thousand**) due to the Cuban National Bank's inability to settle outstanding amounts on time and the absence of a clear repayment schedule[83](index=83&type=chunk) - The auditor was unable to confirm the nature and recoverability of an amount due from a former director (advances of **HKD 8,304 thousand**), which depends on the outcome of ongoing High Court legal proceedings[85](index=85&type=chunk) [Disclaimer of Opinion](index=31&type=section&id=Disclaimer%20of%20Opinion) - The auditor disclaimed an opinion on the Group's consolidated financial statements due to inability to obtain sufficient appropriate audit evidence[78](index=78&type=chunk) [Basis for Disclaimer of Opinion](index=32&type=section&id=Basis%20for%20Disclaimer%20of%20Opinion) - The Group recorded a loss of approximately **HKD 306,263 thousand**, net current liabilities of approximately **HKD 1,024,314 thousand**, net liabilities of approximately **HKD 236,424 thousand**, cash and cash equivalents of approximately **HKD 2,971 thousand**, and overdue interest-bearing loan repayments of approximately **HKD 414,871 thousand** during the period[79](index=79&type=chunk) - The validity of the going concern assumption depends on the successful implementation of measures such as asset disposals, extension/refinancing of overdue debts, new financing, and share placements, but the auditor could not obtain sufficient audit evidence to assess their feasibility[80](index=80&type=chunk)[81](index=81&type=chunk) [Other Matters](index=33&type=section&id=Other%20Matters) - The auditor could not be satisfied with the recoverability of trade receivables of approximately **HKD 176,182 thousand** from Cuban trade business, as the Cuban National Bank was unable to settle outstanding amounts on time[83](index=83&type=chunk) - The auditor was unable to confirm the nature and recoverability of an amount due from a former director of **HKD 8,304 thousand**, which depends on the outcome of ongoing legal proceedings[85](index=85&type=chunk) [Board's Position, Views and Assessment on the Disclaimer of Opinion](index=34&type=section&id=Board%27s%20Position%2C%20Views%20and%20Assessment%20on%20the%20Disclaimer%20of%20Opinion) The Board acknowledges the auditor's disclaimer and reiterates financial challenges; despite uncertainties, the Board has taken measures to alleviate liquidity pressure, believing in the going concern assumption - The Board acknowledges that the auditor's disclaimer of opinion reflects the inability to obtain sufficient audit evidence and reiterates the Group's significant financial risks and uncertainties[86](index=86&type=chunk) - The Board has actively taken multiple measures, including advancing asset disposals, communicating with creditors for extensions/refinancing, securing new bank financing, and promoting share placements, to alleviate liquidity pressure[87](index=87&type=chunk)[89](index=89&type=chunk) - Based on internal financial forecasts and active negotiations with various parties, the Board believes the Group has a reasonable basis to continue adopting the going concern assumption for preparing the consolidated financial statements[87](index=87&type=chunk) [Audit Committee's Opinion](index=36&type=section&id=Audit%20Committee%27s%20Opinion) The Audit Committee reviewed the auditor's disclaimer and management's responses, agreeing with management's going concern stance if plans succeed, and concurring on trade and other receivables - The Audit Committee has rigorously reviewed the auditor's disclaimer of opinion and management's responses, engaging in discussions with the auditor[90](index=90&type=chunk) - The Committee agrees with management's position on the appropriateness of preparing the consolidated financial statements on a going concern basis, provided that the relevant plans and measures are successfully implemented[91](index=91&type=chunk) - The Audit Committee understands the auditor's concerns regarding the uncertainties of management's ability to successfully implement the relevant plans and measures, and has no disagreement with the auditor on the going concern issue[91](index=91&type=chunk) - The Committee agrees with management's judgment on the recoverability of trade and other receivables[91](index=91&type=chunk) [Extract of Note 2 to the Consolidated Financial Statements](index=37&type=section&id=Extract%20of%20Note%202%20to%20the%20Consolidated%20Financial%20Statements) The Board reiterates that, based on plans for asset disposals, debt extensions/refinancing, new bank financing, and share placements, the Group will have sufficient working capital - The Board is satisfied that the Group will have sufficient working capital to meet current needs, thus deeming the preparation of consolidated financial statements on a **going concern basis** appropriate, provided that plans for asset disposals, debt extensions/refinancing, new bank financing, and share placements are successfully implemented[92](index=92&type=chunk) [Publication of Results Announcement](index=37&type=section&id=Publication%20of%20Results%20Announcement) The Group's full-year results for the 18 months ended June 30, 2025, are available on the HKEX website and the Company's website - The Group's full-year results for the 18 months ended June 30, 2025, are available on The Stock Exchange of Hong Kong Limited website www.hkex.com.hk and the Company's website http://www.irasia.com/listco/hk/2358[93](index=93&type=chunk) [Board of Directors](index=37&type=section&id=Board%20of%20Directors) As of this announcement date, the Board comprises three executive directors and three independent non-executive directors - The executive directors are Mr. Chen Yunxiang, Ms. Liu Bingjie, and Mr. Yan Zhendong[94](index=94&type=chunk) - The independent non-executive directors are Mr. Chen Zheng, Mr. Huang Zhijian, and Mr. Hua Nengdong[94](index=94&type=chunk)

