碧桂園服務控股有限公司 2025 中期報告 （於開曼群島註冊成立的有限公司） 股份代號 : 6098 2025 中期報告 目錄 2 公司資料 4 獎項及榮譽 6 主席報告 9 管理層討論與分析 26 企業管治及其他資料 34 權益披露 37 簡明綜合財務報表審閱報告 38 簡明綜合損益及其他全面收益表 40 簡明綜合財務狀況表 42 簡明綜合權益變動表 44 簡明綜合現金流量表 46 簡明綜合財務報表附註 公司資料 董事會 執行董事 徐彬淮先生 （總裁） 肖 華先生 非執行董事 楊惠妍女士 （主席） 獨立非執行董事 梅文珏先生 芮 萌先生 陳威如先生 趙 軍先生 審核委員會 芮 萌先生 （主席） 梅文珏先生 陳威如先生 趙 軍先生 薪酬委員會 陳威如先生 （主席） 楊惠妍女士 梅文珏先生 提名委員會 楊惠妍女士 （主席） 芮 萌先生 陳威如先生 趙 軍先生 環境、社會及管治委員會 徐彬淮先生 （主席） 肖 華先生 楊惠妍女士 陳威如先生 趙 軍先生 追討欠款委員會* 徐彬淮先生 （主席） 肖 華先生 芮 萌先生 聯席公司秘書 陳迪霖先生 梁創順先生 （香港律師） * 除已列示的董事外，另有兩名成員為本公司核心 ...

[Company Information](index=3&type=section&id=%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99) [Board of Directors and Committees](index=3&type=section&id=%E8%91%A3%E4%BA%8B%E6%9C%83%E5%8F%8A%E5%A7%94%E5%93%A1%E6%9C%83) The company's Board of Directors comprises executive, non-executive, and independent non-executive directors, with audit, remuneration, and nomination committees ensuring robust corporate governance; nomination committee members changed during the reporting period - Board members include Mr. Huang Wei (Chairman and CEO), Mr. Ye Fuwei, Ms. Zhang Jinghua as executive directors, Mr. Liu Wei as non-executive director, and Mr. Wu Fei, Mr. Feng Zhiwei, Mr. Chen Shuo as independent non-executive directors[5](index=5&type=chunk) - The Audit Committee is chaired by Mr. Feng Zhiwei, the Remuneration Committee by Mr. Wu Fei, and the Nomination Committee by Mr. Huang Wei[5](index=5&type=chunk) - Ms. Zhang Jinghua and Mr. Feng Zhiwei were appointed as Nomination Committee members on June 25, 2025[5](index=5&type=chunk) [Company Basic Information](index=3&type=section&id=%E5%85%AC%E5%8F%B8%E5%9F%BA%E6%9C%AC%E4%BF%A1%E6%81%AF) The company is registered in the Cayman Islands, headquartered in Fuzhou, Fujian Province, China, with a principal place of business in Hong Kong; its stock code is 2473, and its auditor is PwC - The company's registered office is in the Cayman Islands, and its headquarters are located in Fuxing Economic Development Zone, No. 318 Fuguang Road, Jin'an District, Fuzhou, Fujian Province, China[5](index=5&type=chunk) - The principal place of business in Hong Kong is Room 1709, West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Sheung Wan, Central and Western District, Hong Kong[6](index=6&type=chunk) - The company's stock code is 2473, and its auditor is PwC[7](index=7&type=chunk) [Management Discussion and Analysis](index=5&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) [Introduction](index=5&type=section&id=%E7%BB%AA%E8%A8%80) The Group is a prominent automobile retailer primarily offering automobile finance lease services through self-operated sales outlets in China, covering retail and financing, operating leases, other related services, and direct retail - The Group's main businesses include automobile retail and financing (selling non-luxury automobiles through direct finance leases), automobile-related business (primarily providing automobile operating lease and other automobile-related services), and direct automobile retail business (one-off sale of automobiles)[9](index=9&type=chunk) [Macroeconomic Environment Analysis](index=5&type=section&id=%E5%AE%8F%E8%A7%82%E7%BB%8F%E6%B5%8E%E7%8E%AF%E5%A2%83%E5%88%86%E6%9E%90) In H1 2025, global economic growth slowed, but China's economy showed strong resilience with **GDP growing 5.3%**, continuous industrial structure optimization, and robust industrial production - The World Bank lowered its 2025 global GDP growth forecast to **2.3%**, the lowest level since the 2008 financial crisis[10](index=10&type=chunk) - In H1 2025, China's GDP reached **RMB 66.05 trillion**, a **5.3%** year-on-year increase[10](index=10&type=chunk) - The value added of the tertiary industry grew **5.5%**, contributing **59.1%** to economic growth; the value added of industrial enterprises above designated size increased **6.4%** year-on-year[10](index=10&type=chunk) [Industry Analysis](index=5&type=section&id=%E8%A1%8C%E4%B8%9A%E5%88%86%E6%9E%90) In H1 2025, China's automotive market maintained high growth driven by rising new energy vehicle penetration and technological innovation, with strong passenger car production and sales, surging exports, especially for new energy passenger vehicles, and accelerated compliance in the ride-hailing sector - In H1 2025, China's passenger car production and sales reached **13.522 million units** and **13.531 million units** respectively, representing year-on-year increases of **13.8%** and **13%**[11](index=11&type=chunk) - China's passenger car exports reached **2.581 million units**, a **10.3%** year-on-year increase; new energy passenger car exports surged **71.3%** to **1.011 million units**[12](index=12&type=chunk) - Over **20 provinces** nationwide intensively introduced new compliance policies for ride-hailing, promoting industry standardization and transparency[12](index=12&type=chunk) [Policy Support](index=6&type=section&id=%E6%94%BF%E7%AD%96%E6%94%AF%E6%8C%81) During the reporting period, the Chinese government introduced multiple policies to stimulate the automotive consumer market, including simplifying export licenses, enhancing 'trade-in' subsidies, targeted reserve requirement ratio cuts for auto finance, and relaxing loan ratios for new energy and fuel vehicles, providing strong support for industry development - In January 2025, online application for automobile export licenses was fully launched, improving export efficiency[13](index=13&type=chunk) - In January 2025, the National Development and Reform Commission and the Ministry of Finance issued the "Notice on Intensifying and Expanding the Implementation of Large-scale Equipment Renewal and Consumer Goods Trade-in Policies in 2025" to stimulate car purchase demand[13](index=13&type=chunk) - In May 2025, the People's Bank of China implemented a targeted reserve requirement ratio cut of **5 percentage points**, releasing approximately **RMB 1.2 trillion** in long-term funds to activate the automobile finance lease market[13](index=13&type=chunk) - In June 2025, the central bank and six other departments jointly issued the "Guiding Opinions on Financial Support for Boosting and Expanding Consumption," removing the **85% cap** on new energy vehicle loans and simultaneously relaxing loan ratios for fuel vehicles[14](index=14&type=chunk) [Business Review](index=7&type=section&id=%E4%B8%9A%E5%8A%A1%E5%9B%9E%E9%A1%BE) In H1 2025, the Group achieved stable development by strengthening digitalization, deepening channel penetration, and actively expanding overseas markets, with **operating revenue growing 16.8% to RMB 769.2 million**, **gross profit increasing 10.3% to RMB 230.9 million**, and **profit rising 15.9% to RMB 22.6 million** [Key Financial Indicators for H1 2025](index=16&type=chunk) | Metric | 2025年上半年 (RMB million) | 2024年上半年 (RMB million) | YoY Growth Rate | | :--- | :--- | :--- | :--- | | Operating Revenue | 769.2 | 658.7 | 16.8% | | Gross Profit | 230.9 | 209.3 | 10.3% | | Profit | 22.6 | 19.5 | 15.9% | [Deepening Cultivation: Enhancing Channel Penetration and Service Upgrades to Build a Comprehensive Marketing Service System](index=7&type=section&id=%E9%A6%AD%E5%8B%A2%E6%B7%B1%E8%80%95%EF%BC%9A%E6%B7%B1%E5%8C%96%E6%B8%A0%E9%81%93%E4%B8%8B%E6%B2%89%E6%88%B0%E7%95%A5%E5%8F%8A%E6%9C%8D%E5%8B%99%E5%8D%87%E7%B4%9A%EF%BC%8C%E6%A7%8B%E7%AF%89%E5%85%A8%E5%9F%9F%E8%A6%86%E8%93%8B%E7%9A%84%E8%A1%8C%E9%8A%B7%E6%9C%8D%E5%8B%99%E9%AB%94%E7%B3%BB) The Group continued to expand its sales network, increasing self-operated outlets from 89 to 110, particularly for ride-hailing services, while deepening strategic cooperation with Tuhu Auto, expanding service points to over 7,000; **automobile retail and financing revenue grew 7.2%**, **automobile-related business revenue increased 16.6%**, and **ride-hailing operating lease revenue rose 19.4%** - The self-operated sales network size expanded from **89 outlets** as of December 31, 2024, to **110 outlets** as of June 30, 2025[16](index=16&type=chunk) - **19 new outlets** were strategically deployed in East China and South China to adapt to the ride-hailing compliance upgrade regulatory environment[16](index=16&type=chunk) - Cooperative service outlets with Tuhu Auto exceeded **7,000**, providing a one-stop automobile maintenance experience[16](index=16&type=chunk) Key Business Revenue Growth | Business Type | 2025年上半年 Revenue (RMB million) | YoY Growth Rate

Company Information [Board of Directors and Management](index=3&type=section&id=Board%20of%20Directors%20and%20Management) This section outlines the company's board of directors, management, committees, and external professional service providers - The board of directors includes Executive Directors Ms. Wang Xiaoyan, Ms. Zhang Huiqin, Mr. Zhu Dingping (newly appointed), Non-Executive Directors Mr. Pu Shaohua (Chairman), Ms. Shen Chen, Mr. Cao Hailun, Ms. Yang Qin, and Independent Non-Executive Directors Mr. Xia Dawei, Mr. Li Guoming, Mr. Chen Wei, Mr. Zhao Xinsheng[4](index=4&type=chunk) - The board has established committees for audit, remuneration and appraisal, strategy, nomination, and environmental, social, and governance (ESG) to ensure a sound corporate governance structure[4](index=4&type=chunk) - Ms. Xu Xiaoyi serves as the Company Secretary, Deloitte Touche Tohmatsu is the international auditor, and Baker McKenzie (Hong Kong law) and Grandall Law Firm (Shanghai) (Chinese law) are the legal advisors[4](index=4&type=chunk) [Company Basic Information](index=4&type=section&id=Company%20Basic%20Information) This section provides basic information about the company, including its principal bankers, registered and office addresses, H share registrar in Hong Kong, listing venue, stock code, number of H shares issued, and financial year-end date - Principal bankers include Industrial and Commercial Bank of China, Pudong Development Bank, and China Merchants Bank[6](index=6&type=chunk) - The company maintains offices in Shanghai, China, and Wan Chai, Hong Kong[6](index=6&type=chunk) - The company is listed on The Stock Exchange of Hong Kong Limited with stock code **980**, has **372,600,000 H shares** issued, and its financial year-end date is December 31[6](index=6&type=chunk) Management Discussion and Analysis [Operating Environment](index=5&type=section&id=Operating%20Environment) In H1 2025, global economic uncertainty intensified, yet China's economy showed resilience with moderate consumer market recovery, influencing rational and experience-driven consumer behavior and increasing reliance on short-video platforms - Global economic uncertainty intensified, with US "reciprocal tariffs" impacting the international trade environment, but China's economy maintained stable operation and a moderate consumer market recovery[8](index=8&type=chunk) - H1 2025 China Key Economic Indicators | Indicator | Data | | :--- | :--- | | National Consumer Price Index (CPI) YoY | Slight decrease of 0.1% | | Total Retail Sales of Consumer Goods YoY | Increase of 5.0% (reaching RMB 24.5 trillion) | | Grain and Oil Food Retail YoY | Increase of 9.1% | | Beijing Total Retail Sales of Consumer Goods YoY | Decrease of 3.8% | | Shanghai Total Retail Sales of Consumer Goods YoY | Increase of 1.7% | - Consumer behavior exhibited characteristics of both rationality and experience, focusing on "value for money" and emotional value, with short-video platforms (e.g., Douyin, Video Accounts) becoming important channels for product promotion[9](index=9&type=chunk) - The group focused on key dimensions such as fresh produce operations, transformation and enhancement, merchandise management, marketing innovation, cost control, digitalization, organizational optimization, and safety and quality to address market competition and changes in consumer demand[9](index=9&type=chunk) [Financial Review](index=6&type=section&id=Financial%20Review) During the review period, the group's turnover decreased by **12.0%** to **RMB 9.591 billion**, while gross profit margin improved by **0.40 percentage points** to **11.89%**, and profit attributable to shareholders significantly increased to **RMB 42 million** - H1 2025 Key Financial Indicators | Indicator | H1 2025 (RMB thousands) | YoY Change (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Turnover | 9,591,172 | (1,305,375) | (12.0%) | | Gross Profit | 1,140,095 | (111,801) | (8.9%) | | Gross Profit Margin | 11.89% | +0.40 percentage points | - | | Other Income | 639,751 | (262,674) | (29.1%) | | Other Income and Other Gains and Losses | 410,898 | 128,069 | 45.3% | | Distribution and Selling Expenses | (1,696,579) | 276,522 | (14.0%) | | Administrative Expenses | (311,328) | 12,749 | (3.9%) | | Profit Before Tax | 84,066 | 66,544 | 379.8% | | Income Tax Expense | (24,359) | 21,013 | (46.3%) | | Profit Attributable to Company Shareholders | 42,246 | 97,055 | Turnaround to profit | | Net Profit Margin | 0.44% | +0.94 percentage points | - | | Basic Earnings Per Share | RMB 0.03 | Turnaround to profit | - | - The decrease in turnover was primarily due to evolving consumer demand, intensified industry competition, and the group's strategic adjustments, including the disposal of equity in certain subsidiaries and scaling back unprofitable sales[10](index=10&type=chunk) - The increase in gross profit margin resulted from optimized merchandise management, including promoting standardized fresh produce models to reduce spoilage, developing distinctive products, and increasing the proportion of private label brands[11](index=11&type=chunk) - Other income and other gains and losses significantly increased by **45.3%**, mainly due to gains from the disposal of equity in certain subsidiaries[13](index=13&type=chunk) - Distribution and selling expenses decreased by **14.0%** year-on-year, primarily due to adjusting the scale of unprofitable outlets and strengthening operational expense control[14](index=14&type=chunk) - As of June 30, 2025, the group's cash and bank balances amounted to approximately **RMB 6.148 billion**, with a capital gearing ratio of **0.0%**, demonstrating strong liquidity and financial stability[22](index=22&type=chunk)[23](index=23&type=chunk) [Retail Business Growth Performance](index=7&type=section&id=Retail%20Business%20Growth%20Performance) All three retail formats (hypermarkets, supermarkets, convenience stores) experienced turnover decline in H1 2025, but strategic adjustments and refined operations led to improved gross margins or narrowed losses - Key Financial Indicators by Retail Format (H1 2025 vs H1 2024) | Format | Turnover (RMB hundred millions) | YoY Change (%) | Gross Profit Margin (%) | Operating Profit Margin (%) | | :--- | :--- | :--- | :--- | :--- | | Hypermarkets | 38.44 | (18.6%) | 13.98 (+1.32pp) | 0.05 (-1.94pp) | | Supermarkets | 50.17 | (6.6%) | 10.31 (-0.11pp) | 0.20 (-0.35pp) | | Convenience Stores | 6.89 | (9.9%) | 11.00 (+0.34pp) | -1.39 (+1.02pp) | - Hypermarket turnover decreased by **18.6%**, mainly due to the disposal of equity in certain subsidiaries and scaling back unprofitable sales, but gross profit margin increased by **1.32 percentage points** through category adjustments and increased private label penetration[24](index=24&type=chunk)[25](index=25&type=chunk) - Supermarket turnover decreased by **6.6%**, with stores upgraded to "community living service centers" by precisely targeting community needs, creating differentiated scenarios, and refining operations, though gross profit margin slightly declined[28](index=28&type=chunk) - Convenience store turnover decreased by **9.9%**, primarily due to the proactive closure of some long-term unprofitable stores, but operating loss decreased by **RMB 8 million** year-on-year, and operating profit margin increased by **1.02 percentage points**[29](index=29&type=chunk)[32](index=32&type=chunk)[36](index=36&type=chunk) [Capital Structure and Risks](index=9&type=section&id=Capital%20Structure%20and%20Risks) As of June 30, 2025, the group held significant cash and cash equivalents with no bank borrowings, while shareholder equity grew due to capital increase and profit, maintaining a robust financial position with no pledged assets or major contingent liabilities - As of June 30, 2025, the group's cash and cash equivalents were primarily held in RMB, with no other bank borrowings[33](index=33&type=chunk) - Equity attributable to company shareholders increased from approximately **RMB -287 million** to approximately **RMB 112 million**, mainly due to a capital increase of **RMB 360 million** and profit attributable to company shareholders of approximately **RMB 42 million** during the period[33](index=33&type=chunk) - Issued Share Capital Composition (As of June 30, 2025) | Share Class | Number of Shares | Percentage | | :--- | :--- | :--- | | Domestic Shares | 1,075,397,400 | 72.68% | | Unlisted Foreign Shares | 31,602,600 | 2.14% | | H Shares | 372,600,000 | 25.18% | | Total | 1,479,600,000 | 100.00% | - The group has no pledged assets, and most income and expenditure items are denominated in RMB, encountering no significant foreign exchange fluctuation difficulties, nor any material contingent liabilities[34](index=34&type=chunk)[35](index=35&type=chunk)[38](index=38&type=chunk) [Business Transformation and Development](index=10&type=section&id=Business%20Transformation%20and%20Development) The group focused on the Yangtze River Delta region, driving multi-dimensional transformation of its main retail formats, opening 95 new stores while closing 121 to enhance network quality, and actively incubating discount formats - The group focused on the core Yangtze River Delta region, promoting the transformation of hypermarkets towards "smaller and community-oriented" models, refining supermarket operations, stabilizing convenience store development, and centralizing franchise business[39](index=39&type=chunk) - In H1, **95 new stores** were opened (26 directly operated, 69 franchised), with **69.5%** located in the Yangtze River Delta region; concurrently, **121 stores** were closed (21 directly operated, 100 franchised) to enhance network quality[39](index=39&type=chunk) - The hypermarket format adopted a strategy centered on "full-scenario coverage, experience upgrade, and efficiency-driven," accelerating its transformation into a "quality life hub," with the Shanghai Zhonghuan and Luban stores pioneering the "smaller and community-oriented" strategy[40](index=40&type=chunk) - The supermarket format focused on precisely anchoring community