股份代號 : 9600 *僅供識別 2025 2025REPORT 中期 *For identification purpose only INTERIM 報告 NEWLINK TECHNOLOGY INC. 新紐科技有限公司* Stock Code : 9600 (Incorporated in the Cayman Islands with limited liability) NEWLINK TECHNOLOGY INC. 新紐科技有限公司* NEWLINK TECHNOLOGY INC. 新 紐 科 技 有 釋義 限 公 司* INTERIM REPORT 2025 中期報告 目錄 | 釋義 | 02 | | --- | --- | | 公司資料 | 04 | | 財務概要 | 06 | | 管理層討論與分析 | 07 | | 其他資料 | 19 | | 中期簡明綜合財務資料審閱報告 | 27 | | 中期簡明綜合損益及其他全面收益表 | 28 | | 中期簡明綜合財務狀況表 | 30 | | 中期簡明綜合權益變動表 | 32 | | 中期簡明綜合現金流量表 | 33 | | 中期簡明綜合財務資料附註 ...

Company Information The company's governance structure, registration, operating locations, and professional advisory relationships are detailed in this section [Board of Directors and Committees](index=3&type=section&id=Board%20of%20Directors%20and%20Committees) The company's Board of Directors comprises executive, non-executive, and independent non-executive directors, supported by audit, remuneration, and nomination committees to ensure robust corporate governance - The Board members include **Wang Shugao** (Chairman and General Manager), Li Daoqing, Tian Chunyong, Zhou Bin, Wang Weifang, Tao Xu'an as executive directors, **Zhu Xuejing** (newly appointed) and Luo Yongxiang (resigned) as non-executive directors, and Qian Mingxing, Zhu Nanjun, Zeng Xiaosong, Fang Xuan as independent non-executive directors[7](index=7&type=chunk) - The company has an Audit Committee (Chairman: Zhu Nanjun), a Remuneration Committee (Chairman: Fang Xuan), and a Nomination Committee (Chairman: Wang Shugao)[7](index=7&type=chunk) [Registered and Operating Locations](index=3&type=section&id=Registered%20and%20Operating%20Locations) The company is registered in the Cayman Islands, with its principal operating location in Tongling City, Anhui Province, China, and a principal place of business in Hong Kong - The company's registered office is in the Cayman Islands, its principal office and place of business in China are in Tongling City, Anhui Province, and its principal place of business in Hong Kong is in Lee Garden Two, Causeway Bay[8](index=8&type=chunk)[9](index=9&type=chunk) [Professional Advisors and Auditor](index=4&type=section&id=Professional%20Advisors%20and%20Auditor) The company has engaged Linklaters, Tian Yuan Law Firm, and Harney Westwood & Riegels as legal advisors, Ascent Partners Corporate Finance Limited as compliance advisor, and KPMG as auditor - The company's legal advisors include Linklaters (Hong Kong law), Tian Yuan Law Firm (PRC law), and Harney Westwood & Riegels (Cayman Islands law)[9](index=9&type=chunk) - The compliance advisor is Ascent Partners Corporate Finance Limited, and the auditor is KPMG[9](index=9&type=chunk) Financial Highlights This section provides a concise overview of the company's financial performance and position for the reporting period [Performance Overview](index=5&type=section&id=Performance%20Overview) For the six months ended June 30, 2025, the company's revenue increased by **6.5%** year-on-year to **RMB 2.714 billion**, profit before tax surged by **42.4%** to **RMB 542 million**, profit for the period grew by **35.7%** to **RMB 382 million**, and both basic and diluted earnings per share increased by **22.2%** to **RMB 0.33** Performance Highlights for the Six Months Ended June 30 | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 2,713,666 | 2,547,463 | 6.5% | | Profit before tax | 542,313 | 380,860 | 42.4% | | Income tax | (159,916) | (98,981) | 61.6% | | Profit for the period | 382,397 | 281,879 | 35.7% | | Basic EPS (RMB) | 0.33 | 0.27 | 22.2% | | Diluted EPS (RMB) | 0.33 | 0.27 | 22.2% | [Assets and Liabilities](index=5&type=section&id=Assets%20and%20Liabilities) As of June 30, 2025, the company's total assets increased by **3.0%** to **RMB 3.695 billion**, total liabilities grew by **8.2%** to **RMB 1.323 billion**, and net assets slightly increased by **0.3%** to **RMB 2.373 billion** Summary of Assets and Liabilities | Indicator | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | Change (%) | | :--- | :--- | :--- | | Total assets | 3,695,449 | 3,587,900 | 3.0% | | Total liabilities | 1,322,895 | 1,222,485 | 8.2% | | Net assets | 2,372,554 | 2,365,415 | 0.3% | Management Discussion and Analysis This section provides a comprehensive review of the company's operational performance, financial condition, and future strategies within the context of the broader industry landscape [Industry Review](index=6&type=section&id=Industry%20Review) Changes in China's economic and social development, including stable growth in urban per capita disposable income, rising urbanization rates, and demographic shifts, collectively drive the mass-market Chinese catering sector, benefiting the company's strategy to expand beyond its current RMB 50-100 average spending market - Stable growth in China's urban per capita disposable income, rising urbanization rates, and demographic shifts are favorable for the mass-market catering sector's development[13](index=13&type=chunk) - The company's "Xiaocaiyuan" brand is deeply rooted in the mass-market Chinese catering segment with an average spending of **RMB 50 to RMB 100**, and plans to steadily expand into the market with an average spending below **RMB 50**[13](index=13&type=chunk) [Business Review](index=6&type=section&id=Business%20Review) As a renowned mass-market Chinese catering chain, the company continuously optimizes operational efficiency and cost management, establishing "Xiaocaiyuan" as a recognized "family kitchen," with revenue primarily from dine-in and significantly growing takeaway businesses, despite expanding store count, same-store sales and average customer spending declined - Since its establishment in 2013, the company has been committed to offering home-style dishes at affordable prices with attentive service, building "Xiaocaiyuan" into a "family kitchen" for Chinese consumers[14](index=14&type=chunk) - The company continuously optimizes operational efficiency, rigorously manages costs and expenses, deepens refined management, and steadily enhances operating performance[14](index=14&type=chunk) [Revenue Composition and Growth](index=6&type=section&id=Revenue%20Composition%20and%20Growth) For the six months ended June 30, 2025, total revenue increased by **6.5%** year-on-year to **RMB 2.714 billion**, with dine-in revenue growing **2.2%** to **RMB 1.647 billion** due to increased store count, and takeaway revenue rising **13.7%** to **RMB 1.057 billion** driven by more orders and enhanced online platform appeal Revenue Breakdown by Business Line | Business Line | 2025 (RMB thousand) | 2025 (%) | 2024 (RMB thousand) | 2024 (%) | | :--- | :--- | :--- | :--- | :--- | | Dine-in business | 1,647,139 | 60.7 | 1,611,603 | 63.3 | | Takeaway business | 1,057,411 | 39.0 | 929,709 | 36.5 | | Others | 9,116 | 0.3 | 6,151 | 0.2 | | Total | 2,713,666 | 100.0 | 2,547,463 | 100.0 | - Dine-in business revenue increased by **2.2%**, primarily due to the number of operating stores increasing from **617** as of June 30, 2024, to **672** as of June 30, 2025[17](index=17&type=chunk) - Takeaway business revenue increased by **13.7%**, mainly due to the number of takeaway orders rising from **12.8 million** to **16.8 million**, attributed to more stores offering takeaway services and enhanced appeal of online takeaway platforms[18](index=18&type=chunk) [Key Performance Indicators](index=7&type=section&id=Key%20Performance%20Indicators) As of June 30, 2025, the company's total store count reached **672**, while the overall average spending per dine-in customer decreased from **RMB 60.4** to **RMB 57.1**, and the overall table turnover rate remained at **3.1 times/day**, with same-store sales, average daily same-store sales, and same-store table turnover rate all slightly declining "Xiaocaiyuan" Store Count and Revenue Distribution (by City Tier) | City Tier | 2025 Store Count | 2025 Total Revenue (RMB thousand) | 2025 Revenue Share (%) | 2024 Store Count | 2024 Total Revenue (RMB thousand) | 2024 Revenue Share (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Tier 1 Cities | 109 | 480,298.6 | 17.8 | 93 | 448,977.0 | 17.8 | | New Tier 1 Cities | 192 | 793,823.7 | 29.5 | 176 | 733,145.9 | 29.1 | | Tier 2 Cities | 80 | 330,310.9 | 12.3 | 76 | 307,893.6 | 12.2 | | Tier 3 and Below Cities | 291 | 1,086,906.3 | 40.4 | 272 | 1,030,830.8 | 40.9 | | Total | 672 | 2,691,339.5 | 100.0 | 617 | 2,520,847.3 | 100.0 | "Xiaocaiyuan" Key Store Performance Indicators | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Average spending per dine-in customer (RMB) | 57.1 | 60.4 | | Table turnover rate (times/day) | 3.1 | 3.1 | "Xiaocaiyuan" Same-Store Performance Indicators | Indicator | 2025 | 2024 | | :--- | :--- | :--- | | Same-store count | 522 | - | | Same-store sales (RMB thousand) | 2,157,229.8 | 2,323,798.5 | | Average daily same-store sales (RMB) | 22,854.4 | 24,641.0 | | Same-store table turnover rate (times/day) | 3.0 | 3.1 | - For the six months ended June 30, 2025, the overall table turnover rate remained at **3.1 times/day**, with a slight increase in Tier 2 cities' turnover rate primarily due to improved per-square-meter efficiency from optimized store formats[21](index=21&type=chunk) [Cost and Expense Analysis](index=10&type=section&id=Cost%20and%20Expense%20Analysis) During the reporting period, the company effectively controlled raw material and staff costs, both decreasing as a percentage of revenue, indicating improved management efficiency and supply chain management, while advertising and promotion expenses and takeaway service expenses significantly increased due to business expansion and market investment, and income tax rose sharply due to increased PRC dividend withholding tax - Other income decreased by **33.5%** to **RMB 15.2 million**, primarily due to lower bank deposit interest income[27](index=27&type=chunk) - Raw materials and consumables used decreased by **2.2%** to **RMB 801.7 million**, with its percentage of revenue falling from **32.2%** to **29.5%**, mainly benefiting from centralized procurement and improved supply chain management efficiency[28](index=28&type=chunk) - Staff costs decreased by **8.2%** to **RMB 666.4 million**, with its percentage of revenue falling from **28.5%** to **24.6%**, primarily due to improved store management efficiency and labor productivity[29](index=29&type=chunk) - Advertising and promotion expenses significantly increased by **71.1%** to **RMB 53.3 million**, mainly due to increased investment in offline advertising and marketing activities[36](index=36&type=chunk) - Takeaway service expenses increased by **11.4%** to **RMB 181.9 million**, consistent with the growth in takeaway business revenue, with its percentage of total revenue rising from **6.4%** to **6.7%**[37](index=37&type=chunk) - Income tax increased by **61.6%** to **RMB 159.9 million**, with the effective tax rate rising from **26.0%** to **29.5%**, primarily due to increased PRC dividend withholding tax[41](index=41&type=chunk) [Non-IFRS Measures](index=12&type=section&id=Non-IFRS%20Measures) The company uses adjusted net profit and adjusted EBITDA as non-IFRS measures to provide a clearer perspective on operating performance, with adjusted net profit at **RMB 382 million** and adjusted EBITDA at **RMB 647 million** for the six months ended June 30, 2025, both showing significant year-on-year growth - Adjusted net profit is defined as net profit plus fair value changes of convertible bonds and derivative financial instruments, changes in carrying amount of redemption liabilities, and listing expenses[45](index=45&type=chunk) - Adjusted EBITDA adds back income tax, net finance costs, and depreciation and amortization of other assets to adjusted net profit[45](index=45&type=chunk) Reconciliation of Net Profit to Adjusted Net Profit and Adjusted EBITDA | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Net profit | 382,397 | 281,879 | | Adjusted net profit (Non-IFRS measure) | 382,397 | 264,365 | | Adjusted EBITDA (Non-IFRS measure) | 646,966 | 454,139 | [Balance Sheet Item Analysis](index=13&type=section&id=Balance%20Sheet%20Item%20Analysis) The company optimized inventory and trade and other receivables through improved supply chain management efficiency, leading to a decrease in these balances, while trade and other payables increased, primarily due to accelerated year-end settlement processes - Right-of-use assets decreased by **8.7%** to **RMB 720.4 million**, primarily attributable to increased depreciation of right-of-use assets[46](index=46&type=chunk) - Inventories decreased to **RMB 74.1 million**, and inventory turnover days decreased from **23.6 days** to **20.7 days**, mainly due to improved supply chain management efficiency[47](index=47&type=chunk)[48](index=48&type=chunk) - Trade and other receivables decreased by **22.5%** to **RMB 233.9 million**, primarily due to optimized prepayment levels[49](index=49&type=chunk) - Trade and other payables increased to **RMB 270.8 million**, mainly due to accelerated year-end settlement processes with suppliers[50](index=50&type=chunk) [Liquidity and Capital Resources](index=14&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains ample liquidity with a significant increase in net cash from operating activities, and during the reporting period, new bank loans of **RMB 100 million** led to a rise in the capital-to-debt ratio from **0%** to **4.2%**, with no assets pledged or contingent liabilities - As of June 30, 2025, cash and cash equivalents amounted to **RMB 638.8 million**, and net cash generated from operating activities was **RMB 764.8 million**, a significant increase from **RMB 455.0 million** in the prior period[51](index=51&type=chunk) - As of June 30, 2025, bank loans totaled **RMB 100 million**, primarily for letter of credit borrowings to purchase ingredients, at an interest rate of **1.75%**[53](index=53&type=chunk) - The capital-to-debt ratio increased from **0%** as of December 31, 2024, to **4.2%** as of June 30, 2025, primarily due to increased bank loans[56](index=56&type=chunk) - The Group has not pledged any assets and has no contingent liabilities[54](index=54&type=chunk)[55](index=55&type=chunk) [Employees and Remuneration Policy](index=15&type=section&id=Employees%20and%20Remuneration%20Policy) As of June 30, 2025, the company had a total of **12,498** employees, with total staff costs amounting to **RMB 666.4 million**, implementing diverse remuneration and incentive mechanisms, and providing regular training to enhance operational skills and management capabilities - As of June 30, 2025, the Group had a total of **12,498** employees, with total staff costs amounting to **RMB 666.4 million**[58](index=58&type=chunk) - The company's remuneration policy includes basic salaries, overtime pay, performance-based incentive bonuses, and discretionary bonuses for store managers, head chefs, and key employees in new stores[58](index=58&type=chunk)[59](index=59&type=chunk) - The company conducts monthly training courses aimed at enhancing employees' operational skills, developing management capabilities, and reinforcing company values[59](index=59&type=chunk) [Material Investments and Future Plans](index=16&type=section&id=Material%20Investments%20and%20Future%20Plans) There were no material acquisitions or disposals during the reporting period, and the company invested working capital in wealth management products to enhance returns, with future plans including continuous store network expansion, supply chain enhancement, digital system upgrades, and active exploration of Chinese community catering business - There were no material acquisitions or disposals of subsidiaries, associates, or joint ventures during the reporting period[60](index=60&type=chunk) - The company invested working capital in non-principal-protected floating-rate wealth management products issued by Agricultural Bank of China Limited, with a fair value of **RMB 200.8 million** as of June 30, 2025, accounting for **5.42%** of total assets[61](index=61&type=chunk) - Future outlook includes consolidating its leading position in the mass-market Chinese catering sector, continuously enhancing the dining experience at operating stores, optimizing the supply chain management system, strategically expanding the store network, and exploring Chinese community catering business[64](index=64&type=chunk) Corporate Governance and Other Information This section details the company's corporate governance practices, shareholding structure, use of global offering proceeds, and other relevant disclosures [Interim Dividend](index=18&type=section&id=Interim%20Dividend) The Board has resolved to declare an interim dividend of **RMB 0.2119** per share for the six months ended June 30, 2025, totaling approximately **RMB 250 million**, which was paid on September 16, 2025 - The Board resolved to declare an interim dividend of **RMB 0.2119** per share, totaling approximately **RMB 250 million**, which was paid on September 16, 2025[65](index=65&type=chunk) [Listed Securities Transactions](index=18&type=section&id=Listed%20Securities%20Transactions) During the reporting period, neither the company nor its subsidiaries purchased, sold, or redeemed any listed securities, and no treasury shares were held - During the reporting period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's securities[66](index=66&type=chunk) - As of June 30, 2025, the company did not hold any treasury shares[67](index=67&type=chunk) [Compliance with Corporate Governance Code](index=18&type=section&id=Compliance%20with%20Corporate%20Code) The company has complied with all applicable provisions of the Corporate Governance Code, except for the deviation where Mr. Wang Shugao holds both Chairman and General Manager roles, which the Board believes provides strong leadership with sufficient checks and balances - The company has complied with all applicable code provisions of the Corporate Governance Code, except for a deviation from code provision C.2.1 (roles of Chairman and Chief Executive should be separate)[68](index=68&type=chunk)[69](index=69&type=chunk) - Mr. Wang Shugao serves as both Chairman and General Manager, an arrangement the Board believes provides strong and consistent leadership for the Group, with adequate checks and balances in place[69](index=69&type=chunk) [Changes in Directors and Senior Management](index=19&type=section&id=Changes%20in%20Directors%20and%20Senior%20Management) Mr. Luo Yongxiang resigned as a non-executive director on March 7, 2025, and Ms. Zhu Xuejing was appointed as a non-executive director on the same day, bringing extensive experience in capital markets and private equity investment - Mr. Luo Yongxiang resigned as a non-executive director due to other work commitments, effective March 7, 2025[72](index=72&type=chunk) - Ms. Zhu Xuejing was appointed as a non-executive director effective March 7, 2025, possessing **12 years** of experience in business operations, risk control, and compliance for capital market and private equity investment institutions[73](index=73&type=chunk) [Directors' and Major Shareholders' Interests](index=20&type=section&id=Directors'%20and%20Major%20Shareholders'%20Interests) As of June 30, 2025, Mr. Wang Shugao, as the largest shareholder, held **85.00%** of the company's shares through controlled corporations, while several directors and other individual shareholders collectively held interests in XCY Yongqing Limited through a concert party agreement, indirectly owning company shares, and Harvest Delicacy held **5.97%** of shares Interests of Directors and Chief Executive in the Company's Shares | Name of Director or Chief Executive | Nature of Interest | Number of Shares Interested | Approximate Percentage of Interest in the Company | | :--- | :--- | :--- | :--- | | Mr. Wang Shugao | Interest in controlled corporation | 1,000,000,000 | 85.00% | | Mr. Li Daoqing | Jointly held interest with other parties | 429,714,000 | 36.52% | | Mr. Tian Chunyong | Jointly held interest with other parties | 429,714,000 | 36.52% | | Mr. Zhou Bin | Jointly held interest with other parties | 429,714,000 | 36.52% | | Ms. Wang Weifang | Jointly held interest with other parties | 429,714,000 | 36.52% | | Mr. Tao Xu'an | Jointly held interest with other parties | 429,714,000 | 36.52% | Interests of Major Shareholders in the Company's Shares | Shareholder Name | Capacity/Nature of Interest | Number of Shares Held | Approximate Percentage of Interest in the Company | | :--- | :--- | :--- | :--- | | XCY Yongqing Limited | Beneficial owner | 429,714,000 | 36.52% | | XCY Xuyuan Limited | Beneficial owner | 275,429,000 | 23.41% | | XCY Zhiyuan Limited | Beneficial owner | 69,714,000 | 5.93% | | XCY Huiming Limited | Beneficial owner | 56,000,000 | 4.76% | | XCY Weiyuan Limited | Beneficial owner | 26,857,000 | 2.28% | | XCY Liyuan Limited | Beneficial owner | 20,571,000 | 1.75% | | XCY Future Limited | Beneficial owner | 121,715,000 | 10.35% | | Mr. Ye Hongli | Jointly held interest with other parties | 429,714,000 | 36.52% | | Mr. Fang Zhiguo | Jointly held interest with other parties | 429,714,000 | 36.52% | | Mr. Chen Haiyan | Jointly held interest with other parties | 429,714,000 | 36.52% | | Harvest Delicacy | Beneficial owner | 70,283,600 | 5.97% | - Mr. Wang Shugao is the sole director of each British Virgin Islands entity and is therefore deemed to be interested in **85.00%** of the company's shares[75](index=75&type=chunk) - Mr. Wang Shugao and other individual shareholders (including Li Daoqing, Tian Chunyong, Zhou Bin, Tao Xu'an, Ye Hongli, Fang Zhiguo, Wang Weifang, and Chen Haiyan) have entered into a concert party agreement to jointly hold interests in XCY Yongqing Limited[77](index=77&type=chunk)[80](index=80&type=chunk) [Use of Proceeds from Global Offering](index=22&type=section&id=Use%20of%20Proceeds%20from%20Global%20Offering) The company listed in December 2024, with net proceeds from the global offering of approximately **HKD 794.8 million**, of which **HKD 140 million** had been used as of June 30, 2025, primarily for enhancing supply chain capabilities and expanding the store network, with the intended use of proceeds unchanged and remaining funds held in short-term interest-bearing accounts - The net proceeds from the global offering were approximately **HKD 794.8 million**, with **HKD 140.0 million** cumulatively utilized as of June 30, 2025[82](index=82&type=chunk) Use of Proceeds from Global Offering and Application Status | Use of Proceeds | Percentage of Proceeds | Net Proceeds (HKD million) | Unused Amount as of Dec 31, 2024 (HKD million) | Amount Used for Six Months Ended Jun 30, 2025 (HKD million) | Cumulative Amount Used as of Jun 30, 2025 (HKD million) | Unused Amount as of Jun 30, 2025 (HKD million) | Expected Timeline for Full Utilization of Unused Proceeds | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Continuous expansion of our store network | 40.0% | 317.9 | 317.9 | 57.9 | 57.9 | 260.0 | December 31, 2026 | | Enhancement of supply chain capabilities | 37.0% | 294.1 | 294.1 | 77.6 | 77.6 | 216.5 | December 31, 2026 | | Upgrade of our smart equipment and digitalization systems | 13.0% | 103.3 | 103.3 | 4.5 | 4.5 | 98.8 | December 31, 2026 | | Working capital and general corporate purposes | 10.0% | 79.5 | 79.5 | 0 | 0 | 79.5 | December 31, 2026 | | Total | 100% | 794.8 | 794.8 | 140.0 | 140.0 | 654.8 | | - The unutilized net proceeds are deposited in short-term interest-bearing accounts opened with licensed commercial banks and/or other authorized financial institutions[82](index=82&type=chunk) [Other Corporate Governance Matters](index=23&type=section&id=Other%20Corporate%20Governance%20Matters) The company has not adopted any share schemes, no material events occurred after the reporting period, and the Audit Committee has reviewed