Financial Performance - Total revenue for the year ended June 30, 2025, was RMB 711.5 million, a decrease of 34.7% compared to RMB 1,089.0 million in 2024[3] - Gross profit for the same period was RMB 113.4 million, down 37.0% from RMB 179.9 million in the previous year[3] - The company reported an operating loss of RMB 25.5 million, a decline of RMB 25.6 million from a profit of RMB 0.1 million in 2024[3] - Net loss for the year was RMB 25.7 million, compared to a profit of RMB 0.6 million in 2024, representing a decrease of RMB 26.3 million[3] - Basic loss per share was RMB 32.46, down from earnings of RMB 0.62 per share in the previous year, a decline of RMB 33.08[5] - The gross profit margin decreased to 15.9%, down 0.6 percentage points from 16.5% in 2024[3] - For the fiscal year ending June 30, 2025, total revenue was RMB 774,379,000, a decrease from RMB 1,214,697,000 in the previous year, representing a decline of approximately 36.3%[24] - The company reported a net loss of RMB 25,674,000 for the fiscal year ending June 30, 2025, compared to a net profit of RMB 580,000 in the previous year[24][25] - The loss attributable to the owners of the company was RMB 26.0 million, compared to a profit of RMB 0.4 million in the previous year[50] Assets and Liabilities - Total assets decreased to RMB 447.6 million from RMB 692.9 million in 2024, a decline of 35.4%[6] - Current assets fell to RMB 171.0 million, down from RMB 295.7 million in the previous year, a decrease of 42.1%[6] - Total liabilities decreased to RMB 130.0 million from RMB 340.0 million in 2024, a reduction of 61.8%[7] - The total assets as of June 30, 2025, amounted to RMB 447,603,000, a decrease from RMB 692,877,000 in the previous year, indicating a reduction of approximately 35.3%[24][25] - The total liabilities as of June 30, 2025, were RMB 130,029,000, down from RMB 339,992,000, reflecting a decrease of about 61.8%[24][25] Cash Flow and Financing - The company recorded a net cash outflow from operating activities of RMB 59.8 million for the year[9] - The net cash flow used in operating activities was RMB 59.8 million, a decrease from RMB 101.7 million in the previous year, primarily due to reduced revenue leading to lower inventory purchases[61] - The company has sufficient resources to continue operations for at least the next 12 months, with no significant uncertainties affecting its ability to continue as a going concern[10] - As of June 30, 2025, the company has available but undrawn bank financing of RMB 50,000,000 and loans from former joint ventures amounting to RMB 40,000,000[11] - The company continues to negotiate external financing options, including obtaining further loan financing and refinancing existing loans[11] Operational Changes - The company has closed several loss-making retail stores to minimize cash outflows, which is expected to improve operating profit margins and cash flow[11] - The company has implemented cost control measures to enhance operational efficiency and improve future cash flows[11] - The company has reduced its brand product offerings by 315, maintaining a total of 223 brand products by the end of the year[44] - The company operates a total of 120 chain stores, with a projected increase to 203 stores by 2024[41] - The active customer base in the national distribution network fell to approximately 1,027 from 1,515 in the previous year, with a notable decline in both retail and distributor customers[54] Revenue Breakdown - Revenue from external customers for the year ended June 30, 2025, was RMB 711,509,000, a decrease from RMB 1,089,037,000 for the year ended June 30, 2024[21] - The breakdown of revenue for the year ended June 30, 2025, includes RMB 140,374,000 from prescription drugs and RMB 502,432,000 from over-the-counter drugs[21] - The revenue from external customers for the distribution segment was RMB 513,626,000, while the retail segment generated RMB 197,883,000, contributing to a total external revenue of RMB 711,509,000[24] - The retail business revenue for the year was RMB 197.9 million, a year-on-year decrease of 40.4%[41] - The distribution business revenue was RMB 513.6 million, down 32.1% year-on-year[42] Employee and Operational Metrics - Employee benefit expenses decreased to RMB 68,195,000 in 2025 from RMB 113,440,000 in 2024, a reduction of about 40%[27] - As of June 30, 2025, the group had 842 full-time employees, a decrease from 1,286 in 2024, with total employee benefits expenditure amounting to RMB 68.2 