needs, upgrading stores to "community living service centers" by strengthening fresh produce and essential goods supply, adding convenient services, and streamlining SKUs to improve efficiency[41](index=41&type=chunk) - The group actively incubated discount formats in the Zhejiang region, opening **13 outlets**, and intensified network expansion, owning a total of **3,091 stores** as of June 30, 2025, with approximately **83.5%** located in East China[42](index=42&type=chunk)[43](index=43&type=chunk) [Operating Strategy and Innovation](index=12&type=section&id=Operating%20Strategy%20and%20Innovation) The group enhanced competitiveness through multi-dimensional strategies focusing on fresh produce customer acquisition, strengthening product advantages, and innovative marketing, including direct sourcing, private label expansion, and new media engagement - Focused on fresh produce customer acquisition by strengthening direct sourcing, establishing multi-origin backup mechanisms, promoting regional resource integration, optimizing merchandise management (standardized fresh produce, distinctive products), and combining online and offline marketing promotions[44](index=44&type=chunk) - Deepened product advantages by enhancing the JBP cooperation model, expanding partnerships with quality suppliers, increasing the proportion of private label brands, developing localized products, and raising the direct sourcing and supply ratio[45](index=45&type=chunk) - Innovated marketing empowerment, with supermarkets planning S-tier seasonal events like "CNY," "Spring Outing Season," and "34th Anniversary," hypermarkets launching "National Brands V. Trend" activities, and leveraging short-video platforms (Video Account IP) to boost brand awareness and fan engagement[46](index=46&type=chunk) [Digitalization and Organizational Optimization](index=13&type=section&id=Digitalization%20and%20Organizational%20Optimization) The group is comprehensively advancing store digitalization to enhance operational efficiency and data governance, while accelerating organizational reform, optimizing talent allocation, and increasing investment in talent development to support business transformation - Comprehensively promoted store digitalization, achieving precise task assignment, standardized operations, mobile functionality, and visual tracking, significantly improving operational efficiency and reducing costs[47](index=47&type=chunk) - Focused on four key digitalization initiatives: enhancing refined store management, upgrading the EAM system for integrated business and finance, leveraging AI technology for precise marketing, and reconstructing data dashboards to optimize operational data[47](index=47&type=chunk) - As of June 30, 2025, the group had **20,900 employees**, with total labor costs of approximately **RMB 867 million**[48](index=48&type=chunk) - Accelerated organizational reform, completing the establishment of the hypermarket format's Shanghai City Center and supermarket operations center, deepening headquarters organizational reform, and streamlining functional divisions[48](index=48&type=chunk) - Deepened management reform, optimized the appraisal system, piloted a combined procurement and sales performance model in Shanghai supermarkets, and optimized the general partner model at the store level[49](index=49&type=chunk) - Increased investment in talent acquisition and development, solidifying the foundation for talent梯队 construction, utilizing a combination of online and offline training formats[49](index=49&type=chunk) [Cost Control and Future Outlook](index=15&type=section&id=Cost%20Control%20and%20Future%20Outlook) The group achieved significant cost reduction and efficiency gains through rent reduction, operational expense control, and labor cost optimization, anticipating continued economic resilience and consumer potential in H2 2025, focusing on strategic transformation and core capabilities - Strengthened management for cost reduction by improving rent calculation models to renegotiate high-cost store rents, optimizing personnel allocation, implementing multi-role integration to enhance efficiency, establishing a daily loss monitoring mechanism, and managing marketing resource allocation based on ROI assessment[50](index=50&type=chunk) - In H2 2025, China's economy is expected to continue its resilience, with macro policies further strengthening consumption promotion, and consumer potential anticipated to be effectively unleashed[51](index=51&type=chunk) - The group will closely adhere to its reform and transformation strategy, focusing on enhancing core capabilities, deepening reform and restructuring, and continuously optimizing and upgrading its supermarket and hypermarket formats, while accelerating the construction of innovative product and supply chain systems[51](index=51&type=chunk) - In H2, the group will systematically deploy around eight core tasks: "supermarket development and refined operations, hypermarket transformation and upgrade, product and supply chain development, Quick-Mart expansion and innovative franchise business, cross-sector collaboration and efficiency enhancement, digitalization and empowerment, special cost-saving initiatives, and organizational efficiency and personnel optimization"[52](index=52&type=chunk) - The group aims to solidify its brand foundation with a directly operated system as its core, expand brand boundaries through its franchise network, and collectively drive sales growth through multiple dimensions[52](index=52&type=chunk) Other Information [Equity Disclosure](index=17&type=section&id=Equity%20Disclosure) As of June 30, 2025, none of the company's directors, supervisors, or chief executive held any disclosable interests in the company's shares, underlying shares, or debentures, with major shareholders including Bailian Group and Alibaba Group - As of June 30, 2025, none of the company's directors, supervisors, or chief executive held any disclosable interests or short positions in the shares, underlying shares, and/or debentures of the company or any of its associated corporations[53](index=53&type=chunk) - Major Shareholder Holdings (As of June 30, 2025) | Shareholder Name | Share Class | Number of Shares | Approximate Percentage of Total Voting Rights | | :--- | :--- | :--- | :--- | | Bailian Group Co., Ltd. | Domestic Shares | 649,661,400 | 43.91% | | Shanghai Bailian Group Co., Ltd. | Domestic Shares | 224,208,000 | 15.15% | | Alibaba Group Holding Limited | Domestic Shares | 201,528,000 | 13.62% | | Xu Zizuo | H Shares | 53,357,000 | 3.61% | - Bailian Group directly and indirectly held interests in a total of **873,869,400 shares** of the company, representing approximately **59.06%** of the shareholding[55](index=55&type=chunk) - Alibaba Group Holding Limited held **201,528,000 shares** of the company through its controlled entities, representing a **13.62%** shareholding[57](index=57&type=chunk) [Legal Status of Unlisted Foreign Shares](index=19&type=section&id=Legal%20Status%20of%20Unlisted%20Foreign%20Shares) Holders of unlisted foreign shares enjoy the same treatment as domestic share holders, with additional rights to receive dividends in foreign currency and remit residual assets upon liquidation, and these shares can be converted into new H shares under specific conditions - Holders of unlisted foreign shares enjoy the same treatment as domestic share holders, including the right to attend and vote at general meetings and receive meeting notices[58](index=58&type=chunk) - Holders of unlisted foreign shares additionally have the right to receive dividends declared by the company in foreign currency and to remit their share of residual assets out of China upon liquidation, in accordance with Chinese foreign exchange control laws and regulations[60](index=60&type=chunk) - Unlisted foreign shares can be converted into new H shares, subject to multiple conditions, including the company being listed for at least one year, completion of filing with the China Securities Regulatory Commission, approval for listing and trading by the Stock Exchange, and approval by the general meeting of shareholders[61](index=61&type=chunk) [Significant Investments and Capital Operations](index=20&type=section&id=Significant%20Investments%20and%20Capital%20Operations) The group renewed its investment and wealth management cooperation framework agreement with Shanghai Securities Co., Ltd., increasing the total entrusted assets to **RMB 1.35 billion**, with no significant M&A activities during the period, and completed a private placement of **360 million** domestic shares to Bailian Group to fund business transformation and working capital - The group renewed its investment and wealth management cooperation framework agreement with Shanghai Securities, extending the term until December 31, 2026, and increasing the total entrusted assets to **RMB 1.35 billion**[63](index=63&type=chunk) - As of June 30, 2025, the fair value of these asset management investments was approximately **RMB 1.287 billion**, accounting for **7.3%** of the group's total assets, with unrealized gains/losses of approximately **RMB 27.424 million**[64](index=64&type=chunk) - There were no significant mergers and acquisitions or disposals of other subsidiaries, associates, or joint ventures during the period[65](index=65&type=chunk) - The company completed a private placement of **360,000,000 domestic shares** to Bailian Group at an subscription price of **RMB 1.00 per share**, raising net proceeds of **RMB 357 million**[66](index=66&type=chunk)[69](index=69&type=chunk) - Approximately **85%** of the net proceeds are allocated to business ecosystem transformation, including supermarket and hypermarket store transformation and digitalization, with approximately **15%** for increasing general working capital[68](index=68&type=chunk) [Corporate Governance and Compliance](index=21&type=section&id=Corporate%20Governance%20and%20Compliance) The board recommended no interim dividend for H1 2025, with no share repurchases, sales, or redemptions during the period, and the audit committee reviewed the financial statements, while the company fully complied with the Model Code for Securities Transactions by Directors of Listed Issuers, with some deviations from the Corporate Governance Code regarding director rotation and attendance - The board of directors recommended not to declare an interim dividend for the six months ended June 30, 2025[72](index=72&type=chunk) - The company and its subsidiaries did not purchase, sell, or redeem any listed securities during the review period[73](index=73&type=chunk) - The audit committee considered and reviewed the accounting principles and methods adopted by the group, discussed internal controls and financial reporting matters, and had no disagreements with the condensed interim financial statements[74](index=74&type=chunk) - All directors, supervisors, and relevant employees of the company fully complied with the Model Code for Securities Transactions by Directors of Listed Issuers during the review period[75](index=75&type=chunk) - The company deviated from the Corporate Governance Code regarding the rotation of directors, as the company's articles of association do not explicitly stipulate this, considering the continuity of operational management decisions[76](index=76&type=chunk) - Some non-executive directors and independent non-executive directors did not attend board meetings or annual general meetings due to other work commitments but authorized other directors to attend on their behalf and were informed of the meeting resolutions[77](index=77&type=chunk)[79](index=79&type=chunk) - Changes in director information occurred, with Mr. Wang Dexiong resigning as a non-executive director and Mr. Zhu Dingping appointed as an executive director[80](index=80&type=chunk) Review Report on Condensed Consolidated Financial Statements [Review Conclusion](index=24&type=section&id=Review%20Conclusion) Deloitte Touche Tohmatsu has reviewed the condensed consolidated financial statements of Lianhua Supermarket Holdings Co., Ltd. and its subsidiaries, finding no matters indicating non-compliance with HKAS 34 in all material respects - Deloitte Touche Tohmatsu has reviewed the group's condensed consolidated financial statements, with the scope of review being less than an audit[82](index=82&type=chunk)[83](index=83&type=chunk) - The review concluded that no matters were found to suggest that the condensed consolidated financial statements were not prepared in all material respects in accordance with Hong Kong Accounting Standard 34[84](index=84&type=chunk) Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income [Profit or Loss Statement Overview](index=25&type=section&id=Profit%20or%20Loss%20Statement%20Overview) For the six months ended June 30, 2025, the group's turnover was **RMB 9.591 billion**, a **12.0%** decrease, with gross profit of **RMB 1.140 billion** and a **11.89%** gross profit margin, achieving a profit attributable to shareholders of **RMB 42.246 million** and basic earnings per share of **RMB 0.03** - Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (For the six months ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Turnover | 9,591,172 | 10,896,547 | | Cost of Sales | (8,451,077) | (9,644,651) | | Gross Profit | 1,140,095 | 1,251,896 | | Other Income | 639,751 | 902,425 | | Other Income and Other Gains and Losses | 410,898 | 282,829 | | Distribution and Selling Expenses | (1,696,579) | (1,973,101) | | Administrative Expenses | (311,328) | (324,077) | | Profit Before Tax | 84,066 | 17,522 | | Income Tax Expense | (24,359) | (45,372) | | Profit (Loss) for the Period and Total Comprehensive Income (Loss) for the Period | 59,707 | (27,850) | | Profit (Loss) Attributable to Company Shareholders | 42,246 | (54,809) | | Earnings (Loss) Per Share – Basic (RMB cents) | 3.1 | (4.9) | Condensed Consolidated Statement of Financial Position [Assets and Liabilities Overview](index=26&type=section&id=Assets%20and%20Liabilities%20Overview) As of June 30, 2025, total assets decreased to **RMB 17.581 billion** and total liabilities to **RMB 17.103 billion**, while shareholder equity turned positive to **RMB 112 million**, with total equity reaching **RMB 478 million** - Condensed Consolidated Statement of Financial Position (As of June 30, 2025) | Indicator | June 30, 2025 (RMB thousands) | December 31, 2024 (RMB thousands) | | :--- | :--- | :--- | | **Non-Current Assets** | | | | Property, Plant and Equipment | 2,838,353 | 2,954,612 | | Right-of-Use Assets | 3,960,942 | 4,363,238 | | Fixed Deposits (Non-Current) | 2,724,622 | 3,214,024 | | **Current Assets** | | | | Inventories | 1,605,362 | 1,879,688 | | Cash and Cash Equivalents | 870,425 | 1,602,613 | | **Total Assets** | 17,580,927 | 19,662,370 | | **Equity Attributable to Company Shareholders** | 112,332 | (286,639) | | **Total Equity** | 478,149 | 67,931 | | **Non-Current Liabilities** | | | | Lease Liabilities (Non-Current) | 3,267,479 | 3,698,516 | | **Current Liabilities** | | | | Trade and Bills Payables | 3,275,941 | 3,870,893 | | Coupon Liabilities and Advances from Customers | 8,218,931 | 8,730,204 | | **Total Liabilities** | 17,102,778 | 19,594,439 | - Both non-current and current assets decreased, with right-of-use assets and non-current fixed deposits showing more significant declines[88](index=88&type=chunk) - Equity attributable to company shareholders turned positive from a negative value at the end of 2024, primarily due to an increase in share capital and profit for the period[90](index=90&type=chunk) - Current liabilities, including trade and bills payables, and coupon liabilities and advances from customers, both decreased[90](index=90&type=chunk) Condensed Consolidated Statement of Changes in Equity [Equity Changes Overview](index=28&type=section&id=Equity%20Changes%20Overview) For the six months ended June 30, 2025, shareholder equity increased from a negative **RMB 287 million** to **RMB 112 million**, driven by comprehensive income of **RMB 42.246 million** and proceeds from ordinary share issuance of **RMB 357 million** - Condensed Consolidated Statement of Changes in Equity (For the six months ended June 30) | Indicator | January 1, 2025 (RMB thousands) | Change (RMB thousands) | June 30, 2025 (RMB thousands) | | :--- | :--- | :--- | :--- | | Share Capital | 1,119,600 | 360,000 | 1,479,600 | | Accumulated Losses | (1,988,895) | 42,246 | (1,946,649) | | Total Equity Attributable to Company Shareholders | (286,639) | 398,971 | 112,332 | | Non-Controlling Interests | 354,570 | 11,247 | 365,817 | | Total Equity | 67,931 | 410,218 | 478,149 | - Total comprehensive income for the period was **RMB 59.707 million**, of which **RMB 42.246 million** was attributable to company shareholders[91](index=91&type=chunk) - The issuance of ordinary shares (**360 million shares**) resulted in a share capital increase of **RMB 360 million**, with net proceeds of **RMB 357 million** after deducting issuance costs[91](index=91&type=chunk)[92](index=92&type=chunk) Condensed Consolidated Statement of Cash Flows [Cash Flow Overview](index=29&type=section&id=Cash%20Flow%20Overview) For the six months ended June 30, 2025, operating activities resulted in a net cash outflow of **RMB 805 million**, while investing activities generated a net inflow of **RMB 160 million**, and financing activities saw a net outflow of **RMB 87 million** - Condensed Consolidated Statement of Cash Flows (For the six months ended June 30) | Activity Category | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Net Cash from (Used in) Operating Activities | (804,946) | 719,733 | | Net Cash from (Used in) Investing Activities | 159,548 | (494,481) | | Net Cash Used in Financing Activities | (86,790) | (299,395) | | Net Decrease in Cash and Cash Equivalents | (732,188) | (74,143) | | Cash and Cash Equivalents at June 30 | 870,425 | 2,373,477 | - Net cash from operating activities shifted from a net inflow in the prior period to a net outflow of **RMB 805 million**[95](index=95&type=chunk) - Net cash inflow from investing activities was **RMB 160 million**, primarily including the withdrawal of unrestricted fixed deposits of **RMB 2.395 billion** and proceeds from the sale of financial assets measured at fair value of **RMB 333 million**[95](index=95&type=chunk) - Net cash outflow from financing activities was **RMB 87 million**, where cash inflow from