the interim results, with the interim report published on the Stock Exchange and the company's website - The company has not adopted any share schemes[83](index=83&type=chunk) - No material events affecting the Group have occurred from June 30, 2025, up to the latest practicable date[84](index=84&type=chunk) - The Audit Committee has reviewed the Group's unaudited condensed consolidated interim results and interim report for the six months ended June 30, 2025[85](index=85&type=chunk) Independent Auditor's Report This section presents the independent auditor's review report on the company's interim financial information [Introduction](index=25&type=section&id=Introduction) KPMG has reviewed Xiaocaiyuan International Holdings Limited's interim financial report for the six months ended June 30, 2025, prepared in accordance with the Hong Kong Stock Exchange Listing Rules and IAS 34, with the Board responsible for its preparation and the auditor's responsibility to conclude based on the review - KPMG has reviewed the company's interim financial report for the six months ended June 30, 2025[88](index=88&type=chunk) - The interim financial report was prepared in accordance with the Hong Kong Stock Exchange Listing Rules and IAS 34, with directors responsible for its preparation and presentation[88](index=88&type=chunk) [Scope of Review and Conclusion](index=25&type=section&id=Scope%20of%20Review%20and%20Conclusion) The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410, which is less in scope than an audit, thus no audit opinion is expressed, and based on the review, the auditor found no matters indicating that the interim financial report was not prepared in accordance with IAS 34 - The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410 issued by the HKICPA, which is less in scope than an audit, and therefore no audit opinion is expressed[89](index=89&type=chunk) - Based on the review, the auditor did not note any matters that caused them to believe the interim financial report was not prepared in all material respects in accordance with IAS 34[90](index=90&type=chunk) Consolidated Financial Statements This section presents the company's consolidated financial statements, including the statements of profit or loss, comprehensive income, financial position, changes in equity, and cash flows [Consolidated Statement of Profit or Loss](index=27&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss) For the six months ended June 30, 2025, the company reported revenue of **RMB 2.714 billion**, profit for the period of **RMB 382 million**, and basic and diluted earnings per share of **RMB 0.33** Summary of Consolidated Statement of Profit or Loss | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Revenue | 2,713,666 | 2,547,463 | | Profit before tax | 542,313 | 380,860 | | Profit for the period | 382,397 | 281,879 | | Basic EPS (RMB) | 0.33 | 0.27 | | Diluted EPS (RMB) | 0.33 | 0.27 | [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=28&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended June 30, 2025, the company's profit for the period was **RMB 382 million**, with other comprehensive income of **RMB (258) thousand**, resulting in a total comprehensive income for the period of **RMB 382 million** Summary of Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Profit for the period | 382,397 | 281,879 | | Other comprehensive income for the period | (258) | 584 | | Total comprehensive income for the period | 382,139 | 282,463 | [Consolidated Statement of Financial Position](index=29&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of June 30, 2025, the company's total assets were **RMB 3.695 billion**, with current assets at **RMB 2.213 billion**, total liabilities at **RMB 1.323 billion**, current liabilities at **RMB 737 million**, and net assets at **RMB 2.373 billion** Summary of Consolidated Statement of Financial Position | Indicator | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Non-current assets | 1,481,987 | 1,548,174 | | Current assets | 2,213,462 | 2,039,726 | | Current liabilities | 736,939 | 606,688 | | Non-current liabilities | 585,956 | 615,797 | | Net assets | 2,372,554 | 2,365,415 | | Total equity | 2,372,554 | 2,365,415 | [Consolidated Statement of Changes in Equity](index=31&type=section&id=Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended June 30, 2025, the company's total equity increased from **RMB 2.365 billion** at the beginning of the year to **RMB 2.373 billion**, primarily influenced by a profit for the period of **RMB 382 million** and a dividend payment of **RMB 375 million** Summary of Consolidated Statement of Changes in Equity | Indicator | Balance as of Jan 1, 2025 (RMB thousand) | Profit for the period (RMB thousand) | Dividends declared (RMB thousand) | Balance as of Jun 30, 2025 (RMB thousand) | | :--- | :--- | :--- | :--- | :--- | | Total | 2,365,415 | 382,397 | (375,000) | 2,372,554 | [Condensed Consolidated Statement of Cash Flows](index=33&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended June 30, 2025, net cash generated from operating activities was **RMB 765 million**, net cash used in investing activities was **RMB 327 million**, and net cash used in financing activities was **RMB 415 million**, resulting in a net increase in cash and cash equivalents of **RMB 22.3 million** Summary of Condensed Consolidated Statement of Cash Flows | Activity | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Net cash generated from operating activities | 764,750 | 454,967 | | Net cash used in investing activities | (326,953) | (410,382) | | Net cash used in financing activities | (415,468) | (229,293) | | Net increase/(decrease) in cash and cash equivalents | 22,329 | (184,708) | | Cash and cash equivalents at June 30 | 638,829 | 436,033 | Notes to the Unaudited Interim Financial Report This section provides detailed notes to the unaudited interim financial report, covering accounting policies, revenue breakdown, expense analysis, and other financial disclosures [Basis of Preparation and Changes in Accounting Policies](index=35&type=section&id=Basis%20of%20Preparation%20and%20Changes%20in%20Accounting%20Policies) This interim financial report is prepared in accordance with IAS 34 and has been reviewed by KPMG, with the IAS 21 amendment applied during this period having no material impact on the Group - This interim financial report is prepared in accordance with the Hong Kong Stock Exchange Listing Rules and IAS 34, and has been reviewed by KPMG[107](index=107&type=chunk)[108](index=108&type=chunk) - The Group has applied the IAS 21 amendment "The Effects of Changes in Foreign Exchange Rates – Lack of Exchangeability" for this accounting period, with no material impact[109](index=109&type=chunk) [Revenue and Other Income](index=36&type=section&id=Revenue%20and%20Other%20Income) The company's revenue primarily derives from dine-in and takeaway businesses, both recognized at a point in time, while other income, mainly comprising bank deposit interest, wealth management product investment gains, and government grants, decreased in total this period Disaggregation of Revenue from Contracts with Customers by Major Product or Service Line | Business Line | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Dine-in business | 1,647,139 | 1,611,603 | | Takeaway business | 1,057,411 | 929,709 | | Others | 9,116 | 6,151 | | Total | 2,713,666 | 2,547,463 | Details of Other Income | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Bank deposit interest income | 4,313 | 10,860 | | Investment income from wealth management products | 3,282 | 1,290 | | Government grants | 6,542 | 9,596 | | Total | 15,156 | 22,784 | [Components of Profit Before Tax](index=38&type=section&id=Components%20of%20Profit%20Before%20Tax) Profit before tax is influenced by finance costs, staff costs, other expenses, and other net income, with staff costs and some other expenses decreasing, finance costs remaining stable, and other net income significantly declining due to reduced fair value gains Details of Finance Costs | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Interest on bank loans | 615 | 354 | | Interest on lease liabilities | 18,832 | 18,970 | | Interest on provisions | 708 | 675 | | Total | 20,155 | 19,999 | Details of Staff Costs | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Salaries, wages and other benefits | 650,792 | 709,753 | | Contributions to defined contribution retirement plans | 15,604 | 16,520 | | Total | 666,396 | 726,273 | Details of Other Expenses | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Property management expenses | 68,631 | 65,089 | | Transportation and related expenses | 15,469 | 14,476 | | Administrative expenses | 2,090 | 6,094 | | Professional service expenses | 2,904 | 3,937 | | Listing expenses | – | 9,419 | | Cleaning fees | 6,930 | 7,024 | | Taxes and surcharges | 8,283 | 6,061 | | Business development expenses | 3,442 | 3,179 | | Impairment loss on property, plant and equipment and right-of-use assets | – | 471 | | Others | 8,030 | 5,747 | | Total | 115,779 | 121,497 | Details of Other Net Income | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Net loss on disposal of property, plant and equipment and right-of-use assets | 8,358 | 6,144 | | Change in carrying amount of redemption liabilities | – | 19,504 | | Fair value change of convertible bonds and derivative financial instruments | – | (46,437) | | Fair value change of financial assets at fair value through profit or loss | (15,659) | – | | Exchange loss/(gain) | 1,910 | (430) | | Other losses/(income) | 2,611 | (6,194) | | Total | (2,780) | (27,413) | [Income Tax and Earnings Per Share](index=40&type=section&id=Income%20Tax%20and%20Earnings%20Per%20Share) Income tax expense significantly increased due to higher PRC dividend withholding tax, with both basic and diluted earnings per share at **RMB 0.33**, showing growth compared to the prior period Details of Income Tax | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Current tax | 133,270 | 93,912 | | Deferred tax | 26,646 | 5,069 | | Total | 159,916 | 98,981 | - Certain subsidiaries qualify for preferential income tax rates for small and micro enterprises in China, with taxable income up to **RMB 3 million** taxed at a **5%** rate[118](index=118&type=chunk) - Basic earnings per share are calculated based on profit attributable to ordinary equity shareholders of **RMB 382,397,000** and a weighted average of **1,176,519,000** ordinary shares outstanding[121](index=121&type=chunk) - For the six months ended June 30, 2025, diluted earnings per share were the same as basic earnings per share, as there were no potentially dilutive ordinary shares[122](index=122&type=chunk) [Property, Plant and Equipment and Right-of-Use Assets](index=42&type=section&id=Property,%20Plant%20and%20Equipment%20and%20Right-of-Use%20Assets) The cost of property, plant and equipment acquired this period was **RMB 96.5 million**, while right-of-use assets increased by **RMB 60.2 million** due to multiple lease agreements, and no impairment loss was recognized this period, compared to **RMB 471 thousand** in the prior period - For the six months ended June 30, 2025, the Group's cost of acquiring property, plant and equipment items was **RMB 96,514,000**[123](index=123&type=chunk) - Right-of-use assets increased by **RMB 60,233,000**, primarily due to the signing of multiple restaurant and warehouse lease agreements[124](index=124&type=chunk) - For the six months ended June 30, 2025, no impairment loss was recognized (prior period: **RMB 471,000**)[125](index=125&type=chunk) [Details of Current Assets and Liabilities](index=43&type=section&id=Details%20of%20Current%20Assets%20and%20Liabilities) Inventories and trade and other receivables both decreased, reflecting improved supply chain management efficiency, while financial assets at fair value through profit or loss