million, down from RMB 113.4 million in 2024[67] Corporate Governance - The company is committed to maintaining high standards of corporate governance and has adopted the corporate governance code as per listing rules, ensuring compliance with applicable provisions[75] - The audit committee consists of three independent non-executive directors, responsible for overseeing the group's financial data and reporting processes[76] - The group's auditor confirmed that the figures in the annual performance announcement align with the audited consolidated financial statements[77] - The company has adopted a code of conduct for securities trading that meets or exceeds the standards set forth in the listing rules[78] Strategic Initiatives - The company plans to focus on the health sector, particularly the pharmaceutical industry, while optimizing its retail network and exploring structural transformation and digital upgrades[69] - The "Professional+" strategy aims to enhance service professionalism and operational quality, leveraging pharmacists and business school advantages to improve pharmaceutical service levels[69] - The "Platform+" strategy will expand value-added services in stores to meet growing consumer health demands, including aging and chronic disease management[70] - The "Internet+" strategy will strengthen the connection between physical stores and online platforms, utilizing new technologies and marketing ecosystems to enhance competitiveness[70] Market Trends - The Chinese government is increasingly focusing on the development of traditional Chinese medicine, with policies aimed at promoting high-quality development in the healthcare sector[36] - The market size of China's health industry is projected to reach RMB 29.1 trillion by 2030, driven by aging population and rising health awareness[36] - Technological innovations such as AI, big data, and IoT are being widely applied in healthcare, enhancing diagnostic efficiency and service quality[37] - The company is expected to accelerate the construction of elderly care service systems and improve service quality in 2024[37] - The company is focusing on community and home-based elderly care services to meet diverse aging needs[37]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不 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 告 全部或任何部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責 任。 PINE TECHNOLOGY HOLDINGS LIMITED 松景科技控股有限公司* （於百慕達註冊成立之有限公司） – 1 – （股份代號：1079） 截至二零二五年六月三十日止年度全年業績公告 松 景 科 技 控 股 有 限 公 司（「本公司」，連 同 其 附 屬 公 司（統 稱「本集團」））董 事（「董 事」）會（「董事會」）謹 此 呈 報 本 集 團 截 至 二 零 二 五 年 六 月 三 十 日 止 年 度（「本年度」） 的經審核綜合損益及其他全面收益表以及本集團於二零二五年六月三十日的 經 審 核 綜 合 財 務 狀 況 表，連 同 截 至 二 零 二 四 年 六 月 三 十 日 止 年 度 的 比 較 數 字 如 下： 綜合損益及其他全面收益表 截至二零二五年六月三十日止年度 | | | 二零二五年 | 二零二四年 | | --- ...

Financial Performance - The total revenue for the year ended June 30, 2025, was HKD 60,749,000, a decrease of 26.7% compared to HKD 82,817,000 for the year ended June 30, 2024[4]. - The gross profit for the year was HKD 13,252,000, down 25.1% from HKD 17,724,000 in the previous year[4]. - The operating loss for the year was HKD 39,292,000, significantly improved from a loss of HKD 75,877,000 in the prior year, indicating a reduction of 48.2%[4]. - The net loss attributable to the owners of the company was HKD 40,305,000, compared to HKD 67,660,000 in the previous year, reflecting a decrease of 40.5%[5]. - The total comprehensive loss for the year was HKD 38,437,000, down from HKD 73,264,000, marking a reduction of 47.5%[4]. - The company reported a comprehensive loss of HKD (42,940,000) in 2025, an improvement from HKD (72,084,000) in 2024, indicating a reduction in overall losses by about 40.5%[24]. - The company reported a pre-tax loss of HKD 45,281,000 for 2025, compared to a loss of HKD 82,678,000 in 2024, reflecting a 45% improvement year-over-year[31]. - Basic loss per share for the year was approximately HKD 40,305,000, down from HKD 67,660,000 in the previous year, indicating a reduction of 40%[33]. - The loss for the year reduced to approximately HKD 42,940,000, down from a loss of HKD 72,084,000 in the previous year[81]. - Basic and diluted loss per share was HKD 0.08, compared to HKD 0.16 in 2024[81]. Assets and Liabilities - The company's cash and cash equivalents as of June 30, 2025, were HKD 1,920,000, a significant decrease from HKD 22,857,000 in the previous year[6]. - The total assets less current liabilities amounted to HKD 489,742,000, down from HKD 530,631,000 in the previous year[7]. - The company's non-current assets decreased to HKD 518,481,000 from HKD 541,554,000, indicating a decline of 4.3%[6]. - The total assets decreased to HKD 607,732,000 in 2025 from HKD 661,398,000 in 2024, reflecting a decline of approximately 8.1%[24]. - Total liabilities increased slightly to HKD 227,147,000 in 2025 from HKD 242,376,000 in 2024, showing a decrease of about 6.3%[24]. - The total equity attributable to the owners of the company was HKD 374,043,000, down from HKD 409,944,000, reflecting a decrease of 8.8%[7]. - The group’s net asset value was approximately HKD 380,585,000, down from HKD 419,022,000 in 2024[84]. - Total borrowings amounted to approximately HKD 68,099,000, a