the issuance of ordinary shares of **RMB 360 million** was offset by bill payments and repayment of lease liabilities[95](index=95&type=chunk) Notes to the Condensed Consolidated Financial Statements [Basis of Preparation and Accounting Policies](index=30&type=section&id=Basis%20of%20Preparation%20and%20Accounting%20Policies) The condensed consolidated financial statements are prepared under HKAS 34 using historical cost and fair value methods, with directors affirming going concern despite high net current liabilities due to controlled liquidity risk from non-current fixed deposits and coupon liabilities - The condensed consolidated financial statements are prepared in accordance with Hong Kong Accounting Standard 34 and presented in RMB[96](index=96&type=chunk)[97](index=97&type=chunk) - As of June 30, 2025, the group had net current liabilities of **RMB 6.406 billion**, but the directors believe that liquidity risk is effectively controlled through non-current unrestricted fixed deposits and the historical settlement pattern of coupon liabilities, enabling the group to continue as a going concern[96](index=96&type=chunk) - The financial statements are prepared on a historical cost basis, except for certain financial instruments measured at fair value at the discretion of the company[98](index=98&type=chunk) - The group first applied the amendments to Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants during the period, but these had no significant impact on the financial position and performance[99](index=99&type=chunk)[100](index=100&type=chunk) [Turnover and Other Income Analysis](index=31&type=section&id=Turnover%20and%20Other%20Income%20Analysis) The group's turnover primarily derived from goods sales, totaling **RMB 9.591 billion** in H1 2025, with other income including supplier revenue, franchise fees, and rental income, all contributing to a year-on-year decrease in total turnover and other income - Turnover and Other Income Composition (For the six months ended June 30) | Category | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Sale of Goods | 9,591,172 | 10,896,547 | | Income from Suppliers (Service Income) | 440,798 | 657,273 | | Franchise Fee Income from Franchisees | 17,761 | 18,829 | | Rental Income from Leased Properties | 176,548 | 225,664 | | Total Turnover and Other Income | 10,230,923 | 11,798,972 | - Turnover is primarily recognized at a point in time (sale of goods), with some recognized over a period based on performance progress (service income)[102](index=102&type=chunk) - Rental income from leased properties decreased by approximately **RMB 49 million** year-on-year, mainly due to the implementation of the "smaller and community-oriented" strategic adjustment in the hypermarket format, optimizing product structure and reducing operating area[12](index=12&type=chunk) [Segment Information and Other Income](index=32&type=section&id=Segment%20Information%20and%20Other%20Income) Segment revenue primarily from supermarkets and hypermarkets saw year-on-year declines in both revenue and performance, while other income and gains, significantly boosted by **RMB 187 million** from subsidiary disposals, also included interest income, government grants, and fair value changes of financial assets - Segment Revenue and Performance (For the six months ended June 30) | Segment | 2025 Revenue (RMB thousands) | 2024 Revenue (RMB thousands) | 2025 Performance (RMB thousands) | 2024 Performance (RMB thousands) | | :--- | :--- | :--- | :--- | :--- | | Hypermarkets | 4,116,687 | 5,220,509 | 1,830 | 94,228 | | Supermarkets | 5,363,098 | 5,756,369 | 9,979 | 29,776 | | Convenience Stores | 704,771 | 785,340 | (9,585) | (18,432) | | Other Businesses | 46,367 | 36,754 | 8,251 | 1,277 | | Total | 10,230,923 | 11,798,972 | 10,475 | 106,849 | - All segment revenue originated from external customers in China[108](index=108&type=chunk)[109](index=109&type=chunk) - Other Income and Other Gains and Losses (For the six months ended June 30) | Category | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Interest Income from Bank and Fixed Deposits | 84,730 | 122,218 | | Government Grants | 21,905 | 14,618 | | Gain on Disposal of 3 Target Companies | 187,126 | – | | Fair Value Change Gain on Financial Assets | 34,631 | 14,783 | | Net Gain on Derecognition of Right-of-Use Assets and Lease Liabilities | 43,643 | 50,917 | | Total | 410,898 | 282,829 | - The gain on disposal of three target companies, amounting to **RMB 187 million**, was the primary reason for the significant increase in other income and gains during the period[110](index=110&type=chunk) [Key Expenses and Profit Composition](index=34&type=section&id=Key%20Expenses%20and%20Profit%20Composition) Other operating expenses decreased year-on-year due to reduced losses from property, plant, and equipment disposals, while finance costs primarily comprised lease liability interest and bill discounting fees, leading to a significant increase in profit before tax driven by subsidiary disposal gains and cost control - Key Expenses (For the six months ended June 30) | Category | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Other Operating Expenses | 13,242 | 15,999 | | Finance Costs | 88,948 | 106,655 | | Total Amortization and Depreciation | 562,607 | 631,039 | | Staff Costs | 867,039 | 974,992 | - Other operating expenses decreased year-on-year, mainly due to a reduction in losses from the disposal of property, plant, and equipment from **RMB 7.203 million** to **RMB 0.609 million**[112](index=112&type=chunk) - Finance costs decreased year-on-year, primarily consisting of interest expenses on lease liabilities and discounting fees for bills receivable[112](index=112&type=chunk) - Income tax expense decreased year-on-year, with domestic subsidiaries in China subject to a **25%** corporate income tax rate, while some subsidiaries in western provinces enjoy a **15%** preferential tax rate, and small low-profit enterprises enjoy a **5%** to **10%** preferential tax rate[115](index=115&type=chunk) [Earnings Per Share and Dividends](index=35&type=section&id=Earnings%20Per%20Share%20and%20Dividends) For the six months ended June 30, 2025, profit attributable to shareholders was **RMB 42.246 million**, resulting in basic earnings per share of **RMB 0.03**, a turnaround from loss, with no interim dividend recommended by the board - Earnings (Loss) Per Share Information (For the six months ended June 30) | Indicator | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Profit (Loss) Attributable to Company Shareholders | 42,246 | (54,809) | | Weighted Average Number of Ordinary Shares | 1,370,208,000 | 1,119,600,000 | | Basic Earnings (Loss) Per Share (RMB cents) | 3.1 | (4.9) | - Basic earnings per share for the period was **RMB 0.03**, a turnaround from a basic loss per share of **RMB 0.049** in the prior period[117](index=117&type=chunk) - The board of directors recommended not to declare an interim dividend for the six months ended June 30, 2025[116](index=116&type=chunk) [Non-Current Asset Movements](index=36&type=section&id=Non-Current%20Asset%20Movements) As of June 30, 2025, the carrying values of property, plant and equipment, construction in progress, right-of-use assets, and goodwill all decreased, while intangible assets slightly increased, with no impairment recognized during the period - Non-Current Asset Carrying Value Movements (As of June 30, 2025) | Asset Category | January 1, 2025 (RMB thousands) | June 30, 2025 (RMB thousands) | | :--- | :--- | :--- | | Property, Plant and Equipment | 2,954,612 | 2,838,353 | | Construction in Progress | 9,199 | 4,005 | | Right-of-Use Assets | 4,363,238 | 3,960,942 | | Goodwill | 144,175 | 143,214 | | Intangible Assets | 115,363 | 121,971 | - The decrease in goodwill was primarily due to the subsequent reduction in deferred tax liabilities arising from business combinations[118](index=118&type=chunk) - Group management regularly reviewed leasehold improvements and operating office equipment, with no impairment recognized during the period[119](index=119&type=chunk) [Financial Assets and Fixed Deposits](index=37&type=section&id=Financial%20Assets%20and%20Fixed%20Deposits) The group holds financial assets measured at fair value through profit or loss, totaling approximately **RMB 1.362 billion**, alongside fixed deposits of approximately **RMB 5.255 billion**, including restricted deposits, primarily in RMB with annual interest rates ranging from **1.35%** to **4.00%** - Financial Assets Measured at Fair Value Through Profit or Loss (As of June 30, 2025) | Category | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Unlisted Equity Instruments | 797 | 797 | | Listed Equity Securities | 74,836 | 67,629 | | Unlisted Wealth Management Products | 1,286,843 | 1,332,593 | | Total | 1,362,476 | 1,401,019 | - Investments in unlisted wealth management products are managed by licensed financial institutions in China, primarily investing in domestic bonds, trusts, and money market funds, with a fair value change gain of **RMB 27.424 million** for the period[121](index=121&type=chunk) - Fixed Deposits (As of June 30, 2025) | Category | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Non-Current Fixed Deposits | 2,724,622 | 3,214,024 | | Current Fixed Deposits | 2,530,058 | 2,005,933 | | Total | 5,254,680 | 5,219,957 | - Restricted fixed deposits serve as collateral for prepaid vouchers issued to customers and cannot be used for other purposes, with actual annual interest rates ranging from **1.35%** to **4.00%**[122](index=122&type=chunk)[123](index=123&type=chunk) [Deferred Tax and Trade Receivables](index=38&type=section&id=Deferred%20Tax%20and%20Trade%20Receivables) As of June 30, 2025, deferred tax assets were **RMB 79.377 million** and liabilities **RMB 118 million**, with unutilized tax losses of **RMB 2.609 billion** unrecognised, while net trade and bills receivables were **RMB 261 million**, primarily from wholesale sales with reduced overdue accounts - Deferred Tax Assets/Liabilities (As of June 30, 2025) | Category | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Deferred Tax Assets | 79,377 | 83,028 | | Deferred Tax Liabilities | (118,171) | (161,006) | | Net | (38,794) | (77,978) | - As of the end of this interim period, the group had unutilized tax losses of **RMB 2.609 billion** available for offsetting future profits, but no deferred tax assets were recognized due to the inability to predict future profit streams[124](index=124&type=chunk) - Trade and Bills Receivables (As of June 30, 2025) | Category | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Trade Receivables – from Customer Contracts | 268,833 | 270,006 | | Less: Provision for Credit Losses | (7,969) | (9,013) | | Net | 260,864 | 262,893 | - Trade receivables primarily arose from sales to wholesalers, with credit terms ranging from **30 to 60 days**; overdue trade receivables from **1 to 30 days** and over **30 days** totaled **RMB 1.754 million**, a significant decrease from **RMB 10.283 million** at the end of 2024[126](index=126&type=chunk)[128](index=128&type=chunk) [Impairment Losses and Related Party Transactions](index=40&type=section&id=Impairment%20Losses%20and%20Related%20Party%20Transactions) The period saw a net reversal of impairment losses of **RMB 0.25 million** under the expected credit loss model, primarily due to trade receivables, with the group engaging in various related party transactions and holding most deposits and borrowings with government-related entity banks - Impairment Losses under Expected Credit Loss Model (For the six months ended June 30) | Category | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Trade Receivables | (1,042) | 1,586 | | Other Receivables | 792 | 1,454 | | Total | (250) | 3,040 | - A reversal of impairment for trade receivables of **RMB 1.042 million** resulted in a net reversal of total impairment losses for the period[129](index=129&type=chunk) - Amounts due from/to the ultimate holding company/fellow subsidiaries are trade in nature, unsecured, interest-free, with credit terms ranging from **30 to 90 days**[130](index=130&type=chunk) - The group entered into financial service agreements and supplementary investment and wealth management cooperation framework agreements with fellow subsidiaries controlled by Bailian Group[145](index=145&type=chunk) - The group has various business dealings with government-related entities directly or indirectly owned or controlled by the Chinese government, including substantial purchases of goods and the vast majority of deposits and bank borrowings[147](index=147&type=chunk) [Share Capital and Trade Payables](index=41&type=section&id=Share%20Capital%20and%20Trade%20Payables) As of June 30, 2025, total issued share capital increased by **360 million** shares to **1,479,600,000** shares, while trade and bills payables totaled **RMB 3.276 billion**, primarily from goods purchases with reduced overdue accounts - Share Capital Information (As of June 30, 2025) | Category | Number of Shares | | :--- | :--- | | Issued Shares as of December 31, 2024 | 1,119,600,000 | | Issuance of Ordinary Shares | 360,000,000 | | Issued Shares as of June 30, 2025 | 1,479,600,000 | - Trade and Bills Payables (As of June 30, 2025) | Category | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Trade Payables | 2,200,063 | 2,765,969 | | Bills Payables | 1,075,878 | 1,104,924 | | Total | 3,275,941 | 3,870,893 | - Trade payables primarily arose from purchases of goods with credit terms ranging from **30 to 60 days**; trade payables aged over **90 days** decreased from **RMB 1.074 billion** at the end of 2024 to **RMB 806 million**[133](index=133&type=chunk) [Other Payables and Coupon Liabilities](index=43&type=section&id=Other%20Payables%20and%20Coupon%20Liabilities) Other payables and accruals decreased to **RMB 1.271 billion**, including franchisee prepayments, deposits, and closure provisions, while coupon liabilities and advances from customers totaled **RMB 8.219 billion**, largely comprising group-issued coupons and including VAT payable - Other Payables and Accruals (As of June 30, 2025) | Category | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Prepayments from Franchisees and Other Third Parties | 399,251 | 703,508 | | Lease Deposits, Franchise Deposits, and Other Third-Party Deposits | 298,709 | 303,318 | | Provision for Store Closure Costs | 115,099 | 130,113 | | Accrued Salaries, Staff Welfare, and Other Staff Costs | 190,778 | 221,490 | | Total | 1,271,443 | 1,718,446 | - Coupon Liabilities and Advances from Customers (As of June 30, 2025) | Category | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Coupon Liabilities Issued by the Group | 6,897,296 | 7,168,026 | | Coupon Liabilities Issued on Behalf of Fellow Subsidiaries | 1,222,080 | 1,425,938 | | Advances from Customers | 99,555 | 136,240 | | Total | 8,218,931 | 8,730,204 | - The balance of coupon liabilities issued by the group includes value-added tax payable of **RMB 703 million**[137](index=137&type=chunk) [Capital Commitments and Subsidiary Disposals](index=44&type=section&id=Capital%20Commitments%20and%20Subsidiary%20Disposals) As of June 30, 2025, capital expenditure committed for property, plant, and equipment was **RMB 24.618 million**, and the group completed the disposal of three subsidiaries, generating cash proceeds of **RMB 145.5 million** and recognizing a disposal gain of **RMB 187 million** - Capital Commitments (As of June 30, 2025) | Category | 2025 (RMB thousands) | 2024 (RMB thousands) | | :--- | :--- | :--- | | Capital Expenditure for Purchase of Property, Plant and Equipment | 24,618 | 38,165 | - The group completed the disposal of all equity interests in three target subsidiaries (Jiangsu Lianhua, Anhui Lianhua, and Hongkou Century Lianhua) to Shanghai Dongran Industrial Co., Ltd. in January 2025[139](index=139&type=chunk)[140](index=140&type=chunk) - The cash consideration for the disposal of the three target companies was approximately **RMB 145.5 million**, and a disposal gain of **RMB 187 million** was recognized[139](index=139&type=chunk)[143](index=143&type=chunk) - Analysis of Assets and Liabilities of Disposed Subsidiaries (On Disposal Date) | Asset/Liability Category | Amount (RMB thousands) | | :--- | :--- | | Property, Plant and Equipment | 43,593 | | Right-of-Use Assets | 174,559 | | Inventories | 47,741 | | Cash and Cash Equivalents | 19,093 | | Lease Liabilities | (235,651) | | Trade and Bills Payables | (75,865) | | Net Liabilities Disposed | (63,148) | [Fair Value Measurement of Financial Instruments](index=48&type=section&id=Fair%20Value%20Measurement%20of%20Financial%20Instruments) The group measures certain financial assets at fair value, including unlisted financial product investments (Level 2, discounted cash flow), listed equity securities (Level 1, active market quotes), and unquoted equity investments (Level 3, income approach discounted cash flow) - Fair value measurement of financial assets is categorized into three levels: Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs)[149](index=149&type=chunk) - Fair Value Measurement of Financial Assets (As of June 30, 2025) | Financial Asset | Fair Value (RMB thousands) | Fair Value Level | Valuation Techniques and Key Inputs | | :--- | :--- | :--- | :--- | | Unlisted Financial Product Investments | 1,286,843 | Level 2 | Discounted cash flow method, estimated based on expected returns and market interest rates | | Listed Equity Securities Investments | 74,836 | Level 1 | Quoted in active markets | | Unquoted Equity Investments | 797 | Level 3 | Income approach – discounted cash flow method, based on long-term earnings growth rate and management experience | - The Chief Financial Officer is responsible for determining valuation techniques and inputs, collaborating with external valuers, and regularly reporting reasons for fair value fluctuations to the board[154](index=154&type=chunk)

| 公司資料 | 2 | | --- | --- | | 簡明綜合損益表 | 3 | | 簡明綜合全面收入表 | 4 | | 簡明綜合財務狀況表 | 5–6 | | 簡明綜合權益變動表 | 7–8 | | 簡明綜合現金流量表 | 9–10 | | 中期簡明綜合財務報表附註 | 11–25 | | 管理層討論及分析 | 26–36 | | 其他資料 | 37–40 | 目錄 公司資料 董事會 執行董事 張建國先生 （主席及總裁） 王進超先生 郭頌先生 徐澄潔先生 李碩豐先生 吳婧女士 獨立非執行董事 陳仲戟先生 賴雅明先生 翟志勝先生 委員會 審核委員會 陳仲戟先生 （主席） 賴雅明先生 翟志勝先生 薪酬委員會 賴雅明先生 （主席） 張建國先生 翟志勝先生 提名委員會 張建國先生 （主席） 吳婧女士 陳仲戟先生 賴雅明先生 翟志勝先生 公司秘書 法律顧問 范紀羅江律師行 方正控股有限公司 | 中期報告 2025 註冊辦事處 Victoria Place, 5th Floor 31 Victoria Street Hamilton HM 10 Bermuda 總辦事處及香港主要營業地點 香港 新界 荃灣 海盛路 ...