significantly increased, primarily due to wealth management product investments, and trade and other payables and contract liabilities also changed Inventory Composition | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Food ingredients | 52,453 | 82,738 | | Seasonings | 9,947 | 13,375 | | Beverages | 3,990 | 3,507 | | Others | 7,724 | 9,946 | | Total | 74,114 | 109,566 | Ageing Analysis of Trade and Other Receivables | Ageing | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Within 1 month | 27,827 | 28,116 | | 1 to 3 months | 1,993 | 1,832 | | 3 to 6 months | 998 | 367 | | Over 6 months but within 1 year | 532 | 415 | | Trade receivables | 31,350 | 30,730 | | Other receivables and deposits | 69,089 | 84,678 | | Prepayments | 118,096 | 173,715 | | Deductible VAT | 15,341 | 12,740 | | Total | 233,876 | 301,863 | - Financial assets at fair value through profit or loss increased to **RMB 1.191 billion**, primarily investments in funds and bank wealth management products, including net unrealized gains of **RMB 15,659,000**[129](index=129&type=chunk) Cash and Cash Equivalents | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Cash on hand | 4 | 10 | | Cash at bank | 714,825 | 840,007 | | Less: Time deposits | (76,000) | (223,356) | | Total | 638,829 | 616,661 | Bank Loans and Other Borrowings | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Within one year or on demand | 100,000 | – | Ageing Analysis of Trade and Other Payables | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Trade payables (within one year) | 86,463 | 56,932 | | Accrued staff costs | 108,411 | 96,992 | | Other taxes payable | 10,886 | 11,142 | | Other payables and accrued expenses | 65,088 | 63,434 | | Total | 270,848 | 228,500 | Contract Liabilities | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Contract liabilities related to prepaid cards | 70,797 | 74,122 | | Contract liabilities related to customer loyalty programs | 1,599 | 3,212 | | Total | 72,396 | 77,334 | [Capital, Reserves and Dividends](index=47&type=section&id=Capital,%20Reserves%20and%20Dividends) The Board has approved an interim dividend of **RMB 0.2119** per share, and the company's share capital structure underwent changes in 2024, including a share split, initial public offering, and conversion of convertible preference shares into ordinary shares - The Board has approved an interim dividend of **RMB 0.2119** per ordinary share, totaling **RMB 250,000 thousand**, to be paid after the interim period[135](index=135&type=chunk) - On December 2, 2024, the company's shares with a par value of **USD 1** per share were subdivided into **100,000** shares with a par value of **USD 0.00001** per share[137](index=137&type=chunk) - On December 20, 2024, the company issued **101,181,000** ordinary shares through its listing, with net proceeds of approximately **RMB 776,579,000**[137](index=137&type=chunk) - Upon completion of the listing, **753.38** preference shares were converted into **75,338,000** ordinary shares[137](index=137&type=chunk) [Fair Value Measurement of Financial Instruments](index=49&type=section&id=Fair%20Value%20Measurement%20of%20Financial%20Instruments) The Group's financial instruments are measured at fair value, primarily financial assets at fair value through profit or loss, classified as Level 2 valuations, with their fair values determined by recent comparable market transaction prices - The Group's financial instruments' fair value measurements are categorized into three levels: Level 1 (quoted prices in active markets), Level 2 (observable inputs other than quoted prices in active markets), and Level 3 (significant unobservable inputs)[139](index=139&type=chunk) Fair Value Measurement of Financial Assets at Fair Value Through Profit or Loss | Item | Fair Value as of Jun 30, 2025 (RMB thousand) | Level 1 (RMB thousand) | Level 2 (RMB thousand) | Level 3 (RMB thousand) | | :--- | :--- | :--- | :--- | :--- | | Financial assets at fair value through profit or loss | 1,190,643 | – | 1,190,643 | – | - The fair value of Level 2 wealth management products is determined by recent comparable market transaction prices[142](index=142&type=chunk) [Commitments and Related Party Transactions](index=51&type=section&id=Commitments%20and%20Related%20Party%20Transactions) As of June 30, 2025, the company's contracted commitments for property, plant and equipment acquisitions amounted to **RMB 190 million**, and total key management personnel compensation was **RMB 4.318 million** Unfulfilled Commitments | Item | June 30, 2025 (RMB thousand) | December 31, 2024 (RMB thousand) | | :--- | :--- | :--- | | Contracted for acquisition of property, plant and equipment | 189,967 | 128,424 | Key Management Personnel Compensation | Item | 2025 (RMB thousand) | 2024 (RMB thousand) | | :--- | :--- | :--- | | Short-term employee benefits | 4,133 | 2,015 | | Contributions to defined contribution retirement plans | 185 | 80 | | Total | 4,318 | 2,095 | [Non-Adjusting Events After the Reporting Period](index=51&type=section&id=Non-Adjusting%20Events%20After%20the%20Reporting%20Period) Subsequent to the reporting period, the directors resolved to declare an interim dividend, with details disclosed in Note 16(a) - Subsequent to the end of the reporting period, the directors resolved to declare an interim dividend[145](index=145&type=chunk) Definitions This section provides definitions for key terms and abbreviations used throughout the report to ensure consistent understanding [Definition of Terms](index=51&type=section&id=Definition%20of%20Terms) This section provides definitions for key terms and abbreviations used in the report, including company names, geographical areas, legal entities, financial reporting standards, and regulatory bodies, to ensure consistent understanding of the report's content - This section defines key terms used in the report, such as "the Company" (Xiaocaiyuan International Holdings Limited), "the Group" (the Company and its subsidiaries), and "PRC" (the People's Republic of China)[146](index=146&type=chunk)[148](index=148&type=chunk)[149](index=149&type=chunk)[151](index=151&type=chunk) - It covers definitions related to corporate governance, securities transactions, financial reporting standards (such as IFRS), and major shareholders[146](index=146&type=chunk)[148](index=148&type=chunk)[149](index=149&type=chunk)[151](index=151&type=chunk)

[CORPORATE INFORMATION](index=2&type=section&id=CORPORATE%20INFORMATION) [Board of Directors and Committees Composition](index=3&type=section&id=Board%20of%20Directors%20and%20Committees) This section details the company's board members, their committee roles, and essential corporate information - The Board of Directors includes Chairman Dong Xiaojie, Executive Directors Liu Xihe and Xi Jianpeng, and three Independent Non-executive Directors Huang Kejie, Lu Jiaming, and Peng Fan[5](index=5&type=chunk)[6](index=6&type=chunk) - The Audit Committee is chaired by Lu Jiaming, the Remuneration Committee by Huang Kejie, and the Nomination Committee by Dong Xiaojie[5](index=5&type=chunk)[6](index=6&type=chunk)[7](index=7&type=chunk)[8](index=8&type=chunk) - The company's stock code is **2339**, and its official website is www.bwi-intl.com.hk[8](index=8&type=chunk) [REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION](index=4&type=section&id=REPORT%20ON%20REVIEW%20OF%20INTERIM%20FINANCIAL%20INFORMATION) [Introduction and Scope of Review](index=5&type=section&id=Introduction%20and%20Scope%20of%20Review) PricewaterhouseCoopers reviewed the interim financial information for the six months ended June 30, 2025, noting the scope is less than an audit, thus no audit opinion is expressed - The auditor reviewed the interim financial information for the six months ended June 30, 2025, covering the consolidated statement of profit or loss, comprehensive income, financial position, changes in equity, and cash flows[9](index=9&type=chunk)[10](index=10&type=chunk) - The review was conducted in accordance with Hong Kong Standard on Review Engagements 2410, with a scope less than an audit, thus no audit opinion is expressed[12](index=12&type=chunk)[14](index=14&type=chunk) [Conclusion of Review](index=6&type=section&id=Conclusion%20of%20Review) The auditor found no matters indicating the Group's interim financial information is not prepared in all material respects under HKAS 34 - The auditor believes the Group's interim financial information is prepared in all material respects in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting'[13](index=13&type=chunk)[15](index=15&type=chunk) [INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS](index=7&type=section&id=INTERIM%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) [Interim Condensed Consolidated Statement of Profit or Loss](index=7&type=section&id=INTERIM%20CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20PROFIT%20OR%20LOSS) For the six months ended June 30, 2025, revenue grew, but gross profit and margin declined, leading to a narrowed loss of **3.45 HK cents** per share Key Financial Data from Statement of Profit or Loss (For the six months ended June 30) | Metric | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | Notes | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 1,627,054 | 1,447,238 | 179,816 | 12.42% | Increase | | Cost of sales | (1,478,401) | (1,225,498) | (252,903) | 20.64% | Increase | | Gross profit | 148,653 | 221,740 | (73,087) | -32.96% | Decrease | | Selling and distribution expenses | (11,515) | (11,517) | 2 | -0.02% | Largely stable | | Administrative expenses | (86,533) | (83,647) | (2,886) | 3.45% | Increase | | Research and development expenses | (90,828) | (177,369) | 86,541 | -48.79% | Significant decrease | | Operating loss | (13,646) | (35,937) | 22,291 | -62.03% | Loss narrowed | | Loss before tax | (20,331) | (42,431) | 22,100 | -52.08% | Loss narrowed | | Loss for the period | (29,709) | (51,594) | 21,885 | -42.42% | Loss narrowed | | Basic and diluted loss per share (HK cents) | (3.45) | (8.98) | 5.53 | -61.58% | Loss narrowed | [Interim Condensed Consolidated Statement of Comprehensive Income](index=8&type=section&id=INTERIM%20CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20COMPREHENSIVE%20INCOME) For the six months ended June 30, 2025, a HK$29.7 million loss was offset by **HK$69.0 million** in foreign exchange differences, yielding **HK$35.8 million** in total comprehensive income Key Data from Statement of Comprehensive Income (For the six months ended June 30) | Metric | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Loss for the period | (29,709) | (51,594) | 21,885 | -42.42% | | Exchange differences on translation of overseas operations | 69,013 | (21,158) | 90,171 | -426.18% | | Remeasurement loss on defined benefit plans (net of income tax) | (3,491) | (1,408) | (2,083) | 147.94% | | Other comprehensive income/(loss) for the period, net of income tax | 65,522 | (22,566) | 88,088 | -390.36% | | Total comprehensive income/(loss) for the period | 35,813 | (74,160) | 109,973 | -148.29% | - In the first half of 2025, exchange differences on translation of overseas operations shifted from a **HK$21.2 million** loss in the prior year to a **HK$69.0 million** gain, primarily driving the positive total comprehensive income[21](index=21&type=chunk) [Interim Condensed Consolidated Statement of Financial Position](index=9&type=section&id=INTERIM%20CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20FINANCIAL%20POSITION) As of June 30, 2025, total assets and net assets increased, with non-current assets slightly down, while current assets and liabilities rose, and total liabilities increased marginally Key Data from Statement of Financial Position (As of June 30) | Metric | June 30, 2025 (HK$ '000) | December 31, 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Total non-current assets | 946,946 | 976,782 | (29,836) | -3.05% | | Total current