decrease from HKD 84,841,000 in 2024[83]. Revenue Sources - The group reported customer contract revenue of HKD 51,868,000 for the year ending June 30, 2025, down from HKD 73,794,000 in the previous year[16]. - Revenue from Hong Kong decreased to HKD 48,485,000 in 2025 from HKD 68,093,000 in 2024, a decline of approximately 28.9%[25]. - Revenue from major customer B was HKD 34,512,000 in 2025, slightly increasing from HKD 34,019,000 in 2024, maintaining a significant contribution to total revenue[26]. - The metal recycling business recorded a significant revenue decline to approximately HKD 2,831,000 for the year ending June 30, 2025, down from HKD 9,822,000 in 2024, indicating a decrease of about 71.2%[67]. - The automotive and automotive parts business saw revenues drop to approximately HKD 48,769,000 for the year ending June 30, 2025, compared to HKD 63,726,000 in 2024, reflecting a decline of about 23.5%[69]. - Sales of automotive tires in Hong Kong and Taiwan decreased from approximately HKD 53,057,000 to HKD 38,143,000, a reduction of 28.1%[69]. - The hotel leasing business generated revenue of approximately HKD 4,924,000 for the year ending June 30, 2025, compared to HKD 4,784,000 in 2024, showing an increase of about 2.9%[77]. - The lending business generated interest income of approximately HKD 368,000 for the year, up from HKD 307,000 in 2024, representing an increase of about 19.9%[72]. Operational Changes and Strategies - The group has committed to measures aimed at improving operational cash flow, including cost-saving initiatives[10]. - The group anticipates sufficient cash resources to meet future operational funding and financing needs for at least the next 12 months from June 30, 2025[10]. - The company is engaged in various businesses, including metal recycling, automotive parts, and green market solutions, indicating a diversified operational strategy[50]. - The group continues to explore new business opportunities and is committed to developing sustainable existing operations[50]. - The company is considering the feasibility, costs, and returns of installing electric vehicle charging facilities in parking spaces to enhance competitiveness and increase usage rates[56]. - The company has not appointed a maintenance operator for the planting land since July 2018, which has affected the optimization of biological asset usage[62]. - The company is actively seeking lower-risk countries for metal recycling operations due to the challenging conditions in the Chinese market[68]. - The automotive sector is facing challenges due to weakened consumer purchasing power in Greater China, impacting sales and market dynamics[70]. - The company aims to maintain market share in the premium tire segment while exploring potential markets with demand for quality automotive tires[71]. Impairment and Valuation - The company reported a significant impairment loss on biological assets of HKD 5,373,000, compared to HKD 38,595,000 in the previous year, showing a substantial improvement[4]. - The impairment loss provision for accounts receivable decreased significantly from HKD 8,884,000 in 2024 to HKD 1,188,000 in 2025, a reduction of 86%[43]. - The fair value loss on investment properties was HKD (15,680,000) in 2025, compared to HKD (17,294,000) in 2024, showing a slight improvement in property valuations[24]. - The fair value of biological assets as of June 30, 2025, is approximately RMB 172,756,000, down from RMB 177,731,000 in 2024[62]. - The fair value of unharvested timber as of June 30, 2025, was HKD 189,080,000, down from HKD 190,958,000 in 2024, reflecting a decrease of 1%[36]. - The discount rate used for the valuation of operational rights is 15.6%, up from 14.3% in the previous year[65]. - The company’s management has assessed valuation techniques and discussed valuation processes with independent valuers to ensure accurate reporting of biological assets[39]. Governance and Compliance - The company has complied with the corporate governance code, except for the separation of roles between the chairman and CEO, which is currently held by the same individual[93]. - The audit committee consists of three independent non-executive directors, ensuring appropriate financial management expertise[96]. - The group's financial statements for the year ending June 30, 2025, have been reviewed by the external auditor, confirming consistency with the preliminary announcement[97]. - The board comprises six executive directors and three independent non-executive directors as of the announcement date[100]. - There are no significant contingent liabilities known to the board as of June 30, 2025[91]. - As of June 30, 2025, the group has minimal foreign currency risk, primarily conducting transactions in functional currencies of respective entities[90]. Shareholder Information - The company did not declare any dividends for the years ended June 30, 2025, and June 30, 2024[35]. - No dividends were recommended or declared for the year ended June 30, 2025[88]. - The company will hold its annual general meeting on December 4, 2025, with a record date of December 1, 2025, during which share transfer registration will be suspended[89].