[Financial Performance](index=2&type=section&id=Financial%20Performance) [Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The company turned from profit to loss in H1 2025, reporting a net loss of **HK$17.24 million** compared to a net profit of **HK$0.65 million** in the prior period, with revenue significantly down **37.2%** primarily due to the semiconductor business Key Data from Condensed Consolidated Statement of Profit or Loss for H1 2025 | Indicator | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | Year-on-year Change (HK$ thousand) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | 52,173 | 83,084 | (30,911) | -37.2% | | Cost of Sales | (43,080) | (72,146) | 29,066 | -40.3% | | Gross Profit | 9,093 | 10,938 | (1,845) | -16.9% | | Other Income | 7,620 | 2,787 | 4,833 | 173.4% | | Other Gains / (Losses) | 1,158 | 20,505 | (19,347) | -94.4% | | Selling and Distribution Costs | (2,277) | (3,771) | 1,494 | -39.6% | | Administrative Expenses | (26,652) | (24,602) | (2,050) | 8.3% | | Impairment Loss on Trade Receivables and Contract Assets | (1,802) | – | (1,802) | N/A | | Finance Costs | (3,291) | (4,755) | 1,464 | -30.8% | | Profit / (Loss) Before Tax | (16,151) | 1,102 | (17,253) | -1565.6% | | Income Tax Expense | (1,093) | (450) | (643) | 142.9% | | Profit / (Loss) for the Period | (17,244) | 652 | (17,896) | -2744.8% | | Basic and Diluted (HK cents) Per Share | (2.16) | 0.08 | (2.24) | -2800.0% | [Unaudited Condensed Consolidated Statement of Financial Position](index=3&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the company's net assets turned positive to **HK$27.92 million** from a deficit of **HK$59.07 million** at year-end 2024, primarily due to perpetual bond issuance, with a significant reduction in current liabilities and a shift to positive net current assets Key Data from Condensed Consolidated Statement of Financial Position for H1 2025 | Indicator | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Non-current Assets | 27,372 | 31,462 | (4,090) | -13.0% | | Current Assets | 107,896 | 121,278 | (13,382) | -11.0% | | Current Liabilities | 107,063 | 211,128 | (104,065) | -49.3% | | Net Current Assets (Liabilities) | 833 | (89,850) | 90,683 | N/A | | Non-current Liabilities | 287 | 681 | (394) | -57.9% | | Net Assets (Net Liabilities) | 27,918 | (59,069) | 86,987 | N/A | | Deficit in Shareholders' Equity | (72,082) | (59,069) | (13,013) | 22.0% | | Perpetual Bonds | 100,000 | – | 100,000 | N/A | | Total Equity (Deficit) | 27,918 | (59,069) | 86,987 | N/A | [Unaudited Condensed Consolidated Statement of Changes in Equity](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2025, total equity shifted from a deficit of **HK$59.07 million** to a positive **HK$27.92 million**, primarily due to the issuance of **HK$100 million** in perpetual bonds, offsetting the **HK$17.24 million** loss for the period - In H1 2025, the company issued **HK$100,000 thousand** in perpetual bonds, shifting total equity from a deficit of **HK$59,069 thousand** at the beginning of the period to an equity of **HK$27,918 thousand** at the end, despite recording a **HK$17,241 thousand** loss during the period[7](index=7&type=chunk) [Unaudited Condensed Consolidated Statement of Cash Flows](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) In H1 2025, net cash used in operating activities significantly decreased, net cash generated from investing activities substantially increased, but financing activities shifted from an inflow to an outflow, resulting in a net decrease in cash and cash equivalents Key Data from Condensed Consolidated Statement of Cash Flows for H1 2025 | Indicator | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | Year-on-year Change (HK$ thousand) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (11,443) | (24,642) | 13,199 | -53.6% | | Net Cash Generated from Investing Activities | 9,077 | 844 | 8,233 | 975.5% | | Net Cash (Used in) / Generated from Financing Activities | (2,964) | 26,583 | (29,547) | -111.1% | | Net (Decrease) / Increase in Cash and Cash Equivalents | (5,330) | 2,785 | (8,115) | -291.4% | | Cash and Cash Equivalents at End of Period | 25,054 | 45,838 | (20,784) | -45.3% | [Notes to the Unaudited Condensed Consolidated Financial Results](index=8&type=section&id=Notes%20to%20the%20Unaudited%20Condensed%20Consolidated%20Financial%20Results) This section details the basis of preparation, accounting policies, segment information, specific components and changes in income, expenses, assets, and liabilities, along with related party transactions and contingent liabilities - The notes provide detailed background information on the financial statements, including the company's place of incorporation, principal places of business, controlling party, and principal activities, confirming that the interim financial statements are prepared in accordance with HKAS 34[10](index=10&type=chunk)[11](index=11&type=chunk) [1. General Information](index=8&type=section&id=1.%20General%20Information) The company was incorporated in the Cayman Islands, listed on the Stock Exchange since 2017, primarily engaged in investment holding, with subsidiaries in semiconductor production and trading, broadband infrastructure, and smart field solutions, ultimately controlled by Mr. Zhang Liang - The company was incorporated in the Cayman Islands on September 10, 2014, and listed on the Stock Exchange since 2017[10](index=10&type=chunk) - Principal activities include investment holding, with subsidiaries engaged in semiconductor production and trading, broadband infrastructure construction, and smart field solutions[10](index=10&type=chunk) - The ultimate controlling party is Mr. Zhang Liang[10](index=10&type=chunk) [2. Basis of Preparation and Accounting Policies](index=8&type=section&id=2.%20Basis%20of%20Preparation%20and%20Accounting%20Policies) The interim financial statements are prepared in accordance with the HKEX Listing Rules and HKAS 34, adopting HKAS 21 (Revised) "The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability," with no material impact on financial position - The interim financial statements are prepared in accordance with the Hong Kong Listing Rules and HKAS 34, and were authorized for issue on August 27, 2025[11](index=11&type=chunk) - HKAS 21 (Revised) "The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability" has been adopted, but it has no material impact on the Group's results and financial position[14](index=14&type=chunk) [3. Revenue and Segment Information](index=10&type=section&id=3.%20Revenue%20and%20Segment%20Information) The Group's business is divided into four reportable segments: production, trading, broadband infrastructure and smart fields, and strategic investments; total revenue for H1 2025 was **HK$52.64 million**, down **36.6%** year-on-year, mainly due to a significant decrease in semiconductor production and trading revenue, offset by substantial growth in broadband infrastructure and smart fields - The Group's operating segments include production, trading, broadband infrastructure and smart fields, and strategic investments[16](index=16&type=chunk)[17](index=17&type=chunk) Segment Revenue Analysis for H1 2025 | Segment | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | Year-on-year Change (HK$ thousand) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | :--- | | Electronic Product Production | – | 34,559 | (34,559) | -100.0% | | Electronic Product Trading | 713 | 22,859 | (22,146) | -96.9% | | Broadband Infrastructure and Smart Fields | 51,929 | 25,666 | 26,263 | 102.3% | | Strategic Investment | – | – | – | N/A | | **Total** | **52,642** | **83,084** | **(30,442)** | **-36.6%** | - Revenue from smart field solutions services significantly increased from **HK$1,091 thousand** in H1 2024 to **HK$38,862 thousand** in H1 2025[18](index=18&type=chunk) [4. Other Gains / (Losses)](index=14&type=section&id=4.%20Other%20Gains%20%2F%20%28Losses%29) In H1 2025, other gains primarily stemmed from fair value changes of financial assets at fair value through profit or loss, though the amount significantly decreased compared to the prior period Other Gains / (Losses) | Item | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | Year-on-year Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Fair Value Change of Financial Assets at Fair Value Through Profit or Loss | 1,158 | 20,505 | (19,347) | [5. Finance Costs](index=14&type=section&id=5.%20Finance%20Costs) In H1 2025, finance costs primarily comprised interest on lease liabilities and loans from the ultimate controlling party, with the total amount decreasing compared to the prior period Composition of Finance Costs | Item | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | Year-on-year Change (HK$ thousand) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | :--- | | Interest on Lease Liabilities | 99 | 136 | (37) | -27.2% | | Interest on Loans from Ultimate Controlling Party | 3,192 | 4,424 | (1,232) | -27.8% | | **Total** | **3,291** | **4,755** | **(1,464)** | **-30.8%** | [6. Income Tax Expense](index=15&type=section&id=6.%20Income%20Tax%20Expense) Income tax expense in H1 2025 significantly increased year-on-year, primarily due to under-provision for PRC corporate income tax in prior years Composition of Income Tax Expense | Item | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | Year-on-year Change (HK$ thousand) | | :--- | :--- | :--- | :--- | | Current Tax: China | 7 | – | 7 | | Under-provision in Prior Years: China | 1,086 | – | 1,086 | | Deferred Tax | – | 450 | (450) | | **Total** | **1,093** | **450** | **643** | - Guangzhou Zhiwang is recognized as a "High and New Technology Enterprise" by the Chinese government, enjoying a preferential tax rate of **15%**[24](index=24&type=chunk) [7. Profit / (Loss) for the Period](index=16&type=section&id=7.%20Profit%20%2F%20%28Loss%29%20for%20the%20Period) The loss for the period was primarily influenced by factors such as inventory amounts, depreciation, amortization, and staff costs Key Items Affecting Profit / (Loss) for the Period | Item | H1 2025 (HK$ thousand) | H1 2024 (HK$ thousand) | Year-on-year Change (HK$ thousand) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | :--- | | Amount of Inventories Recognized as Expense | 711 | 57,419 | (56,708) | -98.8% | | Depreciation of Property, Plant and Equipment | 1,825 | 2,430 | (605) | -24.9% | | Total Staff Costs | 15,077 | 22,305 | (7,228) | -32.4% | [8. Earnings / (Loss) Per Share](index=17&type=section&id=8.%20Earnings%20%2F%20%28Loss%29%20Per%20Share) Basic and diluted loss per share for H1 2025 was **2.16 HK cents**, compared to basic and diluted earnings per share of **0.08 HK cents** in the prior period Earnings / (Loss) Per Share | Indicator | H1 2025 | H1 2024 | | :--- | :--- | :--- | | (Loss) / Profit for the Period Used in Calculating Basic and Diluted (Loss) / Earnings Per Share | (17,244,000) HK$ | 652,000 HK$ | | Weighted Average Number of Ordinary Shares | 800,000,000 | 800,000,000 | | Basic and Diluted (HK cents) Per Share | (2.16) | 0.08 | [9. Dividends](index=17&type=section&id=9.%20Dividends) No interim dividend was paid or proposed for the current period or the prior corresponding period - No interim dividend was paid or proposed for H1 2025 and H1 2024[30](index=30&type=chunk) [10. Property, Plant and Equipment](index=18&type=section&id=10.%20Property%2C%20Plant%20and%20Equipment) In H1 2025, the Group's acquisition of property, plant and equipment significantly decreased, while proceeds from disposal and net gain on disposal substantially increased - Acquisition of property, plant and equipment in H1 2025 was approximately **HK$3 thousand**, a significant decrease from **HK$273 thousand** in H1 2024[32](index=32&type=chunk) - Proceeds from disposal of property, plant and equipment were approximately **HK$7,893 thousand**, generating a net gain on disposal of approximately **HK$1,058 thousand**[9](index=9&type=chunk)[32](index=32&type=chunk) [11. Trade and Other Receivables](index=18&type=section&id=11.%20Trade%20and%20Other%20Receivables) As of June 30, 2025, total trade and other receivables significantly decreased, primarily due to a reduction in trade receivables Trade and Other Receivables | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Trade Receivables (Net of Impairment Allowance) | 11,227 | 32,782 | (21,555) | -65.7% | | Deposits and Other Receivables | 2,803 | 1,561 | 1,242 | 79.6% | | Prepayments | 2,282 | 2,900 | (618) | -21.3% | | **Total** | **16,312** | **38,115** | **(21,803)** | **-57.2%** | - Gross trade receivables from customer contracts significantly decreased from **HK$49,022 thousand** at year-end 2024 to **HK$10,039 thousand** at mid-2025[33](index=33&type=chunk) [12. Trade and Other Payables](index=19&type=section&id=12.%20Trade%20and%20Other%20Payables) As of June 30, 2025, total trade and other payables slightly decreased, with a notable reduction in accrued staff costs Trade and Other Payables | Item | June 30, 2025 (HK$ thousand) | December 31, 2024 (HK$ thousand) | Change (HK$ thousand) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Trade Payables | 32,886 | 32,908 | (22) | -0.1% | | Accrued Staff Costs | 1,269 | 3,964 | (2,695) | -67.9% | | Accrued Expenses and Other Payables | 8,321 | 7,024 | 1,297 | 18.5% | | **Total** | **42,476** | **43,896** | **(1,420)** | **-3.2%** | - The credit period for purchases of goods ranges from **30 to 180 days**, and the Group has established financial risk management policies to ensure payables are settled within the credit period[39](index=39&type=chunk) [13. Capital Commitments](index=20&type=section&id=13.%20Capital%20Commitments) As of June 30, 2025, the Group had no contracted but unprovided capital commitments - As of June 30, 2025, the Group's contracted but unprovided capital commitments were **nil HK$**[40](index=40&type=chunk) [14. Related Party Disclosures](index=21&type=section&id=14.%20Related%20Party%20Disclosures) The Group has broadband infrastructure construction service revenue and receivables/payables with several related parties; the principal amount of loans from the ultimate controlling party significantly decreased but a substantial balance remains - In H1 2025, the Group generated broadband infrastructure construction service revenue from several related parties, with Huizhou Xiandaicheng Real Estate Development Co., Ltd. contributing **HK$1,344 thousand**[41](index=41&type=chunk) - As of June 30, 2025, total trade receivables from related companies amounted to **HK$10,959 thousand**, an increase from **HK$8,216 thousand** at year-end 2024[42](index=42&type=chunk)[43](index=43&type=chunk) - As of June 30, 2025, the outstanding principal amount of loans from Mr. Zhang, the ultimate controlling party, was approximately **HK$18,193 thousand**, a significant reduction from **HK$126,294 thousand** at year-end 2024[49](index=49&type=chunk) [15. Contingent Liabilities](index=26&type=section&id=15.%20Contingent%20Liabilities) As of June 30, 2025, the Group had no material contingent liabilities - As of June 30, 2025, the Group had no material contingent liabilities[50](index=50&type=chunk) [16. Approval of Unaudited Condensed Consolidated Financial Results](index=26&type=section&id=16.%20Approval%20of%20Unaudited%20Condensed%20Consolidated%20Financial%20Results) The unaudited condensed consolidated financial results were approved and authorized for issue by the Board of Directors on August 27, 2025 - The unaudited condensed consolidated financial results were approved and authorized for issue by the Board of Directors on August 27, 2025[51](index=51&type=chunk) [17. Events After the Reporting Period](index=26&type=section&id=17.