assets | 1,149,920 | 1,055,853 | 94,067 | 8.91% | | Total assets | 2,096,866 | 2,032,635 | 64,231 | 3.16% | | Total current liabilities | 923,061 | 903,687 | 19,374 | 2.14% | | Total non-current liabilities | 388,170 | 379,126 | 9,044 | 2.38% | | Total liabilities | 1,311,231 | 1,282,813 | 28,418 | 2.21% | | Net assets | 785,635 | 749,822 | 35,813 | 4.78% | | Total equity | 785,635 | 749,822 | 35,813 | 4.78% | - Property, plant and equipment increased from **HK$434.9 million** to **HK$498.8 million**, and trade receivables (third parties) increased from **HK$286.7 million** to **HK$475.8 million**[24](index=24&type=chunk) - Trade payables (third parties) increased from **HK$389.3 million** to **HK$498.1 million**, while trade payables (related parties) decreased from **HK$294.9 million** to **HK$155.8 million**[24](index=24&type=chunk) [Interim Condensed Consolidated Statement of Changes in Equity](index=11&type=section&id=INTERIM%20CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20CHANGES%20IN%20EQUITY) For the six months ended June 30, 2025, total equity grew from **HK$749.8 million** to **HK$785.6 million**, mainly driven by increased exchange reserves despite a period loss Key Data from Statement of Changes in Equity (For the six months ended June 30) | Equity Item | December 31, 2024 (HK$ '000) | Loss for the period (HK$ '000) | Other comprehensive income/(loss) (HK$ '000) | June 30, 2025 (HK$ '000) | | :--- | :--- | :--- | :--- | :--- | | Issued capital | 86,151 | – | – | 86,151 | | Share premium account | 1,055,448 | – | – | 1,055,448 | | Merger reserve | (772,332) | – | – | (772,332) | | Defined benefit plan reserve | (28,666) | – | (3,491) | (32,157) | | Exchange reserve | (158,473) | – | 69,013 | (89,460) | | Capital reserve | 44,132 | – | – | 44,132 | | Retained profits | 523,562 | (29,709) | – | 493,853 | | **Total equity** | **749,822** | **(29,709)** | **65,522** | **785,635** | - Exchange reserve improved from a negative **HK$158.5 million** at the beginning of the period to a negative **HK$89.5 million**, primarily due to a **HK$69.0 million** gain from exchange differences on translation of overseas operations[29](index=29&type=chunk) - Retained profits decreased due to a **HK$29.7 million** loss for the period[29](index=29&type=chunk) [Interim Condensed Consolidated Statement of Cash Flows](index=13&type=section&id=INTERIM%20CONDENSED%20CONSOLIDATED%20STATEMENT%20OF%20CASH%20FLOWS) For the six months ended June 30, 2025, operating cash flow shifted to net outflow, investment outflow decreased, and financing outflow slightly increased, resulting in a net decrease in cash and cash equivalents Key Data from Statement of Cash Flows (For the six months ended June 30) | Cash Flow Type | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Net cash (used in)/generated from operating activities | (2,883) | 77,133 | (80,016) | -103.74% | | Net cash used in investing activities | (24,401) | (89,955) | 65,554 | -72.87% | | Net cash used in financing activities | (15,163) | (10,778) | (4,385) | 40.68% | | Net decrease in cash and cash equivalents | (42,447) | (23,600) | (18,847) | 79.86% | | Cash and cash equivalents at end of period | 96,302 | 109,478 | (13,176) | -12.03% | - Net cash flow from operating activities shifted from a **HK$77.1 million** inflow in the prior year to a **HK$2.9 million** outflow in 2025, primarily due to provisions and losses related to the Czech plant closure[34](index=34&type=chunk)[237](index=237&type=chunk) - Net cash outflow from investing activities decreased, mainly as expenditures for property, plant and equipment purchases fell from **HK$93.1 million** to **HK$37.7 million**[36](index=36&type=chunk) [NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL INFORMATION](index=14&type=section&id=NOTES%20TO%20THE%20INTERIM%20CONDENSED%20CONSOLIDATED%20FINANCIAL%20INFORMATION) [1. General Information](index=15&type=section&id=1.%20GENERAL%20INFORMATION) This section covers the company's registration, core business, and key events, notably the Czech plant closure and its anticipated one-off costs and impairment losses - The company primarily engages in the manufacturing, sales, and trading of automotive parts and components, and provides technical services[39](index=39&type=chunk)[41](index=41&type=chunk) - The Board approved a phased closure plan for the Cheb plant in the Czech Republic on **June 20, 2025**, to enhance future overall operational efficiency[42](index=42&type=chunk)[45](index=45&type=chunk) - The Czech plant closure is expected to incur approximately **HK$80.4 million** in one-off costs and impairment losses, including lease termination fees, employee severance, property, plant and equipment impairment, and income tax incentive clawbacks[43](index=43&type=chunk)[45](index=45&type=chunk)[46](index=46&type=chunk)[48](index=48&type=chunk) [2. Basis of Preparation and Summary of Accounting Policies](index=18&type=section&id=2.%20BASIS%20OF%20PREPARATION%20AND%20SUMMARY%20OF%20ACCOUNTING%20POLICIES) This section outlines the interim financial information's preparation under HKAS 34, confirms consistent accounting policies, and lists new and revised standards adopted or pending adoption - The interim financial information is prepared in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting' and should be read in conjunction with the company's consolidated financial statements for the year ended December 31, 2024[50](index=50&type=chunk)[51](index=51&type=chunk)[53](index=53&type=chunk) - The Group first applied HKAS 21 (Amendment) 'Lack of Exchangeability' from **January 1, 2025**, with no significant impact expected[55](index=55&type=chunk)[57](index=57&type=chunk) - Hong Kong Financial Reporting Standard 18 'Presentation and Disclosure in Financial Statements' is expected to have a pervasive impact on the Group's consolidated financial statements presentation and disclosure but has not yet been adopted[59](index=59&type=chunk)[62](index=62&type=chunk)[64](index=64&type=chunk) [3. Revenue and Segment Information](index=21&type=section&id=3.%20REVENUE%20AND%20SEGMENT%20INFORMATION) The Group, a single segment, generated **HK$1,627.1 million** revenue from industrial product sales and technical services, with Germany, UK, and US as key revenue sources, and Poland and Czech Republic as main non-current asset locations - The Group is identified as having a single reportable segment, primarily engaged in the manufacturing, sales, and trading of automotive parts and components, and providing technical services[67](index=67&type=chunk)[70](index=70&type=chunk) Revenue by Product and Service (For the six months ended June 30) | Product and Service | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Sales of industrial products and others | 1,527,434 | 1,336,116 | 191,318 | 14.32% | | Technical service income | 99,620 | 111,122 | (11,502) | -10.35% | | **Total revenue** | **1,627,054** | **1,447,238** | **179,816** | **12.42%** | Revenue by Customer Location (For the six months ended June 30) | Region | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Germany | 455,294 | 472,751 | (17,457) | -3.69% | | United Kingdom | 366,093 | 239,277 | 126,816 | 53.00% | | United States | 327,707 | 338,790 | (11,083) | -3.27% | | Mainland China | 114,960 | 77,813 | 37,147 | 47.74% | | Other countries | 363,000 | 318,607 | 44,400 | 13.94% | | **Total** | **1,627,054** | **1,447,238** | **179,816** | **12.42%** | Non-current Assets by Asset Location (As of June 30) | Region | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Poland | 789,554 | 671,121 | 118,433 | 17.65% | | Czech Republic | 101,849 | 222,768 | (120,919) | -54.28% | | Other countries | 47,658 | 78,205 | (30,547) | -39.06% | | **Total** | **939,061** | **972,094** | **(33,033)** | **-3.40%** | Major Customer Revenue Contribution (For the six months ended June 30) | Customer | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Customer A | 284,160 | 231,058 | | Customer B | 238,350 | 142,814* | | **Total** | **522,510** | **373,872** | [4. Expenses by Nature](index=27&type=section&id=4.%20EXPENSES%20BY%20NATURE) For the six months ended June 30, 2025, total expenses were **HK$1,667.3 million**, dominated by raw materials and employee benefits, including **HK$73.6 million** in provisions for the Czech plant closure Expenses by Nature (For the six months ended June 30) | Expense Category | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Cost of raw materials sold and consumed | 950,732 | 893,963 | 56,769 | 6.35% | | Employee benefit expenses | 392,276 | 289,307 | 102,969 | 35.60% | | Provisions and losses arising from planned closure of Czech plant | 73,636 | – | 73,636 | N/A | | Utility expenses | 56,909 | 68,039 | (11,130) | -16.36% | | Depreciation and amortisation expenses | 54,502 | 46,089 | 8,413 | 18.25% | | Freight charges | 30,574 | 33,383 | (2,809) | -8.41% | | Research and development costs | 30,168 | 49,972 | (19,804) | -39.63% | | Research and development and testing expenses | 22,852 | 41,214 | (18,362) | -44.55% | | Taxes and surcharges | 8,284 | 6,188 | 2,096 | 33.87% | | Travel and business entertainment expenses | 8,106 | 7,015 | 1,091 | 15.55% | | Warranty expenses | 5,025 | 2,026 | 2,999 | 148.02% | | Others | 34,213 | 60,835 | (26,622) | -43.76% | | **Total** | **1,667,277** | **1,498,031** | **169,277** | **11.30%** | - Employee benefit expenses significantly increased by **35.60%** to **HK$392.3 million**[91](index=91&type=chunk) - Research and development costs and research and development and testing expenses both significantly decreased by **39.63%** and **44.55%**, respectively[91](index=91&type=chunk) [5. Other Income and Other Gains – Net](index=28&type=section&id=5.%20OTHER%20INCOME%20AND%20OTHER%20GAINS%20%E2%80%93%20NET) For the six months ended June 30, 2025, other income and net gains increased, mainly due to higher profits from scrap sales and net exchange gains Other Income (For the six months ended June 30) | Income Category | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Profit from sales of scrap, prototypes and samples | 15,696 | 12,298 | 3,398 | 27.63% | | Bank interest income | 172 | 283 | (111) | -39.22% | | Others | 5,741 | 3,725 | 2,016 | 54.12% | | **Total** | **21,609** | **16,306** | **5,303** | **32.52%** | Other Gains – Net (For the six months ended June 30) | Gain Category | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Net exchange differences | 12,254 | 2,409 | 9,845 | 408.67% | | Net (loss)/gain on disposal of property, plant and equipment | (848) | 1,086 | (1,934) | -178.08% | | **Total** | **11,406** | **3,495** | **7,911** | **226.35%** | [6. Finance Costs](index=29&type=section&id=6.%20FINANCE%20COSTS) For the six months ended June 30, 2025, finance costs slightly increased, mainly from interest on defined benefit plans and lease liabilities Finance Costs (For the six months ended June 30) | Cost Category | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Interest on defined benefit plans | 2,400 | 2,100 | 300 | 14.29% | | Interest on lease liabilities | 4,285 | 4,098 | 187 | 4.56% | | Others | – | 296 | (296) | -100.00% | | **Total** | **6,685** | **6,494** | **191** | **2.94%** | [7. Income Tax](index=30&type=section&id=7.%20INCOME%20TAX) For the six months ended June 30, 2025, total income tax expense was **HK$9.4 million**, including **HK$6.8 million** from Czech plant closure tax incentive clawback; no Pillar Two top-up tax is expected for FY2025 Income Tax Expense (For the six months ended June 30) | Tax Category | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Current income tax expense | 12,560 | 36,681 | (24,121) | -65.76% | | Deferred tax | (3,182) | (27,518) | 24,336 | -88.44% | | **Total tax expense for the period** | **9,378** | **9,163** | **215** | **2.35%** | - Current income tax expense for the first half of 2025 includes approximately **HK$6.8 million** in income tax incentives to be clawed back due to the closure of the Czech plant[107](index=107&type=chunk) - The Group has preliminarily assessed the potential risks of Pillar Two income tax and expects no top-up tax related to Pillar Two for the financial year ending **December 2025**[106](index=106&type=chunk) [8. Losses Per Share](index=32&type=section&id=8.