Revenue and Profitability - Total revenue decreased by approximately 4.8% from HKD 50.1 million in 2024 to HKD 47.7 million in 2025[11] - Gross profit fell by about 15.5% from HKD 18.1 million in 2024 to HKD 15.3 million in 2025, with a gross margin decline from 36.2% to 32.0%[11] - Revenue from the travel products and services segment increased by 6.1% to HKD 34.7 million in 2025, driven by growth in the Greater Bay Area[14] - Revenue from the travel business process management segment remained stable at approximately HKD 10.8 million in 2025, compared to HKD 11.2 million in 2024[15] - Ticket distribution revenue decreased by approximately 64.5% from about HKD 6.2 million for the six months ended June 30, 2024, to about HKD 2.2 million for the six months ended June 30, 2025[16] - The overall gross margin decreased by approximately 4.2 percentage points from about 36.2% for the six months ended June 30, 2024, to about 32.0% for the six months ended June 30, 2025[26] - The gross profit from the travel products and services segment increased by approximately HKD 1.3 million or about 20.6% to approximately HKD 7.6 million for the six months ending June 30, 2025, compared to HKD 6.3 million for the same period in 2024[30] - The gross profit margin for the travel products and services segment rose by approximately 2.6 percentage points to about 21.9% for the six months ending June 30, 2025, from approximately 19.3% for the same period in 2024[30] - The group's overall gross profit decreased by approximately HKD 2.8 million or about 15.5% to approximately HKD 15.3 million for the six months ending June 30, 2025, from approximately HKD 18.1 million for the same period in 2024[37] Financial Position - The net loss for the period improved by 55.6%, from a loss of HKD 28.8 million in 2024 to a loss of HKD 12.8 million in 2025[4] - Total assets increased by 57.3% from HKD 110.8 million as of December 31, 2024, to HKD 174.3 million as of June 30, 2025[4] - Shareholders' equity decreased significantly by 1,633.3%, from HKD 0.6 million in 2024 to HKD (9.2) million in 2025[4] - The overall asset-liability ratio improved from 415.9% in 2024 to (22.5)% in 2025, indicating a significant change in financial structure[4] - The group's current liabilities net worth increased to approximately HKD 26.9 million as of June 30, 2025, from approximately HKD 13.2 million as of December 31, 2024[39] - The total liabilities increased to HKD 127,500,000 as of June 30, 2025, compared to HKD 58,692,000 as of December 31, 2024, marking a 117.0% increase[132] - The group obtained an interest-free loan of approximately HKD 2.1 million from the Canadian government as of June 30, 2025, down from HKD 2.3 million as of December 31, 2024[40] - The group held government bonds issued by the Canadian government amounting to approximately HKD 1.3 million as of June 30, 2025, with an interest rate of 2.8%[50] Cash Flow and Expenses - The net cash generated from operating activities was approximately HKD 27.0 million for the six months ending June 30, 2025, compared to approximately HKD 5.5 million for the same period in 2024[35] - The group's cash and cash equivalents increased by approximately 28.0% to about HKD 38.9 million as of June 30, 2025, from approximately HKD 30.4 million as of December 31, 2024[35] - Selling expenses decreased from approximately HKD 1.4 million for the six months ending June 30, 2024, to approximately HKD 0.9 million for the same period in 2025, primarily due to reduced rental expenses related to remote work arrangements in Canada[31] - Administrative expenses increased by approximately HKD 4.3 million or about 23.6% to approximately HKD 22.5 million for the six months ending June 30, 2025, from approximately HKD 18.2 million for the same period in 2024, mainly due to a one-time early termination fee paid to a service provider[32] - The company reported a net increase in cash and cash equivalents of HKD 6,458,000 for the current period, compared to HKD 9,033,000 in the previous year[89] Business Strategy and Operations - The company plans to continue monitoring and reassessing its business model and strategies in the U.S. market following the sale of its Canadian operations[13] - The company plans to optimize its business structure by focusing on more promising areas such as tourism products and services in the Greater Bay Area[19] - The company will continue to monitor and reassess its business model and strategy in the U.S. market, considering potential transformation or divestment opportunities[19] - The company anticipates continued revenue growth from self-operated tours in the Greater Bay Area of China, contributing to future cash flow stability[93] - The company operates three main business segments: ticket distribution, travel business process management, and travel products and services, which are regularly monitored by the executive directors[99][100] Shareholder Information - The company will not declare an interim dividend for the six months ended June 30, 2025, to retain more cash for operational needs and future development[17] - The company has not declared any interim dividends for the six months ended June 30, 2025, and June 30, 2024[58] - The company did not purchase, sell, or redeem any of its listed securities during the six months ended June 30, 2025[70] - As of June 30, 2025, Mr. Liu holds 900,000,000 shares, representing a 75.0% equity interest in the company[65] - Tomorrow Education Technology Limited holds 900,000,000 shares of the company, with Mr. Liu owning 70% and Mr. Liu Jie Feng owning 30%[66] Compliance and Auditing - The company's interim financial statements were reviewed in accordance with International Auditing and Assurance Standards Board's guidelines[75] - The review did not reveal any matters that would lead to a belief that the interim financial statements were