%20Events%20After%20the%20Reporting%20Period) As of the date of this report, no significant events occurred after the reporting period - As of the date of this report, no significant events occurred after the reporting period[52](index=52&type=chunk) [Management Discussion and Analysis](index=27&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=27&type=section&id=Business%20Review) This review details the operational status and market environment of the Group's three core business segments: broadband infrastructure and smart fields grew by optimizing product portfolios and expanding overseas despite real estate contraction; semiconductor revenue sharply declined due to weak demand and competition, leading to production line suspension; strategic investments actively pursued innovative technology, including listed equity securities and cryptocurrency exploration - Amidst liquidity contraction in the real estate sector, the broadband infrastructure and smart fields business adopted a prudent strategy, focusing resources on more profitable and cash-generative projects, and successfully entered overseas markets[53](index=53&type=chunk) - The semiconductor business experienced a **99.0%** year-on-year revenue plunge due to global inflation, monetary tightening, geopolitical risks, and weak consumer electronics demand, leading management to shut down production lines to curb losses[54](index=54&type=chunk)[55](index=55&type=chunk) - The strategic investment business aims to capitalize on technology innovation opportunities, diversify investments in innovative technology sectors, and explore cryptocurrency investments[56](index=56&type=chunk)[58](index=58&type=chunk) [(i) Broadband Infrastructure and Smart Fields Business](index=27&type=section&id=%28i%29%20Broadband%20Infrastructure%20and%20Smart%20Fields%20Business) This business primarily involves broadband infrastructure construction and smart field solutions in China; affected by real estate market adjustments, the Group adopted a prudent strategy, optimized its product portfolio, and successfully expanded into overseas markets, driving new growth - The business was affected by liquidity contraction in China's real estate sector, prompting the Group to adopt a prudent strategy, concentrating resources on more profitable and cash-generative projects[53](index=53&type=chunk) - Successfully entered overseas markets, developing smart product sales business, bringing new growth momentum to the Group[53](index=53&type=chunk) [(ii) Semiconductor Business](index=28&type=section&id=%28ii%29%20Semiconductor%20Business) The semiconductor business includes discrete device packaging and testing, patented product manufacturing, and third-party semiconductor product trading; revenue plummeted **99.0%** year-on-year due to global inflation, monetary tightening, and weak consumer electronics demand, leading management to shut down production lines to curb losses - The core business primarily focuses on packaging and testing of discrete devices and manufacturing of patented products, supplemented by third-party semiconductor product trading[54](index=54&type=chunk) - Semiconductor manufacturing and trading revenue plummeted **99.0%** year-on-year, impacted by global inflation and monetary tightening policies suppressing demand in the electronic consumer market[54](index=54&type=chunk) - Given the continuous expansion of business losses, management decided to shut down relevant production lines to curb losses[54](index=54&type=chunk) [(iii) Strategic Investment Business](index=29&type=section&id=%28iii%29%20Strategic%20Investment%20Business) The Group aims to seize investment opportunities through technological innovation, diversifying its investment portfolio in innovative technology sectors, investing in listed equity securities during the period, and exploring cryptocurrency investments in Web3.0 and metaverse - The Group aims to leverage its smart technology advantages to seize investment opportunities and diversify its investment portfolio in innovative technology sectors[56](index=56&type=chunk) - During the period, listed equity securities and options were acquired at a total cost of approximately **HK$106.9 million**, and those with a total book value of approximately **HK$91.1 million** were disposed of, realizing a net gain of approximately **HK$9.5 million**[60](index=60&type=chunk) - The Group is optimistic about the future prospects of virtual assets, especially in the Web3.0 and metaverse sectors, and is exploring cryptocurrency purchases[58](index=58&type=chunk)[59](index=59&type=chunk) [Financial Review](index=31&type=section&id=Financial%20Review) This financial review analyzes the Group's H1 2025 revenue, gross profit, expenses, and net profit changes; revenue significantly decreased by **36.6%** to **HK$52.6 million**, primarily due to the semiconductor business, while gross margin improved, net profit shifted from profit to loss - Revenue decreased by **36.6%** year-on-year to **HK$52.6 million**, primarily due to a **98.8%** decline in semiconductor business revenue[61](index=61&type=chunk) - Overall gross profit margin increased from **13.2%** to **17.9%**, but total gross profit decreased by **13.8%**[63](index=63&type=chunk) - Net loss for the period was **HK$17.2 million**, compared to a net profit of **HK$0.7 million** in the prior corresponding period[69](index=69&type=chunk) [Revenue](index=31&type=section&id=Revenue) The Group's H1 2025 revenue was **HK$52.6 million**, a **36.6%** year-on-year decrease, primarily due to a **98.8%** plunge in semiconductor business revenue, while broadband infrastructure and smart fields segment revenue grew **102.3%** Revenue by Business Segment | Business Segment | H1 2025 (HK$ million) | H1 2024 (HK$ million) | Year-on-year Change (HK$ million) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | :--- | | Semiconductor Business | 0.7 | 57.4 | (56.7) | -98.8% | | Broadband Infrastructure and Smart Fields | 51.9 | 25.7 | 26.2 | 102.3% | | **Total Revenue** | **52.6** | **83.1** | **(30.5)** | **-36.6%** | [Gross Profit and Gross Profit Margin](index=32&type=section&id=Gross%20Profit%20and%20Gross%20Profit%20Margin) The Group's H1 2025 gross profit was **HK$9.4 million**, a **13.8%** year-on-year decrease; overall gross profit margin improved by **4.7** percentage points to **17.9%**, but the broadband infrastructure and smart fields segment's gross margin declined due to increased smart field solutions services - The Group's gross profit decreased by **13.8%** year-on-year to **HK$9.4 million**, but the overall gross profit margin increased by **4.7** percentage points to **17.9%**[63](index=63&type=chunk) - The gross profit margin for the broadband infrastructure and smart fields segment decreased from **41.0%** to **18.0%**, primarily due to an increase in smart field solutions services, which have a relatively lower gross profit margin[64](index=64&type=chunk) [Fair Value Change of Financial Assets at Fair Value Through Profit or Loss](index=33&type=section&id=Fair%20Value%20Change%20of%20Financial%20Assets%20at%20Fair%20Value%20Through%20Profit%20or%20Loss) The Group recorded a net realized gain of **HK$9.5 million** from the disposal of listed equity securities, but incurred a fair value loss of **HK$9.0 million** on listed equity securities and options held, resulting in total other gains of **HK$0.5 million** - Disposal of listed equity securities generated a net realized gain of approximately **HK$9.5 million**[65](index=65&type=chunk) - Fair value loss on listed equity securities and options held was approximately **HK$9.0 million**[65](index=65&type=chunk) [Selling and Distribution Costs](index=33&type=section&id=Selling%20and%20Distribution%20Costs) Selling and distribution costs decreased by **39.5%** year-on-year to **HK$2.3 million**, primarily due to reduced commission expenses paid to third-party agents following a decline in semiconductor business sales - Selling and distribution costs decreased by **39.5%** year-on-year to **HK$2.3 million**, mainly due to reduced commission expenses resulting from lower semiconductor business sales[66](index=66&type=chunk) [Administrative Expenses](index=33&type=section&id=Administrative%20Expenses) Administrative expenses increased by **8.5%** year-on-year to **HK$26.7 million**, primarily due to increased employee termination costs during the period - Administrative expenses increased by **8.5%** year-on-year to **HK$26.7 million**, primarily due to increased employee termination costs[67](index=67&type=chunk) [Income Tax Expense](index=34&type=section&id=Income%20Tax%20Expense) Income tax expense increased by **142.9%** year-on-year to **HK$1.1 million**, primarily due to deferred tax implications from the disposal of property, plant and equipment - Income tax expense increased by **142.9%** year-on-year to **HK$1.1 million**, primarily due to deferred tax implications arising from the disposal of property, plant and equipment[68](index=68&type=chunk) [Profit / (Loss) for the Period](index=34&type=section&id=Profit%20%2F%20%28Loss%29%20for%20the%20Period) The Group shifted from a net profit of **HK$0.7 million** in the prior period to a net loss of **HK$17.2 million** in the current period, primarily influenced by the combined effects of the aforementioned factors - The Group shifted from a net profit of **HK$0.7 million** in H1 2024 to a net loss of **HK$17.2 million** in H1 2025[69](index=69&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=34&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) The Group's operations are primarily funded by internal cash flows; as of June 30, 2025, there were no outstanding bank borrowings and the gearing ratio was zero; the Group adopts prudent cash and financial management policies and regularly reviews liquidity requirements - The Group's operations are primarily funded by internally generated cash flows[70](index=70&type=chunk) - As of June 30, 2025, the Group had no outstanding bank borrowings, and its gearing ratio was **zero**[70](index=70&type=chunk) - The Group adopts prudent cash and financial management policies, primarily conducting financial activities through bank deposits denominated in HKD, USD, or RMB[71](index=71&type=chunk) [Pledge of Group Assets](index=35&type=section&id=Pledge%20of%20Group%20Assets) As of June 30, 2025, the Group had not pledged any assets - As of June 30, 2025, the Group had not pledged any assets[72](index=72&type=chunk) [Material Investments / Acquisitions and Disposals](index=35&type=section&id=Material%20Investments%20%2F%20Acquisitions%20and%20Disposals) Aside from the listed equity securities investments disclosed in the strategic investment business, there were no other material investments, acquisitions, or disposals during the period - Aside from the listed equity securities investments disclosed in the strategic investment business, there were no other material investments, acquisitions, or disposals during the period[73](index=73&type=chunk) [Contingent Liabilities](index=35&type=section&id=Contingent%20Liabilities) As of June 30, 2025, the Group had no material contingent liabilities - As of June 30, 2025, the Group had no material contingent liabilities[74](index=74&type=chunk) [Exposure to Exchange Rate Fluctuations](index=35&type=section&id=Exposure%20to%20Exchange%20Rate%20Fluctuations) The Group faces foreign currency risk as some sales and purchases are denominated in foreign currencies; currently, there is no foreign currency hedging policy, but the Board continuously monitors and considers hedging significant risks - The Group faces foreign currency risk, with approximately **23.5%** of sales and **2.1%** of purchases denominated in foreign currencies in H1 2025[75](index=75&type=chunk) - Currently, there is no foreign currency hedging policy, but the Board continuously monitors and considers hedging significant foreign exchange risks[76](index=76&type=chunk) [Human Resources](index=36&type=section&id=Human%20Resources) As of June 30, 2025, the Group employed **67** full-time staff, with reduced staff costs year-on-year; the Group actively implements talent acquisition, development, and retention strategies through training, performance-linked remuneration, and clear career paths - As of June 30, 2025, the Group employed **67** full-time staff, with **96.7%** in China and **3.3%** in Hong Kong[77](index=77&type=chunk) - Staff costs (including directors' emoluments) for H1 2025 were approximately **HK$15.1 million**, a decrease from **HK$22.3 million** in H1 2024[77](index=77&type=chunk) - The Group recruits, develops, and retains talent through regular training, performance-linked remuneration, and clear career paths[78](index=78&type=chunk) [Reserves](index=37&type=section&id=Reserves) Changes in the Group's reserves are presented in the unaudited condensed consolidated statement of changes in equity - Changes in the Group's reserves are set out in the unaudited condensed consolidated statement of changes in equity[79](index=79&type=chunk) [Dividends](index=37&type=section&id=Dividends) The Board does not recommend the payment of any interim dividend for the current period - The Board does not recommend the payment of any interim dividend for the current period[80](index=80&type=chunk) [Business Outlook](index=37&type=section&id=Business%20Outlook) Looking ahead, the global economic environment remains unpredictable, the semiconductor business will continue to face challenges, and the Group will adopt a prudent stance and reallocate resources; simultaneously, the Group will capitalize on technology application demands in smart living driven by China's "14th Five-Year Plan" and actively explore investment opportunities in AI, IoT, and Web3.0 - The global economic environment remains unpredictable, the semiconductor business will continue to face challenges, and the Group will adopt a prudent stance, potentially suspending business operations and reallocating resources to smart product trading[81](index=81&type=chunk) - The Group will capitalize on technology application demands in smart living driven by China's "14th Five-Year Plan" and explore investment opportunities in artificial intelligence, IoT, and Web3.0[82](index=82&type=chunk) - Guangzhou Zhiwang aims to become a smart field solutions integrator and has successfully expanded its smart product business into overseas markets, which is expected to inject new growth momentum[82](index=82&type=chunk) [Directors' and Chief Executive's Interests and Short Positions in Securities](index=38&type=section&id=Directors%27%20and%20Chief%20Executive%27s%20Interests%20and%20Short%20Positions%20in%20Securities) [Long Positions in Shares](index=39&type=section&id=Long%20Positions%20in%20Shares) As of June 30, 2025, Executive Director Mr. Zhang Liang held **74.96%** of the company's shares through his wholly-owned Yoho Bravo Limited Directors' Long Positions in Shares | Name of Director | Nature of Interest | Number of Ordinary Shares Held | Percentage of Shareholding (%) | | :--- | :--- | :--- | :--- | | Mr. Zhang Liang | Interest in a Controlled Corporation | 599,658,000 shares (L) | 74.96 | [Substantial Shareholders' and Other Persons' Interests and Short Positions in Securities](index=39&type=section&id=Substantial%20Shareholders%27%20and%20Other%20Persons%27%20Interests%20and%20Short%20Positions%20in%20Securities) [Long Positions in Shares](index=39&type=section&id=Long%20Positions%20in%20Shares) As of June 30, 2025, Yoho Bravo Limited, as a substantial shareholder, held **74.96%** of the company's shares Substantial Shareholders' Long Positions in Shares | Name of Shareholder | Nature of Interest | Number of Ordinary Shares Held | Percentage of Shareholding (%) | | :--- | :--- | :--- | :--- | | Yoho Bravo Limited | Beneficial Interest | 599,658,000 shares (L) | 74.96 | [Directors' Information](index=40&type=section&id=Directors%27%20Information) [Changes in Directors' Information](index=40&type=section&id=Changes%20in%20Directors%27%20Information) As of the report date, the Board comprises Executive Director Mr. Zhang Liang (Chairman) and three Independent Non-executive Directors: Mr. Xu Liang, Mr. Chen Xi, and Ms. Zhang Yibo; no changes in directors' information occurred during the period - The Board comprises Executive Director Mr. Zhang Liang (Chairman) and three Independent Non-executive Directors: Mr. Xu Liang, Mr. Chen Xi, and Ms. Zhang Yibo[87](index=87&type=chunk) - No changes in directors' information requiring disclosure occurred during the period[87](index=87&type=chunk) [Code for Securities Transactions by Directors](index=40&type=section&id=Code%20for%20Securities%20Transactions%20by%20Directors) [Code for Securities Transactions by Directors](index=40&type=section&id=Code%20for%20Securities%20Transactions%20by%20Directors) The company has adopted a code for directors' securities transactions no less exacting than Appendix C3 of the Listing Rules, and all directors confirmed compliance with the code during the period - The company has adopted a code for directors' securities transactions no less exacting than Appendix C3 of the Listing Rules[88](index=88&type=chunk) - All directors complied with the code for securities transactions during the