%20LOSSES%20PER%20SHARE) For the six months ended June 30, 2025, basic and diluted loss per share was **3.45 HK cents**, narrower than **8.98 HK cents** last year, with both being identical due to no potential dilutive ordinary shares Losses Per Share (For the six months ended June 30) | Metric | 2025 (HK cents) | 2024 (HK cents) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Basic and diluted loss per share | (3.45) | (8.98) | 5.53 | -61.58% | - Basic loss per share is calculated based on a **HK$29.7 million** loss for the period and **861,508,602** weighted average ordinary shares[108](index=108&type=chunk) - Diluted loss per share is identical to basic loss per share as the Group had no potential dilutive ordinary shares during the reporting period[109](index=109&type=chunk)[110](index=110&type=chunk) [9. Property, Plant and Equipment](index=33&type=section&id=9.%20PROPERTY,%20PLANT%20AND%20EQUIPMENT) As of June 30, 2025, property, plant and equipment net book value rose to **HK$498.8 million**, with **HK$57.7 million** in additions and **HK$4.8 million** impairment loss from the Czech plant closure Changes in Net Book Value of Property, Plant and Equipment (For the six months ended June 30) | Item | December 31, 2024 (HK$ '000) | Additions (HK$ '000) | Depreciation provision (HK$ '000) | Disposals (HK$ '000) | Transfers (HK$ '000) | Impairment (HK$ '000) | Exchange adjustments (HK$ '000) | June 30, 2025 (HK$ '000) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Buildings | 48,610 | – | (1,407) | – | 2,452 | – | 6,202 | 55,857 | | Machinery and equipment | 294,417 | 682 | (22,079) | (4,403) | 58,018 | – | 40,083 | 366,718 | | Motor vehicles | 3,932 | 422 | (610) | (301) | – | – | 463 | 3,906 | | Special tools | 37,931 | 3,332 | (7,004) | – | 3,270 | – | 2,691 | 40,220 | | Computer equipment and others | 27,288 | 9,736 | (5,830) | (9,416) | 1,671 | (4,839) | 3,805 | 22,415 | | Construction in progress | 22,758 | 43,557 | – | – | (65,411) | – | 8,749 | 9,653 | | **Total** | **434,936** | **57,729** | **(36,930)** | **(14,120)** | **–** | **(4,839)** | **61,993** | **498,769** | - Due to the closure of the Czech plant, an impairment loss of **HK$4.8 million** was recognized for property, plant and equipment, and **HK$17.5 million** for right-of-use assets[114](index=114&type=chunk)[116](index=116&type=chunk) [10. Other Non-Current Assets](index=34&type=section&id=10.%20OTHER%20NON-CURRENT%20ASSETS) As of June 30, 2025, other non-current assets decreased to **HK$183.5 million** from **HK$293.0 million**, primarily due to a reduction in the non-current portion of contract fulfillment costs Other Non-Current Assets (As of June 30) | Asset Category | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Performance deposits paid to customers, non-refundable | 71,806 | 66,513 | 5,293 | 7.96% | | Contract fulfillment costs | 145,105 | 256,420 | (111,315) | -43.41% | | Less: Current portion of contract fulfillment costs | (33,416) | (29,968) | (3,448) | 11.50% | | **Total** | **183,495** | **292,965** | **(109,470)** | **-37.37%** | - Contract fulfillment costs refer to pre-production costs directly attributable to customer contracts or anticipated customer contracts, amortized on a systematic basis[119](index=119&type=chunk)[121](index=121&type=chunk) [11. Inventories](index=35&type=section&id=11.%20INVENTORIES) As of June 30, 2025, total inventories increased to **HK$207.1 million**, with growth in raw materials and finished goods, alongside an increase in impairment provisions Inventory Composition (As of June 30) | Inventory Category | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Raw materials | 148,346 | 137,908 | 10,438 | 7.57% | | Work in progress | 27,610 | 26,196 | 1,414 | 5.40% | | Finished goods | 55,856 | 47,237 | 8,619 | 18.25% | | Impairment provision | (24,755) | (20,707) | (4,048) | 19.55% | | **Total** | **207,057** | **190,634** | **16,423** | **8.61%** | - Inventory impairment provision is recognized for the amount by which the carrying amount of inventories exceeds their net realizable value, and is charged to 'Cost of sales' in the statement of profit or loss[124](index=124&type=chunk) [12. Trade Receivables](index=36&type=section&id=12.%20TRADE%20RECEIVABLES) As of June 30, 2025, third-party trade receivables significantly increased, while related-party trade receivables decreased; strict control is maintained over overdue balances Trade Receivables – Third Parties (As of June 30) | Item | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Trade receivables | 483,460 | 291,826 | 191,634 | 65.67% | | Less: Provision for impairment losses | (7,681) | (5,144) | (2,537) | 49.32% | | **Net** | **475,779** | **286,682** | **189,097** | **65.96%** | Trade Receivables – Related Parties (As of June 30) | Item | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Amounts due from fellow subsidiaries | 201,637 | 276,904 | (75,267) | -27.18% | | Amounts due from direct holding and intermediate holding companies | 24,909 | 56,877 | (31,968) | -56.20% | | Less: Provision for impairment losses | (1,047) | (1,661) | 614 | -36.97% | | **Net** | **225,499** | **332,120** | **(106,621)** | **-32.10%** | - The credit period for third-party trade receivables is generally one to three months, and the Group maintains strict control over outstanding receivables[127](index=127&type=chunk)[128](index=128&type=chunk) - The impairment provision for related-party trade receivables was reversed during the period, decreasing from **HK$1.7 million** at the beginning of the period to **HK$1.0 million** at the end of the period[140](index=140&type=chunk) [13. Prepayments, Other Receivables and Other Assets](index=41&type=section&id=13.%20PREPAYMENTS,%20OTHER%20RECEIVABLES%20AND%20OTHER%20ASSETS) As of June 30, 2025, prepayments, other receivables, and other assets increased to **HK$126.4 million**, mainly driven by growth in input VAT and prepayments Prepayments, Other Receivables and Other Assets (As of June 30) | Item | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Input VAT | 61,405 | 39,075 | 22,330 | 57.15% | | Prepayments | 19,027 | 12,755 | 6,272 | 49.17% | | Contract fulfillment costs – current | 33,416 | 29,968 | 3,448 | 11.50% | | Deposits, other receivables and others | 12,566 | 7,295 | 5,271 | 72.26% | | **Total** | **126,414** | **89,093** | **37,321** | **41.90%** | [14. Trade Payables](index=42&type=section&id=14.%20TRADE%20PAYABLES) As of June 30, 2025, third-party trade payables significantly increased, while related-party trade payables substantially decreased; they are typically interest-free and settled within 30-90 days Trade Payables – Third Parties (As of June 30) | Aging | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Within 3 months | 489,527 | 387,834 | 101,693 | 26.22% | | 3 months to 1 year | 8,160 | 1,233 | 6,927 | 561.80% | | Over 1 year | 399 | 238 | 161 | 67.65% | | **Total** | **498,086** | **389,305** | **108,781** | **27.94%** | Trade Payables – Related Parties (As of June 30) | Aging | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Within 1 year | 86,691 | 237,311 | (150,620) | -63.47% | | Over 1 year | 69,103 | 57,635 | 11,468 | 19.90% | | **Total** | **155,794** | **294,946** | **(139,462)** | **-47.28%** | [15. Contract Liabilities, Other Payables and Accruals](index=44&type=section&id=15.%20CONTRACT%20LIABILITIES,%20OTHER%20PAYABLES%20AND%20ACCRUALS) As of June 30, 2025, contract liabilities, other payables, and accruals increased to **HK$172.1 million**, mainly due to a significant rise in accrued salaries, wages, severance, and benefits Contract Liabilities, Other Payables and Accruals (As of June 30) | Item | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Contract liabilities | 24,456 | 58,913 | (34,457) | -58.49% | | Other payables and accruals | 59,752 | 60,314 | (562) | -0.93% | | Other taxes payable | 10,031 | 7,255 | 2,776 | 38.26% | | Accrued salaries, wages, severance and benefits | 79,313 | 49,687 | 29,626 | 59.63% | | Accrued price discounts | 19,455 | 13,261 | 6,194 | 46.71% | | **Total current portion** | **172,066** | **136,810** | **35,206** | **25.73%** | - Contract liabilities include short-term and long-term advances received before providing technical services[156](index=156&type=chunk)[159](index=159&type=chunk) - Of the contract liabilities balance at the beginning of the period, **HK$2.5 million** in revenue was recognized during the six months ended June 30, 2025[157](index=157&type=chunk) [16. Defined Benefit Obligations](index=46&type=section&id=16.%20DEFINED%20BENEFIT%20OBLIGATIONS) As of June 30, 2025, defined benefit obligations rose to **HK$124.1 million**, covering employees in Poland, France, and Germany; net benefit expense was **HK$4.5 million**, with remeasurement losses recognized Defined Benefit Obligations (As of June 30) | Item | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Present value of unfunded obligations | 124,114 | 104,398 | 19,716 | 18.89% | | Portion classified as current liabilities | (5,695) | (4,503) | (1,192) | 26.47% | | **Non-current portion** | **118,419** | **99,895** | **18,524** | **18.54%** | Changes in Defined Benefit Obligations (For the six months ended June 30) | Item | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Beginning of period | 104,398 | 103,384 | 1,014 | 0.98% | | Current service cost | 2,080 | 1,521 | 559 | 36.75% | | Interest cost on defined benefit obligations | 2,400 | 2,100 | 300 | 14.29% | | Benefits paid during the period | (2,266) | (2,608) | 342 | -13.11% | | Remeasurement loss recognized in other comprehensive income | 4,079 | 1,740 | 2,339 | 134.43% | | Exchange adjustments | 13,423 | (2,649) | 16,072 | -606.72% | | **End of period** | **124,114** | **103,488** | **20,626** | **19.93%** | Net Benefit Expense Recognized in Profit or Loss (For the six months ended June 30) | Item | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Current service cost | 2,080 | 1,521 | 559 | 36.75% | | Interest cost on defined benefit obligations | 2,400 | 2,100 | 300 | 14.29% | | **Net benefit expense** | **4,480** | **3,621** | **859** | **23.72%** | [17. Issued Capital](index=49&type=section&id=17.%20ISSUED%20CAPITAL) As of June 30, 2025, issued capital was **HK$86.2 million**, comprising **861,508,602** ordinary shares of **HK$0.10** each, unchanged from the prior year Issued Capital (As of June 30) | Item | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Authorised share capital (2,000,000,000 ordinary shares of HK$0.10 each) | 200,000 | 200,000 | | Issued and fully paid share capital (861,508,602 ordinary shares of HK$0.10 each) | 86,151 | 86,151 | - There were no changes in the company's issued capital for the six months ended **June 30, 2025**, and **2024**[176](index=176&type=chunk) [18. Contingent Liabilities](index=50&type=section&id=18.%20CONTINGENT%20LIABILITIES) As of June 30, 2025, and December 31, 2024, the Group had no significant contingent liabilities - The Group had no significant contingent liabilities as of **June 30, 2025**, and **December 31, 2024**[177](index=177&type=chunk)[178](index=178&type=chunk) [19. Commitments](index=50&type=section&id=19.%20COMMITMENTS) As of June 30, 2025, capital commitments for contracted but unprovided plant and machinery totaled **HK$106.8 million**, a decrease from December 31, 2024 Capital Commitments (As of June 30) | Item | 2025 (HK$ '000) | 2024 (HK$ '000) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Contracted but not provided for: Plant and machinery | 106,789 | 115,842 | (9,053) | -7.81% | [20. Related Party Disclosures](index=51&type=section&id=20.