not prepared in accordance with International Accounting Standard 34[76] - The financial report includes a comprehensive income statement for the six months ended June 30, 2025[78] - The group reviewed its unaudited interim results and financial report for the six months ended June 30, 2025, which were deemed to be prepared in accordance with applicable accounting standards and regulations[64] - The review was conducted by Hong Kong Lixin Dehao Accounting Firm Limited, with no significant issues identified[77] Credit Risk and Provisions - Expected credit loss provisions for financial assets decreased by approximately HKD 17.5 million or about 86.6% to approximately HKD 2.7 million for the six months ending June 30, 2025, from approximately HKD 20.2 million for the same period in 2024[33] - As of June 30, 2025, the expected credit loss provision for trade receivables and amounts due from travel companies for ticket costs totaled HKD 114,952,000, with a total carrying amount of HKD 160,924,000[143] - The expected loss rate for trade receivables as of June 30, 2025, was 71.4%, with a breakdown of overdue amounts showing 1.9% for current, 5.6% for 1-90 days overdue, and 100% for amounts overdue over 12 months[143] - The company maintains a credit policy that has been effective in limiting credit risk to an acceptable level[147] - The company continuously evaluates the credit quality of its counterparties, with credit terms typically ranging from 30 to 90 days[141] Foreign Exchange and Financial Assets - The company recorded a net foreign exchange loss of approximately HKD 3.6 million for the six months ended June 30, 2025, compared to a net foreign exchange gain of approximately HKD 1.8 million for the six months ended June 30, 2024[46] - The company experienced a foreign exchange loss of HKD 3,575,000 in the current period, compared to a gain of HKD 1,813,000 in the previous period, reflecting a negative swing of approximately HKD 5,388,000[89] - As of June 30, 2025, the financial assets measured at fair value through profit or loss amounted to HKD 1,333,000, while those measured at fair value through other comprehensive income totaled HKD 1,644,000, resulting in a total of HKD 2,977,000[149] Acquisitions and Disposals - The company completed the sale of its Canadian subsidiary for CAD 3.0 million (approximately HKD 17.1 million) on August 29, 2025[12] - As of June 30, 2025, the group had no significant acquisitions or disposals of subsidiaries, associates, or joint ventures[48] - On August 29, 2025, the company entered into a sale agreement to sell its indirect wholly-owned subsidiary BVTEHC Inc. and its subsidiary Tour East Holidays (Canada) Inc. for approximately CAD 3 million, equivalent to about HKD 17.1 million[155]

[Supplementary Announcement Overview](index=1&type=section&id=Supplementary%20Announcement%20Overview) This section provides an overview of the supplementary announcement, detailing its purpose and background [Purpose and Background of the Announcement](index=1&type=section&id=Purpose%20and%20Background%20of%20the%20Announcement) This announcement provides supplementary information for Black Sesame International Holding Limited's annual report for the year ended December 31, 2024, ensuring comprehensive disclosure - This announcement supplements the company's annual report for the year ended December 31, 2024, providing additional information[3](index=3&type=chunk)[12](index=12&type=chunk) [Corporate Governance Measures](index=1&type=section&id=Corporate%20Governance%20Measures) This section outlines corporate governance measures implemented to manage potential conflicts of interest with the single largest shareholder [Measures Related to the Single Largest Shareholder](index=1&type=section&id=Measures%20Related%20to%20the%20Single%20Largest%20Shareholder) The company has implemented corporate governance measures to protect all shareholders' rights, especially minority shareholders, and prevent potential conflicts of interest with Mr. Shan, the single largest shareholder (holding approximately 21.68% of voting rights); independent non-executive directors confirmed no conflicts during the reporting period - Mr. Shan controls approximately **21.68%** of the total issued shares as of December 31, 2024, making him the company's single largest shareholder[4](index=4&type=chunk) - The company has implemented corporate governance measures, including internal control mechanisms for related party transactions, annual reviews by independent non-executive directors for conflict assessment, and disclosure of decisions per listing rules[4](index=4&type=chunk) - Independent non-executive directors confirmed, after reviewing information provided by Mr. Shan, that there were no conflicts of interest between the Group and Mr. Shan during the reporting period[4](index=4&type=chunk) [Post-IPO Share Scheme](index=2&type=section&id=Post-IPO%20Share%20Scheme) This section details the Post-IPO Share Scheme, including total issuable shares, participant entitlement limits, and conditions for granting, exercising, and vesting options and awards [Total Number of Shares Issuable](index=2&type=section&id=Total%20Number%20of%20Shares%20Issuable) The company disclosed the total number of shares issuable under the Post-IPO Share Scheme and confirmed no options or awards were granted from the listing date to the annual report date - No options and/or awards were granted by the Board to any participants under the Post-IPO Share Scheme from the listing date to the annual report date[6](index=6&type=chunk) Total Number of Shares Issuable Under Post-IPO Share Scheme | Indicator | Quantity/Ratio | | :--- | :--- | | **Maximum Total** | 56,916,925 shares | | Percentage of Total Issued Shares as of December 31, 2024 | Approximately 10.00% | | Percentage of Total Issued Shares as of Latest Practicable Date | Approximately 9.02% | [Cap on Entitlement for Each Participant](index=2&type=section&id=Cap%20on%20Entitlement%20for%20Each%20Participant) The share scheme stipulates that if the total shares granted to a single participant exceed 1% of the issued share capital within 12 months, separate shareholder approval is required, with connected persons abstaining from voting - If the total number of shares granted to a single participant exceeds **1%** of the total issued shares within 12 months, separate approval by shareholders in a general meeting is required[7](index=7&type=chunk) - If the participant is a connected person, they and their close associates must abstain from voting[7](index=7&type=chunk) [Grant of Options and Awards](index=2&type=section&id=Grant%20of%20Options%20and%20Awards) Upon accepting Post-IPO options or awards, grantees generally are not required to pay, unless the Board determines a purchase price for awards, considering factors like closing price, scheme objectives, and participant characteristics - Grantees are not required to pay any amount upon acceptance of a Post-IPO option offer[8](index=8&type=chunk) - Grantees are generally not required to pay any amount upon acceptance of a Post-IPO award offer, unless otherwise determined by the Board[8](index=8&type=chunk) - Any purchase price for a specific Post-IPO award, if any, is determined at the Board's discretion, considering factors such as the closing price of shares, scheme objectives, and participant characteristics[8](index=8&type=chunk) [Exercise Period and Exercise Price of Options](index=3&type=section&id=Exercise%20Period%20and%20Exercise%20Price%20of%20Options) The exercise period for Post-IPO options is determined by the Board or Remuneration Committee, not exceeding ten years from the grant date, with the exercise price being at least the higher of the closing price on the offer date or the average closing price over the five preceding business days - The exercise period for Post-IPO options is determined solely at the discretion of the Board or Remuneration Committee and shall not exceed **ten years** from the grant date[9](index=9&type=chunk) - The exercise price for Post-IPO options shall be at least the higher of: (i) the closing price on the Stock Exchange on the offer date; and (ii) the average closing price on the Stock Exchange for the **five business days** immediately preceding the offer date[9](index=9&type=chunk) [Vesting of Options and Awards](index=3&type=section&id=Vesting%20of%20Options%20and%20Awards) The vesting period for Post-IPO options and awards is generally not less than 12 months, but the Board may grant shorter periods under specific circumstances such as new hires, termination due to death/disability, administrative compliance, blended/accelerated vesting, or performance-based conditions [Vesting Period for Post-IPO Options](index=3&type=section&id=Vesting%20Period%20for%20Post-IPO%20Options) The vesting period for Post-IPO options shall not be less than 12 months, but the Board may grant shorter periods under specific circumstances like new hires, termination due to death/disability, administrative compliance, blended/accelerated vesting, or performance-based conditions - The vesting period for Post-IPO options shall not be less than **12 months**[10](index=10&type=chunk) - The Board may, at its discretion, grant a shorter vesting period under specific circumstances such as compensation for new hires, termination of employment due to death/disability, administrative and compliance reasons, blended or accelerated vesting schedules, or adoption of performance-based vesting conditions[10](index=10&type=chunk) [Vesting Period for Post-IPO Awards](index=3&type=section&id=Vesting%20Period%20for%20Post-IPO%20Awards) The vesting period for Post-IPO awards shall also not be less than 12 months, with similar exceptions allowing the Board to discretionarily shorten the vesting period - The vesting period for Post-IPO awards shall not be less than **12 months**[11](index=11&type=chunk) - The Board may, at its discretion, grant a shorter vesting period under specific circumstances such as compensation for new hires, termination of employment due to death/disability, administrative and compliance reasons, blended or accelerated vesting schedules, or adoption of performance-based vesting conditions[11](index=11&type=chunk) [Other Information](index=4&type=section&id=Other%20Information) This section provides additional information regarding the composition of the company's Board of Directors [Board Composition](index=4&type=section&id=Board%20Composition) As of the announcement date, the Board comprises three executive directors, one non-executive director, and three independent non-executive directors, including Mr. Shan Jizhang, Chairman, Executive Director, and CEO - As of the announcement date, the Board comprises **three executive directors**, **one non-executive director**, and **three independent non-executive directors**[14](index=14&type=chunk) - Executive directors include Mr. Shan Jizhang (Chairman, Executive Director, and Chief Executive Officer), Mr. Liu Weihong, and Mr. Zeng Daibing[13](index=13&type=chunk)[14](index=14&type=chunk) - Independent non-executive directors include Professor Li Qingyuan, Professor Long Wenmao, and Professor Xu Ming[14](index=14&type=chunk)

2025 中期報告 INTERIM REPORT INTERIM REPORT 2025 中期報告 | 目 | 公司資料 簡明綜合損益及其他全面收益表 | 2 3 | | --- | --- | --- | | 錄 | 簡明綜合財務狀況表 | 4 | | | 簡明綜合權益變動表 | 6 | | | 簡明綜合現金流量表 | 7 | | | 簡明綜合財務報表附註 | 8 | | | 管理層討論及分析 | 21 | | | 企業管治及其他資料 | 27 | 公司資料 董事 執行董事： 楊中杰先生 （董事長） 劉小紅先生 （行政總裁） 陳衛武先生 閔世雄先生 獨立非執行董事： 2025 總部及中國主要營業地點 中國 湖南省 株洲市 荷塘區 金龍東路第298 號 一期科研樓 公司網站 www.ztcon.com 公司秘書 陳潔明女士 （執業會計師） 授權代表 陳潔明女士 （執業會計師） 楊中杰先生 劉建龍博士 鄧建華女士 劉國煇先生 開曼群島註冊辦事處 71 Fort Street, PO Box 500, George Town, Grand Cayman, KY1-1106, Cayman Islands 香港主要 ...