period[88](index=88&type=chunk) [Management Contracts](index=41&type=section&id=Management%20Contracts) [Management Contracts](index=41&type=section&id=Management%20Contracts) During the period, the company did not enter into or have any management and administration contracts concerning the whole or any substantial part of its business - During the period, the company did not enter into or have any management and administration contracts concerning the whole or any substantial part of its business[90](index=90&type=chunk) [Competing Interests](index=41&type=section&id=Competing%20Interests) [Competing Interests](index=41&type=section&id=Competing%20Interests) During the period, none of the company's directors, controlling shareholders, or their close associates had any interests in businesses competing or potentially competing with the Group's business - During the period, none of the company's directors, controlling shareholders, or their close associates had any interests in businesses competing or potentially competing with the Group's business[91](index=91&type=chunk) [Corporate Governance Practices](index=41&type=section&id=Corporate%20Governance%20Practices) [Corporate Governance Practices](index=41&type=section&id=Corporate%20Governance%20Practices) The company is committed to high corporate governance standards; the roles of Chairman and Chief Executive Officer are not separated, with the CEO position vacant since February 1, 2021; the Board deems the current arrangement appropriate and will continuously review its effectiveness - The company is committed to achieving high standards of corporate governance, believing sound practices are crucial for the Group's sustained growth and maximizing shareholder interests[92](index=92&type=chunk) - The roles of Chairman and Chief Executive Officer are not separated, and the CEO position has been vacant since February 1, 2021[92](index=92&type=chunk) - The Board believes the current arrangement is appropriate, helps maintain policy continuity and operational stability, and will continuously review the effectiveness of the structure[92](index=92&type=chunk) [Share Option Scheme](index=42&type=section&id=Share%20Option%20Scheme) [Share Option Scheme](index=42&type=section&id=Share%20Option%20Scheme) The company adopted a share option scheme on September 23, 2015, to reward contributors and enhance company value; no share options have been granted since adoption, and no outstanding share options existed as of the reporting date - The company adopted a share option scheme on September 23, 2015, with a 10-year validity, aiming to reward contributors and enhance company value[93](index=93&type=chunk) - No share options have been granted since adoption, and no outstanding share options existed as of June 30, 2025, and the reporting date[93](index=93&type=chunk) [Audit Committee](index=43&type=section&id=Audit%20Committee) [Audit Committee](index=43&type=section&id=Audit%20Committee) The Audit Committee, established on September 23, 2015, comprises three independent non-executive directors, chaired by Mr. Xu Liang; the committee reviewed the financial results for the period and deemed them compliant with applicable accounting standards - The Audit Committee was established on September 23, 2015, comprising three independent non-executive directors, with Mr. Xu Liang as Chairman[94](index=94&type=chunk) - The committee's primary responsibilities include providing recommendations on external auditors, monitoring the integrity of financial statements, and overseeing risk management and internal control systems[94](index=94&type=chunk) - The committee has reviewed the financial results for the period and believes they comply with applicable accounting standards and include sufficient disclosures[94](index=94&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=43&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) [Purchase, Sale or Redemption of the Company's Listed Securities](index=43&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) During the period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - During the period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[95](index=95&type=chunk) [Definitions](index=44&type=section&id=Definitions) [Definitions](index=44&type=section&id=Definitions) This section provides definitions for key terms and abbreviations used throughout the report - This section provides definitions for key terms and abbreviations used in the report, such as "Board," "Corporate Governance Code," "Company," and "Group"[96](index=96&type=chunk)[97](index=97&type=chunk)[98](index=98&type=chunk)

中期報告 Interim Report 2025 Contents 目錄 | Corporate Information | 公司資料 | 2 | | --- | --- | --- | | Highlights of Interim Results | 中期業績摘要 | 5 | | Business Review and Analysis | 業務表現及分析 | 6 | | Business Prospect | 業務展望 | 17 | | Financial Review and Financial Capital | 財務表現與財務資本 | 18 | | Disclosure of Interests | 權益披露 | 29 | | Other Information | 其他資料 | 32 | | Report on Review of Condensed Interim Consolidated | 簡明中期綜合財務報表審閱報告 | 35 | | Financial Statements | | | | Condensed Interim Consolidated Statement of Prof ...

天津津燃公用事業股份有限公司（「本公司」）董事（「董事」）會（「董事會」）公佈本公司及其附屬公司 （「本集團」）截至2025年6月30日止六個月（「 2025上半年」或「呈報期」）的未經審核中期業績，連同 2024年同期（「2024年上半年」）的未經審核比較數字如下： 合併資產負債表 2025年6月30日 (金額單位：人民幣元) | | | 2025年6月30日 | 2024年12月31日 | | --- | --- | --- | --- | | | 附註六 | （未經審計） | （經審計） | | 資產 | | | | | 流動資產 | | | | | 貨幣資金 | （一） | 467,199,235.62 | 694,923,802.41 | | 應收賬款 | （二） | 272,019,660.95 | 238,095,204.64 | | 應收款項融資 | （三） | 37,722,646.55 | 16,197,905.68 | | 預付款項 | （四） | 3,208,282.18 | 3,099,572.73 | | 其他應收款 | （五） | 1,081,382.71 | 1,013,407 ...

Management Discussion and Analysis [Financial Overview](index=4&type=section&id=FINANCIAL%20OVERVIEW) The Group's revenue increased by 30.9% to HKD 62.2 million, but operating expenses surged by 107.6% (driven by arbitration costs and bad debt provisions), leading to a 115.2% expansion in loss for the period to HKD 22.6 million, with a slight decrease in gross margin and significant growth in other income and gains or losses 2025 First Half Financial Overview (HKD million) | Indicator | 2025 First Half | 2024 First Half | Change Amount | Change Percentage | | :--- | :--- | :--- | :--- | :--- | | Revenue | 62.2 | 47.5 | 14.7 | ↑30.9% | | Gross Profit | 9.6 | 7.9 | 1.7 | ↑21.5% | | Gross Margin | 15.4% | 16.6% | - | ↓1.2% | | Operating Expenses | (41.1) | (19.8) | (21.3) | ↑107.6% | | Operating Loss | (31.5) | (11.9) | (19.6) | ↑164.7% | | Other Income and Gains or Losses | 8.9 | 1.4 | 7.5 | ↑535.7% | | Loss for the Period | (22.6) | (10.5) | (12.1) | ↑115.2% | | Basic and Diluted Loss Per Share (HK cents) | (4.1) | (2.0) | (2.1) | ↑105.0% | - Gross margin decreased by **1.2 percentage points to 15.4%**, primarily due to intensified market competition compressing profit levels[9](index=9&type=chunk)[11](index=11&type=chunk) - Operating expenses significantly increased by **107.6% to HKD 41.1 million**, mainly due to substantial fees from arbitration cases and legal proceedings for completed projects, as well as large provisions for bad debts and expected credit losses due to deteriorating business conditions in Hong Kong[9](index=9&type=chunk)[11](index=11&type=chunk) - Other income and gains or losses grew by **535.7% to HKD 8.9 million**, primarily driven by interest income from restricted cash pledged for performance bonds and fair value gains on financial assets[9](index=9&type=chunk)[11](index=11&type=chunk) [Business Review and Prospects](index=6&type=section&id=BUSINESS%20REVIEW%20AND%20PROSPECTS) The Group's main businesses are Interior Decoration and Special Projects Business (ISP Business) and Property and Facilities Management Business in China (PFM China Business); ISP Business revenue grew significantly but loss expanded due to litigation costs and bad debt provisions, while PFM China Business revenue declined and turned to loss due to contract expiry, with the Group planning cost control, client cooperation, service diversification, and prudent bidding to address market challenges - The Group's two main business segments are Interior Decoration and Special Projects Business (ISP Business) and Property and Facilities Management Business in China (PFM China Business)[13](index=13&type=chunk)[14](index=14&type=chunk) [Business Overview](index=6&type=section&id=Business%20Overview) The Group primarily operates two major business segments: Interior Decoration and Special Projects Business (ISP Business) and Property and Facilities Management Business in China (PFM China Business) - ISP Business and PFM China Business are the Group's two major business segments[13](index=13&type=chunk)[14](index=14&type=chunk) [Business Results](index=6&type=section&id=Business%20Results) ISP Business revenue increased by 36.7% to HKD 60.0 million, but operating loss expanded by 201.1% to HKD 28.0 million; PFM China Business revenue decreased by 40.5% to HKD 2.2 million and shifted from profit to loss 2025 First Half Segment Results (HKD million) | Indicator | ISP Business (2025) | ISP Business (2024) | Change % | PFM China Business (2025) | PFM China Business (2024) | Change % | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 60.0 | 43.9 | ↑36.7% | 2.2 | 3.7 | ↓40.5% | | Gross Profit | 7.8 | 5.4 | ↑44.4% | 1.8 | 2.5 | ↓28.0% | | Operating Expenses | (35.8) | (14.7) | ↑143.5% | (2.1) | (2.3) | ↓8.7% | | Operating (Loss) / Profit | (28.0) | (9.3) | ↑201.1% | (0.3) | 0.2 | ↓250.0% | | (Loss) / Profit for the Period | (27.9) | (9.0) | ↑210.0% | (0.3) | 0.3 | ↓200.0% | [Interior Decoration and Special Projects Business](index=6&type=section&id=ISP%20Business) As the Group's primary revenue source, ISP Business revenue grew by 36.7% to HKD 60.0 million and gross profit by 44.4% to HKD 7.8 million, but operating expenses surged by 143.5% due to arbitration and bad debt provisions, resulting in a net loss of HKD 27.9 million, with future plans to focus on luxury and high-end renovation projects and hotel sector expansion - ISP Business is the Group's primary revenue source, contributing over **90% of revenue** in recent years, having completed over **266 projects** with a cumulative contract value exceeding **HKD 9.3 billion** as of June 30, 2025[17](index=17&type=chunk)[18](index=18&type=chunk) - During the reporting period, ISP Business revenue increased by **36.7% to HKD 60.0 million**, and gross profit grew by **44.4% to HKD 7.8 million**, reflecting improved operational efficiency[22](index=22&type=chunk)[24](index=24&type=chunk) - Operating expenses surged by **143.5% to HKD 35.8 million**, primarily due to arbitration hearing fees for completed projects, preparation fees for ongoing litigation, and provisions for bad debts and expected credit losses arising from increased credit risk due to deteriorating business conditions in Hong Kong[23](index=23&type=chunk)[25](index=25&type=chunk) - In the reporting period, ISP Business secured new contracts totaling over **HKD 85.0 million**, including a residential development project in Chung Ha Road, commercial and residential unit renovation projects, and hoarding, demolition, addition, and alteration works for a school in Causeway Bay[20](index=20&type=chunk)[21](index=21&type=chunk) - As of the reporting date, ISP Business has submitted tenders for projects with a total contract value of approximately **HKD 600.0 million** awaiting approval; as of June 30, 2025, the total outstanding contract value was approximately **HKD 173.3 million**, expected to be recognized as revenue within the next two years[20](index=20&type=chunk)[21](index=21&type=chunk) - In the future, ISP Business will focus on luxury residential development and high-end renovation projects, seek expansion projects from existing clients, and diversify into hotel renovation opportunities[27](index=27&type=chunk)[29](index=29&type=chunk) [Property and Facilities Management Business in China](index=10&type=section&id=PFM%20China%20Business) PFM China Business faced economic uncertainty and intensified market competition in the first half of 2025, with revenue declining by 40.5% to HKD 2.2 million and shifting to a net loss of HKD 0.3 million due to the expiry of a large commercial property management contract in Shanghai, prompting the Group to maintain a conservative organizational structure, diversify services, and actively seek new business for sustainable growth - PFM China Business revenue decreased by **40.5% to HKD 2.2 million**, and gross profit decreased by **28.0% to HKD 1.8 million**, primarily due to the expiry of a large commercial property management contract in Shanghai[31](index=31&type=chunk)[33](index=33&type=chunk) - PFM China Business shifted from a net profit of **HKD 0.3 million** in the same period last year to a net loss of **HKD 0.3 million**[31](index=31&type=chunk)[33](index=33&type=chunk) - A new residential property management contract was secured after the reporting period, indicating an improving trend in client acquisition[32](index=32&type=chunk)[34](index=34&type=chunk) - The Group will maintain a conservative organizational structure, enhance business resilience and competitiveness through service diversification, and actively seek new alternative businesses to expand revenue streams[32](index=32&type=chunk)[34](index=34&type=chunk) [Outlook of the Group](index=11&type=section&id=Outlook%20of%20the%20Group) The Group anticipates continued economic challenges in the local market, including suppressed investment sentiment and declining market demand, which will negatively impact the ISP business, but remains optimistic about long-term prospects, aiming for sustainable growth and shareholder value creation through project diversification, robust liquidity, and leveraging its track record and professional team - The Group anticipates the local market will continue to face economic challenges, including cautious sentiment from potential business partners and property owners, escalating global inflationary pressures, and financial constraints on major developers[36](index=36&type=chunk)[37](index=37&type=chunk) - The Group will diversify its project portfolio, focusing on luxury residential development and renovation, commercial properties, and local residential projects, while maintaining robust liquidity to support potential large-scale projects[36](index=36&type=chunk)[37](index=37&type=chunk) - The Group remains optimistic about its long-term prospects, expecting to maintain solid financial performance, achieve sustainable growth, and continue creating value for shareholders in the coming years[38](index=38&type=chunk) [Financial Position and Financial Risk Management](index=12&type=section&id=Financial%20Position%20and%20Financial%20Risk%20Management) As of June 30, 2025, the Group had no outstanding bank loans, with funding primarily from retained earnings and internal cash flow, and plans to use existing cash and cash equivalents to strengthen its competitive advantage, purchase performance bonds, and cover upfront project costs for bidding on larger projects, while adopting a prudent financial risk management approach with minimal foreign exchange risk and no significant investments, capital commitments, or contingent liabilities (except for disclosed litigation cases) - As of June 30, 2025, the Group had no outstanding bank loans, with funding primarily supported by retained earnings from operating activities and internal cash flow[40](index=40&type=chunk)[42](index=42&type=chunk) - The Group plans to utilize existing cash and cash equivalents to purchase performance bonds and cover upfront project costs, aiming to bid for more large-scale projects, increase winning rates, and facilitate ISP business expansion[41](index=41&type=chunk)[42](index=42&type=chunk) 2025 First Half Financial Position (HKD thousand) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total Assets | 285,217 | 297,556 | | Current Assets | 283,052 | 295,659 | | Current Liabilities | 146,683 | 146,813 | | Net Assets | 138,061 | 150,306 | | Net Assets Per Share (HK cents) | 19.2 | 29.8 | | Current Ratio | 1.9 | 2.0 | - The Group's foreign exchange risk is minimal, and as of June 30, 2025, and the reporting date, there were no significant investments, capital commitments, or contingent liabilities, except for a writ of summons related to the Yuen Long factory development project[45](index=45&type=chunk)[46](index=46&type=chunk)[51](index=51&type=chunk) [Cash Management](index=13&type=section&id=Cash%20Management) The