%20RELATED%20PARTY%20DISCLOSURES) This section discloses significant transactions and balances with related parties, including sales of goods, provision and purchase of technical services, and management services - The Group's related parties include BWI (Hong Kong), BWI (Beijing), BWI Group, and several fellow subsidiaries[181](index=181&type=chunk)[183](index=183&type=chunk) Sales of Goods to Related Parties (For the six months ended June 30) | Related Party | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | BWI North America Inc. | 34,583 | 17,554 | | BWI Indiana Inc. | 32,848 | 115,675 | | BWI (Beijing) | 1,075 | 7,403 | | **Total** | **69,296** | **140,632** | Provision of Technical Services to Related Parties (For the six months ended June 30) | Related Party | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | BWI (Shanghai) Co., Ltd. | 56,081 | 34,535 | | BWI (Beijing) | 11,486 | 13,458 | | BWI North America Inc. | 10,357 | 34,263 | | **Total** | **93,260** | **86,979** | Amounts Due from Related Parties (As of June 30) | Item | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Amounts due from fellow subsidiaries | 201,637 | 276,904 | | Amounts due from intermediate holding companies | 24,409 | 56,377 | | Amounts due from direct holding company | 500 | 500 | | **Total** | **226,546** | **333,781** | Amounts Due to Related Parties (As of June 30) | Item | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | Amounts due to fellow subsidiaries | 78,982 | 229,091 | | Amounts due to an intermediate holding company | 75,160 | 59,667 | | Amounts due to direct holding company | 1,652 | 6,188 | | **Total** | **155,794** | **294,946** | - Amounts due from and to related parties are unsecured, interest-free, and have no fixed repayment terms[199](index=199&type=chunk)[200](index=200&type=chunk) [21. Fair Value of Financial Instruments](index=57&type=section&id=21.%20FAIR%20VALUE%20OF%20FINANCIAL%20INSTRUMENTS) This section discloses financial asset and liability carrying amounts, noting short-term instruments' fair values approximate carrying amounts, while long-term instruments' fair values are discounted future cash flows Carrying Amounts of Financial Instruments (As of June 30) | Item | 2025 (HK$ '000) | 2024 (HK$ '000) | | :--- | :--- | :--- | | **Financial Assets** | | | | Trade receivables – Third parties | 475,779 | 286,682 | | Trade receivables – Related parties | 225,499 | 332,120 | | Financial assets included in prepayments, other receivables and other assets | 12,566 | 7,295 | | Cash and cash equivalents | 96,302 | 134,051 | | **Total financial assets** | **810,146** | **760,148** | | **Financial Liabilities** | | | | Lease liabilities | (289,748) | (259,733) | | Trade payables – Third parties | (498,086) | (389,305) | | Trade payables – Related parties | (155,794) | (294,946) | | Financial liabilities included in contract liabilities, other payables and accruals | (59,752) | (60,314) | | **Total financial liabilities** | **(1,003,380)** | **(1,004,298)** | - Management assesses that the fair values of short-term financial instruments approximate their carrying amounts, primarily due to their short-term maturity[204](index=204&type=chunk)[208](index=208&type=chunk) [22. Approval of the Interim Financial Information](index=58&type=section&id=22.%20APPROVAL%20OF%20THE%20INTERIM%20FINANCIAL%20INFORMATION) This interim financial information was approved and authorized for issue by the company's Board of Directors on **August 28, 2025** - The interim financial information was approved and authorized for issue by the company's Board of Directors on **August 28, 2025**[206](index=206&type=chunk)[209](index=209&type=chunk) [MANAGEMENT DISCUSSION AND ANALYSIS](index=58&type=section&id=MANAGEMENT%20DISCUSSION%20AND%20ANALYSIS) [Operational Review](index=59&type=section&id=OPERATIONAL%20REVIEW) The Group manufactures and services automotive suspension products in Europe, with plants in Poland and Czech Republic, maintaining strong ties with European automakers and sourcing from European suppliers - The Group's core products are suspension systems, primarily for high-end passenger vehicles, manufactured in European plants[210](index=210&type=chunk)[211](index=211&type=chunk)[214](index=214&type=chunk) - The Group operates two major plants in Poland and the Czech Republic, manufacturing and assembling suspension products for customers[211](index=211&type=chunk)[214](index=214&type=chunk) - The Group has established strong relationships with major European automotive manufacturers and primarily sources raw materials and components from European suppliers[212](index=212&type=chunk)[213](index=213&type=chunk)[214](index=214&type=chunk) [Financial Review](index=60&type=section&id=FINANCIAL%20REVIEW) For the six months ended June 30, 2025, revenue grew **12.4%** to **HK$1,627.1 million**, but gross profit and margin declined due to Czech plant issues; R&D expenses decreased, other income and gains increased, narrowing the loss to **HK$29.7 million** Key Financial Review Data (For the six months ended June 30) | Metric | 2025 (HK$ Million) | 2024 (HK$ Million) | Change | Change Rate | | :--- | :--- | :--- | :--- | :--- | | Revenue | 1,627.1 | 1,447.2 | 179.9 | 12.4% | | Gross profit | 148.7 | 221.7 | (73.0) | -32.9% | | Gross profit margin | 9.1% | 15.3% | -6.2% | -40.5% | | Selling and distribution expenses | 11.5 | 11.5 | 0.0 | 0.0% | | Administrative expenses | 86.5 | 83.6 | 2.9 | 3.5% | | Research and development expenses | 90.8 | 177.4 | (86.6) | -48.8% | | Other income | 21.6 | 16.3 | 5.3 | 32.5% | | Other gains – net | 11.4 | 3.5 | 7.9 | 225.7% | | Finance costs | 6.7 | 6.5 | 0.2 | 3.1% | | Loss for the period attributable to owners of the company | 29.7 | 51.6 | (21.9) | -42.4% | - Revenue increased primarily due to higher order volumes from the Polish plant, while the Czech plant's revenue decreased due to its planned closure[215](index=215&type=chunk)[218](index=218&type=chunk) - Gross profit and gross profit margin declined mainly due to lower-than-expected utilization of the Czech plant and provisions and losses related to its closure[217](index=217&type=chunk)[219](index=219&type=chunk) - Research and development expenses significantly decreased by **48.8%**, primarily due to enhanced cost control and reduced R&D expenditures on new projects[223](index=223&type=chunk)[227](index=227&type=chunk) [Liquidity and Financial Resources](index=63&type=section&id=LIQUIDITY%20AND%20FINANCIAL%20RESOURCES) For the six months ended June 30, 2025, operating activities resulted in a **HK$2.9 million** net cash outflow, with period-end cash and cash equivalents at **HK$96.3 million**, a decrease from the start of the period - The Group's operations require substantial working capital, primarily for raw material procurement, employee compensation, capital expenditures, and research and development[236](index=236&type=chunk) - For the period ended **June 30, 2025**, net cash outflow from operating activities was **HK$2.9 million**, compared to a net cash inflow of **HK$77.1 million** in the prior corresponding period[237](index=237&type=chunk)[239](index=239&type=chunk) - As of **June 30, 2025**, cash and cash equivalents totaled **HK$96.3 million**, a decrease from **HK$134.1 million** as of **December 31, 2024**[237](index=237&type=chunk)[239](index=239&type=chunk) [Indebtedness](index=63&type=section&id=INDEBTEDNESS) As of June 30, 2025, and December 31, 2024, the Group had no bank or other borrowings, resulting in a **0%** debt-to-equity ratio - The Group had no bank or other borrowing balances as of **June 30, 2025**, and **December 31, 2024**[238](index=238&type=chunk)[240](index=240&type=chunk) - As of **June 30, 2025**, the Group's debt-to-equity ratio was **0%**[238](index=238&type=chunk)[240](index=240&type=chunk) [Pledge of Assets](index=64&type=section&id=PLEDGE%20OF%20ASSETS) As of June 30, 2025, and December 31, 2024, the Group had not pledged any assets - The Group had not pledged any assets as of **June 30, 2025**, and **December 31, 2024**[241](index=241&type=chunk)[245](index=245&type=chunk) [Foreign Exchange Exposure](index=64&type=section&id=FOREIGN%20EXCHANGE%20EXPOSURE) The Group's transactions are mainly in EUR, USD, PLN, CZK, and GBP; it will monitor the FX market and implement measures to mitigate exchange rate risks - The Group's transactions are primarily denominated in Euros, US Dollars, Polish Zloty, Czech Koruna, and British Pounds, among other local currencies[242](index=242&type=chunk)[246](index=246&type=chunk) - The Group will closely monitor the foreign exchange market and implement reasonable and effective measures to eliminate the negative impact of exchange rate risks as much as possible[242](index=242&type=chunk)[246](index=246&type=chunk) [Capital and Other Commitments](index=64&type=section&id=CAPITAL%20AND%20OTHER%20COMMITMENTS) Except as disclosed in Note 19, the Group and company had no other commitments as of June 30, 2025, and December 31, 2024 - The Group and the company had no other commitments as of **June 30, 2025**, and **December 31, 2024**, with details provided in Note 19[243](index=243&type=chunk)[247](index=247&type=chunk) [Contingent Liabilities](index=64&type=section&id=CONTINGENT%20LIABILITIES_MDA) As of June 30, 2025, and December 31, 2024, the Group and the company had no significant contingent liabilities - The Group and the company had no significant contingent liabilities as of **June 30, 2025**, and **December 31, 2024**[244](index=244&type=chunk)[248](index=248&type=chunk) [Use of Proceeds from the Rights Issue](index=65&type=section&id=USE%20OF%20PROCEEDS%20FROM%20THE%20RIGHTS%20ISSUE) The company completed a rights issue in **October 2024**, raising **HK$46.4 million** net; by June 30, 2025, most funds were used for working capital in Polish and French technical centers, with some remaining for Hong Kong headquarters - The company completed a rights issue on **October 21, 2024**, raising net proceeds of approximately **HK$46.4 million**[249](index=249&type=chunk)[251](index=251&type=chunk) Use of Proceeds from Rights Issue (As of June 30) | Intended Use | Intended use of proceeds from rights issue (HK$ Million) | Actual use of net proceeds as of December 31, 2024 (HK$ Million) | Unutilized net proceeds as of December 31, 2024 (HK$ Million) | Actual use of net proceeds as of June 30, 2025 (HK$ Million) | Unutilized net proceeds as of June 30, 2025 (HK$ Million) | | :--- | :--- | :--- | :--- | :--- | :--- | | Working capital for production plants in Poland and Czech Republic | 25.5 | 25.3 | 0.2 | – | 0.2 | | Working capital for Hong Kong headquarters | 11.6 | – | 11.6 | 5.4 | 6.2 | | Working capital for technical centers in Poland and France | 9.3 | 9.3 | – | – | – | | **Total** | **46.4** | **34.6** | **11.8** | **5.4** | **6.4** | [Other Information](index=66&type=section&id=OTHER%20INFORMATION) The Group is committed to environmental, health, and safety, adhering to regulations, providing occupational training, and offering diverse employee development opportunities - The Group has adopted hazardous substance control plans and chemical substance assessment procedures, and obtained all necessary environmental permits[254](index=254&type=chunk)[255](index=255&type=chunk)[258](index=258&type=chunk) - The Group prioritizes employee health and safety, providing occupational health and safety training and implementing various measures to reduce accidents[256](index=256&type=chunk)[258](index=258&type=chunk) - The Group provides diverse training and development opportunities to all employees, helping them fully realize their potential[257](index=257&type=chunk)[259](index=259&type=chunk) [Prospects](index=67&type=section&id=PROSPECTS) The Group anticipates global uncertainties but expects stable business from European auto recovery. The Czech