Share Incentive Plans - The company adopted the Restricted Share Unit Plan on December 18, 2023, and the second plan on January 20, 2025, to incentivize and retain key contributors to its ongoing operations and development [3]. - The 2023 Share Incentive Plan will expire on December 17, 2028, while the 2025 Share Incentive Plan will expire on January 19, 2030 [10]. Employee Share Incentive - A total of 14,987,000 H-shares have been purchased by the trustee on the stock exchange for the employee share incentive plan [3]. - As of December 31, 2024, no Restricted Share Units have been granted to participants [4].

Financial Performance - The company's revenue for the year ended June 30, 2025, was HKD 98,165,000, representing an increase of 8.5% from HKD 90,277,000 in 2024[4] - Gross profit decreased to HKD 7,604,000, down 23.7% from HKD 9,966,000 in the previous year[4] - Operating loss improved to HKD 11,040,000, compared to a loss of HKD 19,438,000 in 2024, indicating a reduction of 43.5%[4] - The net loss for the year was HKD 10,335,000, a significant improvement from HKD 19,245,000 in the prior year, reflecting a 46.3% decrease[4] - Basic and diluted loss per share was HKD 1.21, down from HKD 2.42 in 2024, showing a 50% improvement[5] - The group reported a loss before tax of HKD (10,344,000) for 2025, an improvement from a loss of HKD (19,282,000) in 2024[19] - The company reported a loss attributable to owners of approximately HKD 10,300,000 for the year ending June 30, 2025, down from HKD 19,200,000 for the year ending June 30, 2024[40] Assets and Liabilities - Total assets decreased to HKD 76,598,000 from HKD 85,549,000, a decline of 10.8% year-over-year[6] - Current liabilities decreased significantly to HKD 28,994,000 from HKD 50,913,000, a reduction of 43.0%[6] - The company's equity attributable to owners decreased to HKD 76,411,000 from HKD 84,431,000, a decline of 9.4%[6] - The group’s trade payables as of June 30, 2025, amount to HKD 3,882,000, down from HKD 19,491,000 in 2024[27] - As of June 30, 2025, the company maintained a strong liquidity position with cash and bank balances of approximately HKD 22,800,000, up from HKD 17,100,000 as of June 30, 2024[41] - The current ratio increased to approximately 2.4 times as of June 30, 2025, compared to 1.9 times as of June 30, 2024[41] Business Operations - The company has a primary business focus on investment holding and property construction services in Hong Kong[9] - The group's revenue from construction services for the year 2025 was HKD 98,165,000, an increase of 8.5% from HKD 90,277,000 in 2024[11] - Major clients contributing over 10% of total revenue included Client A with HKD 53,530,000 and Client B with HKD 35,417,000 in 2025, compared to Client A's HKD 26,528,000 in 2024[15] - The group submitted 32 tenders for construction projects totaling approximately HKD 1,398,000,000, successfully securing contracts worth HKD 234,000,000[32] - The group anticipates that the recovery of the Hong Kong real estate market will create more opportunities in the construction industry[32] Employee and Operational Costs - The group’s total employee costs for 2025 amounted to HKD 18,690,000, a decrease from HKD 19,966,000 in 2024[19] - The company employed a total of 29 employees, with employee costs for the year amounting to approximately HKD 18,700,000, down from HKD 20,000,000 the previous year[57] - Administrative expenses decreased by approximately 16.8% from HKD 22,200,000 for the year ending June 30, 2024, to HKD 18,500,000 for the year ending June 30, 2025, mainly due to reductions in legal, professional fees, and employee costs[37] Financial Management and Governance - The group’s financial position remains robust, with a low debt-to-asset ratio reflecting prudent financial management[32] - The company has complied with the corporate governance code throughout the year ending June 30, 2025[62] - The audit committee, consisting of three independent non-executive directors, has reviewed the financial statements for the year ending June 30, 2025, confirming compliance with applicable accounting standards and GEM listing rules[79] Investments and Acquisitions - The group acquired a 45% stake in Expert Lead Holdings Limited for approximately HKD 4,444,000, including an initial consideration of HKD 3,500,000[21] - The company completed the acquisition of 45% of Expert Lead Holdings Limited for a maximum cash consideration of HKD 4,500,000 on July 4, 2024[51] - The company has no significant investments outside of its joint ventures and subsidiaries as of June 30, 2025[58] Shareholder Information - The group did not declare any dividends for the years ending June 30, 2025, and June 30, 2024[20] - The company will not propose a final dividend for the year ending June 30, 2025, consistent with the previous year where no dividend was declared[81] - The total number of shares available for issuance under the share plan is 79,594,000, representing 8.62% of the total issued share capital as of the announcement date[69] - The company issued a total of 127,350,000 subscription shares at a price of HKD 0.019 per share, raising approximately HKD 2,400,000 before expenses[52] - The net proceeds from the subscription, after deducting related expenses, amounted to approximately HKD 2,300,000, which will be used for general working capital[54] Market Outlook - The board remains cautiously optimistic about the gradual recovery of the real estate industry and its positive impact on the construction sector, identifying significant growth opportunities[33] - The company has a strong financial foundation that provides flexibility to respond to market fluctuations and capitalize on emerging opportunities[32]