Group employs a centralized cash management system, primarily placing cash balances exceeding immediate operational needs into short-term deposits with licensed banks in Hong Kong - The Group employs a centralized cash management system, with surplus cash primarily placed in short-term deposits with licensed banks in Hong Kong[47](index=47&type=chunk)[52](index=52&type=chunk) [Human Resources](index=13&type=section&id=Human%20Resources) As of June 30, 2025, the Group employed 240 staff (including directors), a decrease from 316 as of December 31, 2024, and continues to prioritize strategic workforce management, maintaining a lean and flexible staff structure, launching wellness programs to support employee well-being and work-life balance, and investing in competitive compensation and benefits and employee development to retain top talent and enhance service quality - As of June 30, 2025, the Group employed **240 staff**, a decrease from **316** as of December 31, 2024[48](index=48&type=chunk)[53](index=53&type=chunk) - The Group prioritizes strategic workforce management, maintaining a lean and flexible staff structure, and has launched wellness programs to support employee well-being and work-life balance[49](index=49&type=chunk)[54](index=54&type=chunk) - The Group continuously invests in competitive compensation and benefits and employee development to attract and retain high-caliber professionals and enhance service quality[49](index=49&type=chunk)[54](index=54&type=chunk) [Interim Dividend](index=13&type=section&id=INTERIM%20DIVIDEND) The Board of Directors resolved not to declare an interim dividend for the six months ended June 30, 2025 - The Board of Directors resolved not to declare an interim dividend for the first half of 2025 (2024: nil)[50](index=50&type=chunk)[55](index=55&type=chunk) Report on Review of Interim Condensed Consolidated Financial Statements [Introduction](index=14&type=section&id=INTRODUCTION) This section presents the independent auditor's review report on the unaudited interim condensed consolidated financial statements of ISP Holdings Limited and its subsidiaries for the six months ended June 30, 2025, clarifying the basis of preparation (HKAS 34) and the responsibilities of directors and auditors - The report is a review of the unaudited interim condensed consolidated financial statements of ISP Holdings Limited and its subsidiaries for the six months ended June 30, 2025[56](index=56&type=chunk)[57](index=57&type=chunk) - The financial statements are prepared in accordance with HKAS 34, with directors responsible for preparation and presentation, and the auditor responsible for expressing a review conclusion[56](index=56&type=chunk)[57](index=57&type=chunk) [Scope of Review](index=15&type=section&id=SCOPE%20OF%20REVIEW) The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410, primarily through inquiries and analytical procedures, with a scope significantly narrower than an audit, thus no audit opinion is expressed - The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410, primarily involving inquiries and analytical procedures[58](index=58&type=chunk)[60](index=60&type=chunk) - The scope of the review is narrower than an audit, therefore no audit opinion is expressed[58](index=58&type=chunk)[60](index=60&type=chunk) [Conclusion](index=15&type=section&id=CONCLUSION) Based on the review, the auditor found no matters that cause them to believe the interim condensed consolidated financial statements are not prepared, in all material respects, in accordance with HKAS 34 - The auditor found no matters indicating that the interim condensed consolidated financial statements are not prepared in all material respects in accordance with HKAS 34[59](index=59&type=chunk)[61](index=61&type=chunk) Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income This statement presents the Group's unaudited consolidated profit or loss and other comprehensive income for the six months ended June 30, 2025, showing a loss for the period of HKD 22.6 million, a significant increase from the HKD 10.5 million loss in the prior year Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (HKD thousand) | Indicator | 2025 First Half | 2024 First Half | | :--- | :--- | :--- | | Revenue | 62,243 | 47,547 | | Cost of Sales and Services | (52,682) | (39,658) | | Gross Profit | 9,561 | 7,889 | | Other Income and Gains or Losses | 8,887 | 1,380 | | General and Administrative Expenses | (37,118) | (20,839) | | Interest Expenses | (27) | (34) | | Impairment Loss (Provision) / Reversal, Net on Receivables and Contract Assets | (3,936) | 1,112 | | Loss Before Taxation | (22,633) | (10,492) | | Taxation | (2) | 3 | | Loss for the Period | (22,635) | (10,489) | | Total Comprehensive Loss for the Period Attributable to Equity Holders of the Company | (22,210) | (10,691) | | Basic and Diluted Loss Per Share (HK cents) | (4.1) | (2.0) | Condensed Consolidated Statement of Financial Position This statement presents the Group's unaudited condensed consolidated financial position as of June 30, 2025, showing total assets of HKD 285.2 million, net current assets of HKD 136.4 million, and net assets of HKD 138.1 million, a decrease from the end of 2024 Condensed Consolidated Statement of Financial Position (HKD thousand) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total Non-Current Assets | 2,165 | 1,897 | | Total Current Assets | 283,052 | 295,659 | | Total Current Liabilities | 146,683 | 146,813 | | Total Non-Current Liabilities | 473 | 437 | | Net Assets | 138,061 | 150,306 | | Share Capital | 7,173 | 50,486 | | Reserves | 130,888 | 99,820 | | Total Equity | 138,061 | 150,306 | - As of June 30, 2025, net assets were **HKD 138.1 million**, a decrease from **HKD 150.3 million** as of December 31, 2024[65](index=65&type=chunk) Condensed Consolidated Statement of Changes in Equity This statement presents the Group's unaudited condensed consolidated statement of changes in equity for the six months ended June 30, 2025, showing total equity of HKD 138.1 million at period-end, a reduction from HKD 150.3 million at the beginning of the period, primarily due to loss for the period and share capital reorganization, though a rights issue increased share capital Condensed Consolidated Statement of Changes in Equity (HKD thousand) | Indicator | January 1, 2025 (Audited) | Loss for the Period | Other Comprehensive Income | Capital Reduction | New Shares Issued from Rights Issue (Net of Transaction Costs) | June 30, 2025 (Unaudited) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Share Capital | 50,486 | – | – | (45,437) | 2,124 | 7,173 | | Share Premium | – | – | – | – | 7,841 | 7,841 | | Capital Reduction Reserve | – | – | – | 45,437 | – | 45,437 | | Merger Reserve | 1,513 | – | – | – | – | 1,513 | | Exchange Reserve | (3,566) | – | 425 | – | – | (3,141) | | Retained Profits | 101,873 | (22,635) | – | – | – | 79,238 | | **Total Equity** | **150,306** | **(22,635)** | **425** | **–** | **9,965** | **138,061** | - As of June 30, 2025, total equity was **HKD 138.1 million**, a decrease from **HKD 150.3 million** as of January 1, 2025[66](index=66&type=chunk) - Share capital reorganization (including capital reduction and share split) and the rights issue of new shares impacted the share capital structure[66](index=66&type=chunk)[130](index=130&type=chunk)[138](index=138&type=chunk) Condensed Consolidated Statement of Cash Flows This statement presents the Group's unaudited condensed consolidated cash flows for the six months ended June 30, 2025, showing net cash used in operating activities of HKD 22.6 million, net cash generated from investing activities of HKD 12.3 million, and net cash generated from financing activities of HKD 9.0 million, resulting in a net decrease in cash and cash equivalents of HKD 1.3 million Condensed Consolidated Statement of Cash Flows (HKD thousand) | Indicator | 2025 First Half | 2024 First Half | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | (22,624) | (21,947) | | Net Cash Generated From / (Used In) Investing Activities | 12,300 | (3,407) | | Net Cash Generated From / (Used In) Financing Activities | 9,035 | (936) | | Net Decrease in Cash and Cash Equivalents | (1,289) | (26,290) | | Cash and Cash Equivalents at End of Period | 20,620 | 41,488 | - Net cash used in operating activities was **HKD 22.6 million**, primarily due to operating losses[68](index=68&type=chunk) - Net cash generated from investing activities was **HKD 12.3 million**, mainly from proceeds of **HKD 11.87 million** from the disposal of financial assets at fair value through profit or loss[68](index=68&type=chunk) - Net cash generated from financing activities was **HKD 9.0 million**, primarily from proceeds of **HKD 10.83 million** from the rights issue of new shares[68](index=68&type=chunk) Notes to the Interim Condensed Consolidated Financial Statements [General Information](index=20&type=section&id=GENERAL%20INFORMATION) ISP Holdings Limited was incorporated in Bermuda on August 4, 2003, and listed on the Hong Kong Stock Exchange on October 9, 2003, with its principal businesses being interior decoration and special projects in Hong Kong (ISP Business) and property and facilities management in China (PFM China Business) - ISP Holdings Limited was incorporated in Bermuda on **August 4, 2003**, and listed on the Hong Kong Stock Exchange on **October 9, 2003**[69](index=69&type=chunk)[73](index=73&type=chunk) - The Group's principal businesses are interior decoration and special projects in Hong Kong and property and facilities management in China[70](index=70&type=chunk)[73](index=73&type=chunk) [Basis of Preparation](index=20&type=section&id=BASIS%20OF%20PREPARATION) The interim condensed consolidated financial statements are prepared in accordance with HKAS 34 and have adopted the revised HKAS 21 (Lack of Exchangeability) for the first time, which is not expected to have a material impact on the Group's financial statements, with the Group maintaining prudent liquidity risk management and regularly monitoring its financial position - The financial statements are prepared in accordance with Hong Kong Accounting Standard 34 "Interim Financial Reporting" and relevant disclosure requirements of the Listing Rules of the Stock Exchange[71](index=71&type=chunk)[74](index=74&type=chunk) - The revised Hong Kong Accounting Standard 21 "Lack of Exchangeability" was adopted for the first time and is not expected to have a material impact on the Group's condensed consolidated financial statements[72](index=72&type=chunk)[74](index=74&type=chunk)[75](index=75&type=chunk)[76](index=76&type=chunk) - The Group adopts prudent liquidity risk management, including maintaining adequate bank balances and cash, and regularly monitors its financial position, capital structure, and working capital levels[78](index=78&type=chunk)[80](index=80&type=chunk) [Critical Accounting Estimates and Judgements](index=22&type=section&id=CRITICAL%20ACCOUNTING%20ESTIMATES%20AND%20JUDGEMENTS) The preparation of the interim condensed consolidated financial statements requires management to make judgments, estimates, and assumptions, which are consistent with those applied in the consolidated financial statements for the year ended December 31, 2024 - The preparation of financial statements involves management making judgments, estimates, and assumptions, with the primary sources consistent with those applied in the 2024 annual report[81](index=81&type=chunk)[82](index=82&type=chunk)[84](index=84&type=chunk) [Segment Information](index=22&type=section&id=SEGMENT%20INFORMATION) The Group's reportable operating segments include Interior Decoration and Special Projects Business (ISP Business) and Property and Facilities Management Business in China (PFM China Business), whose results are regularly reported to the Executive Committee - The Group's reportable operating segments are ISP Business and PFM China Business, whose results are regularly reported to the Executive Committee[83](index=83&type=chunk)[85](index=85&type=chunk)[86](index=86&type=chunk) 2025 First Half Segment Results (HKD thousand) | Indicator | ISP Business | PFM China Business | Subtotal | Administrative Expenses | Total | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 60,065 | 2,178 | 62,243 | – | 62,243 | | Gross Profit | 7,804 | 1,757 | 9,561 | – | 9,561 | | Operating Expenses | (35,788) | (2,045) | (37,833) | (3,221) | (41,054) | | (Loss) / Profit Before Taxation | (27,878) | (361) | (28,239) | 5,606 | (22,633) | [Other Income and Gains or Losses](index=24&type=section&id=OTHER%20INCOME%20AND%20GAIN%20OR%20LOSS) During the reporting period, the Group's other income and gains or losses significantly increased to HKD 8.9 million (from HKD 1.4 million in the same period of 2024), primarily driven by bank interest income and fair value changes of financial assets at fair value through profit or loss Other Income and Gains or Losses (HKD thousand) | Indicator | 2025 First Half | 2024 First Half | | :--- | :--- | :--- | | Other Income | 74 | 245 | | Bank Interest Income | 4,920 | 952 | | Dividend Income | 465 | 358 | | Fair Value Changes of Financial Assets at Fair Value Through Profit or Loss | 3,543 | (229) | | Exchange (Loss) / Gain | (115) | 54 | | **Total** | **8,887** | **1,380** | - Bank interest income increased from **HKD 952 thousand to HKD 4,920 thousand**, and fair value changes of financial assets at fair value through profit or loss shifted from a loss of **HKD 229 thousand to a gain of HKD 3,543 thousand**[91](index=91&type=chunk) [Interest Expenses](index=24&type=section&id=INTEREST%20EXPENSES) During the reporting period, the Group's interest expenses primarily consisted of interest expenses on lease liabilities, amounting to HKD 27 thousand, a slight decrease from HKD 34 thousand in the prior year Interest Expenses (HKD thousand) | Indicator | 2025 First Half | 2024 First Half | | :--- | :--- | :--- | | Interest Expenses on Lease Liabilities | 27 | 34 | [Loss Before Taxation](index=25&type=section&id=LOSS%20BEFORE%20TAXATION) During the reporting period, the Group's loss before taxation was HKD 22.6 million, primarily impacted by staff costs, depreciation, and a significant increase in professional and legal fees (HKD 22.4 million, compared to HKD 7.6 million in the prior year) Loss Before Taxation Components (HKD thousand) | Indicator | 2025 First Half | 2024 First Half | | :--- | :--- | :--- | | Staff Costs (including Directors' Emoluments) | 21,140 | 22,428 | | Depreciation of Property, Plant and Equipment | 1,081 | 1,095 | | Professional and Legal Fees Included in General and Administrative Expenses | 22,398 | 7,570 | - Professional and legal fees significantly increased from **HKD 7.6 million to HKD 22.4 million**, being one of the main factors contributing to the expanded loss before taxation[94](index=94&type=chunk) [Taxation](index=25&type=section&id=TAXATION) Hong Kong profits tax is provided at a rate of 16.5%, and overseas profits are calculated at local tax rates, with taxation for the reporting period being HKD 2 thousand in deferred tax, compared to a deferred tax reversal of HKD 3 thousand in the prior year - Hong Kong profits tax is provided at a rate of **16.5%**, and overseas profits are calculated at local tax rates[95](index=95&type=chunk)[96](index=96&type=chunk) Taxation (HKD thousand) | Indicator | 2025 First Half | 2024 First Half | | :--- | :--- | :--- | | Deferred Tax | 2 | (3) | [Loss Per Share](index=26&type=section&id=LOSS%20PER%20SHARE) For the six months ended June 30, 2025, basic and diluted loss per share was 4.1 HK cents, an increase from 2.0 HK cents in the prior year, with diluted loss per share being the same as basic loss per share due to the anti-dilutive effect of convertible preference shares Loss Per Share (HK cents) | Indicator | 2025 First Half | 2024 First Half (Restated) | | :--- | :--- | :--- | | Loss for the Period Attributable to Ordinary Equity Holders (HKD thousand) | (22,635) | (10,489) | | Weighted Average Number of Ordinary Shares in Issue (thousand shares) | 557,020 | 532,770 | | Basic Loss Per Share (HK cents) | (4.1) | (2.0) | - Diluted loss per share is the same as basic loss per share because the conversion of convertible preference shares has an anti-dilutive effect[101](index=101&type=chunk) [Dividend](index=26&type=section&id=DIVIDEND) The Board of Directors resolved not to declare an interim dividend for the six months ended June 30, 2025 - The Board of Directors resolved not to declare an interim dividend for the first half of 2025 (2024: nil)[102](index=102&type=chunk)[103](index=103&type=chunk) [Property, Plant and Equipment](index=27&type=section&id=PROPERTY%2C%20PLANT%20AND%20EQUIPMENT) For the six months ended June 30, 2025, the Group recognized approximately HKD 1.343 million in property, plant and equipment (including right-of-use assets) due to new lease agreements - The Group recognized approximately **HKD 1.343 million** in property, plant and equipment (including right-of-use assets) due to new lease agreements[104](index=104&type=chunk)[105](index=105&type=chunk) [Restricted Cash Deposits](index=27&type=section&id=RESTRICTED%20CASH%20DEPOSITS) As of June 30, 2025, restricted cash deposits amounted to HKD 67.3 million, an increase from HKD 62.6 million at the end of 2024, with these deposits used to settle potential future court case claims related to a custodian and generating HKD 4.687 million in interest income during the reporting period Restricted Cash Deposits (HKD thousand) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Restricted Cash Deposits | 67,307 | 62,620 | - Restricted cash deposits are used to settle potential future court case claims related to a custodian and generated **HKD 4.687 million** in interest income during the reporting period[107](index=107&type=chunk)[109](index=109&type=chunk) [Accounts and Other Receivables and Retention Receivables](index=28&type=section&id=ACCOUNT%20AND%20OTHER%20RECEIVABLES%20AND%20RETENTION%20RECEIVABLES) As of June 30, 2025, total accounts and other receivables and retention receivables amounted to HKD 86.8 million, a slight decrease from HKD 89.0 million at the end of 2024, with accounts receivable aged over 90 days totaling HKD 24.2 million, and the Group having made impairment provisions for accounts and retention receivables Accounts and Other Receivables and Retention Receivables (HKD thousand) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Accounts Receivable (0-30 days) | 14,073 | 14,000 | | Accounts Receivable (Over 90 days) | 24,183 | 27,058 | | Total Accounts Receivable | 38,437 | 41,663 | | Other Receivables | 10,836 | 10,828 | | Impairment of Accounts and Other Receivables | (4,249) | (4,086) | | Retention Receivables | 42,373 | 40,786 | | Impairment of Retention Receivables | (598) | (146) | | **Total** | **86,799** | **89,045** | - The Group's credit period for accounts receivable is generally **30 to 60 days**, with most denominated in HKD[111](index=111&type=chunk) - Approximately **HKD 4.869 million** of retention receivables as of June 30, 2025, are expected to be recovered more than 12 months after the reporting period[113](index=113&type=chunk) [Financial Assets at Fair Value Through Profit or Loss](index=29&type=section&id=FINANCIAL%20ASSETS%20AT%20FVTPL) As of June 30, 2025, financial assets at fair value through profit or loss amounted to HKD 17.7 million, a decrease from HKD 26.0 million at the end of 2024, primarily consisting of Hong Kong-listed equity securities measured at active market quotes (Level 1) Financial Assets at Fair Value Through Profit or Loss (HKD thousand) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Hong Kong Listed Equity Securities | 17,690 | 26,017 | - Listed equity securities are classified as current assets because management expects them to be realized within twelve months after the reporting period[117](index=117&type=chunk) - The fair value of financial assets is measured using Level 1 (quoted prices in active markets)[120](index=120&type=chunk)[123](index=123&type=chunk) [Payables and Accruals](index=31&type=section&id=PAYABLES%20AND%20ACCRUALS) As of June 30, 2025, total payables and accruals amounted to HKD 143.1 million, largely consistent with HKD 142.4 million at the end of 2024, with accounts payable aged over 90 days totaling HKD 31.7 million Payables and Accruals (HKD thousand) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Accounts Payable (0-30 days) | 32,754 | 43,022 | | Accounts Payable (Over 90 days) | 31,680 | 21,000 | | Total Accounts Payable | 79,448 | 75,825 | | Retention Payables, Other Payables and Accruals | 63,606 | 66,619 | | **Total** | **143,054** | **142,444** | - The Group's credit period for accounts payable is generally **30 to 60 days**[125](index=125&type=chunk) [Share Capital](index=32&type=section&id=SHARE%20CAPITAL) As of June 30, 2025, the Group's issued share capital was HKD 7.173 million, a significant decrease from HKD 50.486 million as of January 1, 2025, primarily due to a share capital reorganization (including capital reduction and share split) completed on April 9, 2025, and a rights issue of new shares completed on May 20, 2025, after which the conversion price of convertible preference shares was adjusted from HKD 0.75 to HKD 0.57 per ordinary share Issued and Fully Paid Share Capital (HKD thousand) | Indicator | June 30, 2025 | January 1, 2025 | | :--- | :--- | :--- | | Ordinary Shares | 6,373 | 42,486 | | Convertible Preference Shares | 800 | 8,000 | | **Total** | **7,173** | **50,486** | - A share capital reorganization was completed on **April 9, 2025**, including the cancellation of paid-up share capital at **HKD 0.09 per share**, reducing the par value of ordinary and preference shares from **HKD 0.1 to HKD 0.01**, and a share split[130](index=130&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk)[135](index=135&type=chunk)[136](index=136&type=chunk)[137](index=137&type=chunk) - A rights issue was completed on **May 20, 2025**, issuing **212,425,000 new ordinary shares** at a subscription price of **HKD 0.051 per share**[138](index=138&type=chunk) - Following the rights issue, the conversion price of convertible preference shares was adjusted from **HKD 0.75 to HKD 0.57 per ordinary share**[139](index=139&type=chunk) - The Group maintained the public float of at least **25%** as required by the Listing Rules of the Stock Exchange during the reporting period[139](index=139&type=chunk)[142](index=142&type=chunk) [Litigation](index=34&type=section&id=LITIGATION) The Group is involved in two major litigations: an arbitration case where the employer of the Yuen Long factory development project claims approximately HKD 54.4 million from ISP Construction (Engineering) Limited, with hearings completed in the first half of 2025; and a lawsuit where ISPCE claims approximately HKD 98.5 million from ATAL Engineering Limited, with hearings scheduled to commence in the third quarter of 2025, and directors believe it is too early to predict the outcome and the possibility of resource outflow is remote, thus no provision has been recognized - The Group is involved in an arbitration case where the employer of the Yuen Long factory development project claims approximately **HKD 54.4 million**, with hearings completed in the first half of 2025[141](index=141&type=chunk)[143](index=143&type=chunk) - The Group's subsidiary, ISPCE, is suing ATAL Engineering Limited for approximately **HKD 98.5 million**, with hearings scheduled to commence in the third quarter of 2025[144](index=144&type=chunk)[146](index=146&type=chunk) - Directors believe it is too early to predict the outcome of the litigation, and the possibility of resource outflow is remote, thus no provision has been recognized or contingent liability disclosed[145](index=145&type=chunk)[146](index=146&type=chunk) [Related Party Transactions](index=35&type=section&id=RELATED%20PARTY%20TRANSACTIONS) During the reporting period, the Group's key management personnel compensation totaled HKD 3.52 million, and it engaged in related party transactions, including service fee payments and contract work income, with companies controlled by common controlling shareholders and a director Key Management Personnel Compensation (HKD thousand) | Indicator | 2025 First Half | 2024 First Half | | :--- | :--- | :--- | | Salaries, Allowances and Benefits in Kind | 3,441 | 2,235 | | Pension - Defined Contribution Plans | 79 | 68 | | **Total** | **3,520** | **2,303** | Related Party Transactions (HKD thousand) | Transaction Type | Related Party | 2025 First Half | 2024 First Half | | :--- | :--- | :--- | :--- | | Payment for Services | Company of Common Controlling Shareholder | (528) | (2) | | Payment for Services | Company Controlled by a Director | (283) | (143) | | Contract Work Income | Company of Common Controlling Shareholder | 867 | 870 | [Events After the Reporting Period](index=36&type=section&id=EVENTS%20AFTER%20THE%20REPORTING%20PERIOD) No events with significant impact on the company's financial position occurred after the reporting period - No events with significant impact on the company's financial position occurred after the reporting period[151](index=151&type=chunk) Other Information [Directors' and Chief Executive's Interests and Short Positions in the Shares, Underlying Shares and Debentures of the Company and Its Associated Corporations](index=37&type=section&id=DIRECTORS%27%20AND%20CHIEF%20EXECUTIVE%27S%20INTERESTS%20AND%20SHORT%20POSITIONS%20IN%20THE%20SHARES%2C%20UNDERLYING%20SHARES%20AND%20DEBENTURES%20OF%20THE%20COMPANY%20AND%20ITS%20ASSOCIATED%20CORPORATIONS) As of June 30, 2025, Director Leung Yuet Ngor held 298,651 ordinary shares of the Company, representing 0.05% of the total issued ordinary shares, with no other directors or chief executive holding disclosable share interests or short positions Directors' Long Positions in Company Shares (Ordinary Shares) | Director Name | Capacity | Number of Ordinary Shares Held | Approximate Percentage of Total Issued Ordinary Shares | | :--- | :--- | :--- | :--- | | Leung Yuet Ngor | Beneficial Owner | 298,651 | 0.05% | - As of June 30, 2025, no other directors or chief executive, apart from Leung Yuet Ngor, held disclosable share interests or short positions[155](index=155&type=chunk)[156](index=156&type=chunk) [Substantial Shareholders' Interests and Short Positions in the Shares and Underlying Shares of the Company](index=38&type=section&id=SUBSTANTIAL%20SHAREHOLDERS%27%20INTERESTS%20AND%20SHORT%20POSITIONS%20IN%20THE%20SHARES%20AND%20UNDERLYING%20SHARES%20OF%20THE%20COMPANY) As of June 30, 2025, substantial shareholder Li Yuet Wah (through her wholly-owned Champ Key Holdings Limited) held 338,277,949 ordinary shares, representing 53.08% of the total issued ordinary shares, and 80,000,000 convertible preference shares, representing 100% of the total issued convertible preference shares Substantial Shareholders' Long Positions in Company Shares (Ordinary Shares) | Shareholder Name | Capacity | Number of Ordinary Shares Held | Approximate Percentage of Total Issued Ordinary Shares | | :--- | :--- | :--- | :--- | | Li Yuet Wah | Interest in Controlled Corporation | 338,277,949 | 53.08% | | Champ Key Holdings Limited | Beneficial Owner | 338,277,949 | 53.08% | Substantial Shareholders' Long Positions in Company Shares (Convertible Preference Shares) | Shareholder Name | Capacity | Number of Convertible Preference Shares Held | Percentage of Total Issued Convertible Preference Shares | | :--- | :--- | :--- | :--- | | Li Yuet Wah | Interest in Controlled Corporation | 80,000,000 | 100% | | Champ Key Holdings Limited | Beneficial Owner | 80,000,000 | 100% | - Champ Key Holdings Limited is wholly owned by Li Yuet Wah and is deemed to be a controlled corporation of Li Yuet Wah under the Securities and Futures Ordinance[160](index=160&type=chunk)[161](index=161&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=40&type=section&id=PURCHASE%2C%20SALE%20OR%20REDEMPTION%20OF%20THE%20COMPANY%27S%20LISTED%20SECURITIES) During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities, and as of June 30, 2025, the Company held no treasury shares - During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[164](index=164&type=chunk)[168](index=168&type=chunk) - As of June 30, 2025, the Company held no treasury shares[164](index=164&type=chunk)[168](index=168&type=chunk) [Subsequent Event After the Reporting Period](index=40&type=section&id=SUBSEQUENT%20EVENT%20AFTER%20THE%20REPORTING%20PERIOD) No events with significant impact on the company's financial position occurred after the reporting period - No events with significant impact on the company's financial position occurred after the reporting period[165](index=165&type=chunk)[169](index=169&type=chunk) [Review of Interim Results](index=40&type=section&id=REVIEW%20OF%20INTERIM%20RESULTS) The Group's unaudited interim results have been reviewed by the Company's Audit Committee and external auditor BDO Limited in accordance with Hong Kong Standard on Review Engagements 2410 - The Group's interim results have been reviewed by the Company's Audit Committee and external auditor BDO Limited[166](index=166&type=chunk)[170](index=170&type=chunk) - The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410[166](index=166&type=chunk)[170](index=170&type=chunk) [Compliance with the Model Code for Securities Transactions by Directors](index=40&type=section&id=COMPLIANCE%20WITH%20THE%20MODEL%20CODE%20FOR%20SECURITIES%20TRANSACTIONS%20BY%20DIRECTORS) The Board has adopted the Model Code as the standard for directors' securities transactions, and all directors confirmed compliance with the code during the reporting period - The Board has adopted the Model Code as the standard for directors' securities transactions[167](index=167&type=chunk)[171](index=171&type=chunk) - All directors confirmed compliance with the Model Code during the reporting period[167](index=167&type=chunk)[171](index=171&type=chunk) [Changes in Directors' Information](index=41&type=section&id=CHANGES%20IN%20DIRECTORS%27%20INFORMATION) Since the publication date of the 2024 Annual Report, Mr. Lam Chun Kit was appointed as an Executive Director of New Mining Resources Limited on July 1, 2025, and Mr. To Chun Wai resigned as an Independent Non-Executive Director of Nova Group Holdings Limited on August 8, 2025 - Mr. Lam Chun Kit was appointed as an Executive Director of New Mining Resources Limited on **July 1, 2025**[172](index=172&type=chunk)[175](index=175&type=chunk) - Mr. To Chun Wai resigned as an Independent Non-Executive Director of Nova Group Holdings Limited on **August 8, 2025**[173](index=173&type=chunk)[176](index=176&type=chunk) [Compliance with Corporate Governance Code](index=41&type=section&id=COMPLIANCE%20WITH%20CORPORATE%20GOVERNANCE%20CODE) During the reporting period, the Company complied with all code provisions set out in Appendix C1 of the Listing Rules, the Corporate Governance Code - The Company complied with all code provisions of Appendix C1 of the Listing Rules, the Corporate Governance Code, during the reporting period[174](index=174&type=chunk)[177](index=177&type=chunk) Corporate Information This section provides the company's basic corporate information, including board members, company secretary, auditor, principal bankers, registered office, principal place of business in Hong Kong, share registrar, stock code, board lot size, website, and email address - The Board of Directors includes Executive Directors Chu Chun Ho (Chairman) and Leung Yuet Ngor, Non-Executive Director Lam Chun Kit, and Independent Non-Executive Directors Lau Man Tak, Li Hon Man, and To Chun Wai[178](index=178&type=chunk) - The Company Secretary is Chan Kwong Leung, and the auditor is BDO Limited, Hong Kong[178](index=178&type=chunk) - The Company's stock code is **02340**, and the board lot size is **4,000 shares**[178](index=178&type=chunk)

(在香港註冊成立的有限責任公司) (股份代號:2380) 2025 中期報告 低碳賦能 美好生活 2025 INTERIM REPORT LOWER CARBON EMPOWER BETTER LIFE 股東及投資者參考資料 中國電力的股份為： 中期報告 二零二五年中期報告將於二零二五年九月十九日 或之前發送予選擇收取公司通訊印刷本的中國電 力國際發展有限公司（「本公司」）股東。 上市資料 註冊辦事處及香港的主要營業地點 香港灣仔 港灣道18號 中環廣場63層6301室 電話：(852) 2802 3861 傳真：(852) 2802 3922 網址：www.chinapower.hk 中國電力 網站 中國電力 官方微信 • 於 香 港 聯 交 所 上 市（ 股 份 代 號：2380╱ 彭博：2380：HK╱路透社：2380.HK）；及 • 合資格經滬港通及深港通進行港股通交易。 目錄 | | | 股份過戶及登記處 股東及投資者查詢 香港中央證券登記有限公司 香港灣仔 皇后大道東183號 合和中心17樓1712-1716號舖 電話：(852) 2862 8628 傳真：(852) 2865 0990 股東 投 ...

我們的願景 讓每個家庭樂享健康。 目 錄 企業資料 財務摘要 管理層討論及分析 法定披露 中期簡明綜合損益表 中期簡明綜合收益表 中期簡明綜合財務狀況表 中期簡明綜合權益變動表 中期簡明綜合現金流量表 02 04 05 56 68 69 70 72 74 01 上海復星醫藥（集團）股份有限公司 中期簡明綜合財務報表附註 76 釋義 105 企業 資料 董事 我們致力於成為全球領先的醫療創新整合者。 我們的使命 執行董事 陳玉卿先生 （董事長） 1 關曉暉女士 （聯席董事長） 2 文德鏞先生 （副董事長） 3 王可心先生4 非執行董事 陳啟宇先生 潘東輝先生 吳以芳先生5 徐曉亮先生6 獨立非執行董事 余梓山先生 王全弟先生 Chen Penghui先生7 楊玉成先生7 李玲女士8 湯谷良先生8 職工董事 嚴佳女士9 聯席公司秘書 董曉嫻女士 陳秀玲女士 授權代表 陳玉卿先生10 陳秀玲女士 吳以芳先生11 戰略委員會 陳玉卿先生 （主席） 12 王可心先生 陳啟宇先生 Chen Penghui先生12 吳以芳先生13 徐曉亮先生13 李玲女士13 審計委員會 楊玉成先生 （主席） 12 王全弟先生 Chen ...