plant closure aims to enhance resource integration and capacity. Continuous R&D investment and automaker collaboration will maintain competitiveness and sustainable development - Geopolitical tensions and uncertainties in US interest rate policy will impact the future global political and economic landscape[261](index=261&type=chunk)[263](index=263&type=chunk) - European passenger car production in **2024** increased by **4.4%** compared to **2023**, but remains below pre-pandemic levels, indicating recovery potential; the IMF forecasts **1.5%** Eurozone GDP growth in **2025**, supporting business stability[262](index=262&type=chunk)[263](index=263&type=chunk) - The plan to close the Cheb plant in the Czech Republic is progressing smoothly, with most production lines expected to transfer to Krosno, Poland, by year-end, and the plant to be returned to the landlord by the end of the first quarter next year[265](index=265&type=chunk)[267](index=267&type=chunk) - Management believes the Czech plant closure will more effectively integrate resources, reduce manufacturing costs, and improve capacity utilization, benefiting future operations[265](index=265&type=chunk)[267](index=267&type=chunk) - The Group will continue to invest in R&D and engineering activities, collaborating closely with automotive manufacturers to develop innovative solutions, maintaining industry leadership and enhancing competitiveness[266](index=266&type=chunk)[267](index=267&type=chunk)[269](index=269&type=chunk)[271](index=271&type=chunk) [Employees and Remuneration Policy](index=70&type=section&id=EMPLOYEES%20AND%20REMUNERATION%20POLICY) As of June 30, 2025, the Group had **2,013** employees, with total costs of **HK$392.3 million**, offering competitive compensation, retirement plans, and benefits, including defined benefit pension plans and an MPF scheme - As of **June 30, 2025**, the Group had approximately **2,013** employees, a decrease from **2,360** as of **June 30, 2024**[273](index=273&type=chunk)[274](index=274&type=chunk) - For the period ended **June 30, 2025**, total employee costs were **HK$392.3 million**, an increase from **HK$289.3 million** in the prior corresponding period[273](index=273&type=chunk)[274](index=274&type=chunk) - Remuneration is determined based on employee qualifications, experience, market conditions, and individual performance, offering comprehensive and competitive compensation, retirement plans, and benefits[273](index=273&type=chunk)[274](index=274&type=chunk) - The Group operates defined benefit pension plans in Poland, France, and Germany, and has adopted a Mandatory Provident Fund scheme for its Hong Kong employees[273](index=273&type=chunk)[274](index=274&type=chunk) [CORPORATE GOVERNANCE AND OTHER INFORMATION](index=70&type=section&id=CORPORATE%20GOVERNANCE%20AND%20OTHER%20INFORMATION) [Compliance with Corporate Governance Code](index=71&type=section&id=COMPLIANCE%20WITH%20CORPORATE%20GOVERNANCE%20CODE) The company complied with the Corporate Governance Code's code provisions in Appendix C1 of the Listing Rules for the six months ended June 30, 2025 - The company has complied with the code provisions of the Corporate Governance Code as set out in Appendix C1 of the Listing Rules[275](index=275&type=chunk)[278](index=278&type=chunk) [Compliance with Model Code for Securities Transactions by Directors](index=71&type=section&id=COMPLIANCE%20WITH%20MODEL%20CODE%20FOR%20SECURITIES%20TRANSACTIONS%20BY%20DIRECTORS) The company adopted the Model Code for Securities Transactions by Directors as its code of conduct, and all directors complied with it for the six months ended June 30, 2025 - The company has adopted the Model Code as its code of conduct for directors' securities transactions[276](index=276&type=chunk)[279](index=279&type=chunk) - All directors complied with the standards set out in the Model Code and the company's code of conduct for the six months ended **June 30, 2025**[276](index=276&type=chunk)[279](index=279&type=chunk) [Audit Committee](index=71&type=section&id=AUDIT%20COMMITTEE) The Audit Committee met on **August 26, 2025**, with the auditor and management to review the Group's interim results for the six months ended June 30, 2025 - The Audit Committee met with the auditor and management on **August 26, 2025**, to review the Group's interim results for **2025**[277](index=277&type=chunk)[280](index=280&type=chunk) [Disclosure of Directors' Information Under Rule 13.51B(1) of the Listing Rules](index=72&type=section&id=DISCLOSURE%20OF%20DIRECTORS'%20INFORMATION%20UNDER%20RULE%2013.51B(1)%20OF%20THE%20LISTING%20RULES) This section discloses changes in Directors Mr. Dong Xiaojie and Mr. Liu Xihe's positions since the 2024 annual report, including new appointments and terminations - Mr. Dong Xiaojie was appointed as a director of a company controlled by the company's substantial shareholder and ceased to be the President of Zhangjiakou Industrial Investment Holding Group Co., Ltd[282](index=282&type=chunk)[283](index=283&type=chunk) - Mr. Liu Xihe was appointed as a director of BWI (Beijing) Automotive Electronics Technology Co., Ltd. and Zhangjiakou BWI Technology Group Co., Ltd., both substantial shareholders of the company[282](index=282&type=chunk)[283](index=283&type=chunk) [Interim Dividend](index=73&type=section&id=INTERIM%20DIVIDEND) The company's Board of Directors does not declare an interim dividend for the six months ended June 30, 2025 - The company's Board of Directors does not declare an interim dividend for the six months ended **June 30, 2025**[284](index=284&type=chunk)[286](index=286&type=chunk) [Directors' and Chief Executives' Interests and Short Positions in Shares, Underlying Shares and Debentures](index=73&type=section&id=DIRECTORS'%20AND%20CHIEF%20EXECUTIVES'%20INTERESTS%20AND%20SHORT%20POSITIONS%20IN%20SHARES,%20UNDERLYING%20SHARES%20AND%20DEBENTURES) As of June 30, 2025, Director Mr. Dong Xiaojie held **9,371,907** shares, representing **1.09%** of the company's issued share capital Directors' Interests in Shares (As of June 30) | Name of Director | Capacity in which interests are held | Number of Shares | Percentage of interest in the company's issued share capital | | :--- | :--- | :--- | :--- | | Dong Xiaojie | Beneficial owner | 9,371,907 | 1.09% | [Interests and Short Positions of Shareholders Discloseable Under the SFO](index=74&type=section&id=INTERESTS%20AND%20SHORT%20POSITIONS%20OF%20SHAREHOLDERS%20DISCLOSEABLE%20UNDER%20THE%20SFO) As of June 30, 2025, BWI (Hong Kong) Limited and its multi-layered holding companies held a **61.75%** long position in the company's shares Substantial Shareholders' Long Positions in Shares (As of June 30) | Name of Shareholder | Capacity in which interests are held | Number of Shares | Percentage of interest in the company's issued share capital | | :--- | :--- | :--- | :--- | | BWI (Hong Kong) Limited | Beneficial owner | 532,001,553 | 61.75% | | BWI (Beijing) Automotive Electronics Technology Co., Ltd. | Interest in controlled corporation | 532,001,553 | 61.75% | | Zhangjiakou BWI Technology Group Co., Ltd. | Interest in controlled corporation | 532,001,553 | 61.75% | | Zhangjiakou Industrial Investment Holding Group Co., Ltd. | Interest in controlled corporation | 532,001,553 | 61.75% | | Zhangjiakou State-owned Assets Management Group Co., Ltd. | Interest in controlled corporation | 532,001,553 | 61.75% | - BWI (Hong Kong) is a wholly-owned subsidiary of BWI (Beijing), BWI Group holds over one-third of BWI (Beijing)'s issued voting shares, Zhangjiakou Industrial Investment Holding Group Co., Ltd. holds over one-third of BWI Group's issued voting shares, and Zhangjiakou State-owned Assets Management Group Co., Ltd. holds over one-third of Zhangjiakou Industrial Investment Holding Group Co., Ltd.'s issued voting shares; thus, these companies are deemed to hold the same block of shares[295](index=295&type=chunk) [Share Options Scheme](index=76&type=section&id=SHARE%20OPTIONS%20SCHEME) The old share option scheme terminated in **May 2024**, and a new one adopted in **May 2024** became effective in **May 2025**; no outstanding share options existed under either scheme as of June 30, 2025 - The old share option scheme, adopted in **June 2014** with a ten-year validity, was terminated by shareholder resolution on **May 28, 2024**[296](index=296&type=chunk)[297](index=297&type=chunk)[300](index=300&type=chunk) - The new share option scheme was adopted on **May 28, 2024**, with a ten-year validity, and became effective on **May 30, 2025**[298](index=298&type=chunk)[300](index=300&type=chunk) - As of **June 30, 2025**, there were no outstanding share options under either the old or new schemes[297](index=297&type=chunk)[299](index=299&type=chunk)[301](index=301&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=77&type=section&id=PURCHASE,%20SALE%20OR%20REDEMPTION%20OF%20THE%20COMPANY'S%20LISTED%20SECURITIES) During the review period, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities - During the review period, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities[302](index=302&type=chunk)[304](index=304&type=chunk) [Appreciation](index=77&type=section&id=APPRECIATION) The Board Chairman extends sincere gratitude to clients, suppliers, shareholders, and all management and employees - Board Chairman Dong Xiaojie, on behalf of the Board, extends sincere gratitude to clients, suppliers, shareholders, and all management and employees[303](index=303&type=chunk)[305](index=305&type=chunk)[306](index=306&type=chunk)

於開曼群島註冊成立之有限公司 股份代號：65 中期報告 INTERIM REPORT 目錄 2 財務摘要 3 管理層討論及分析 12 簡明綜合損益表 13 簡明綜合其他全面收益表 14 簡明綜合財務狀況表 16 簡明綜合權益變動表 17 簡明綜合現金流量表 18 簡明綜合財務報表附註 29 其他資料 34 公司資料 35 釋義 財務摘要 | | 截至六月三十日止六個月 | | | | --- | --- | --- | --- | | | 二零二五年 | 二零二四年 | | | | 千港元 | 千港元 | 變動 | | | （未經審核） | （未經審核） | | | 經營業績 | | | | | 收入 | 61,635 | 88,602 | -30.4% | | 毛利 | 27,193 | 38,107 | -28.6% | | 本公司擁有人應佔期內虧損 | (9,703) | (9,273) | 4.6% | | | | （經重列） | | | 每股虧損 | | | | | －基本及攤薄 | (4.74)港仙 | (4.79)港仙 | -1.0% | | | 於二零二五年 | 於二零二四年 | | | | ...

Financial Performance - Revenue increased by approximately 0.5% to about HKD 157,939,000 compared to HKD 157,177,000 in the previous period[13] - Gross profit rose by approximately 2.6% to about HKD 38,406,000, with a gross margin improvement to 24.3% from 23.8%[13] - Profit for the period increased by approximately 3.6% to about HKD 3,514,000, while profit attributable to owners decreased by approximately 28.7% to about HKD 2,473,000[13] - The company did not recommend the payment of an interim dividend for the period, compared to zero in the previous period[13] - The company's revenue for the six months ended June 30, 2025, was approximately HKD 157,939,000, an increase of about HKD 762,000 or 0.5% compared to the previous period[29] - The revenue from integrated logistics services increased to approximately HKD 40,492,000, representing 25.6% of total revenue, up from 17.9% in the previous period[33] - The revenue from supply chain management and trading business decreased by 29.1% to HKD 34,398,000, accounting for 21.8% of total revenue, down from 30.8%[35] - The gross profit for the period was approximately HKD 38,406,000, with a gross profit margin of 24.3%, an increase from 23.8% in the previous period[39] - The company's attributable profit decreased by approximately HKD 995,000 or 28.7% to about HKD 2,473,000 compared to HKD 3,468,000 in the previous period[42] - Operating profit decreased to HKD 10,434,000, down 12.19% from HKD 11,882,000 in the previous year[46] - Net profit for the period was HKD 3,514,000, a 3.57% increase compared to HKD 3,393,000 in 2024[47] - Total comprehensive income for the period was HKD 27,421,000, compared to a loss of HKD 13,299,000 in 2024[47] Operational Developments - The company completed a total cargo throughput of 890,348,000 tons in the first half of 2025, representing a year-on-year growth of 3.8%[16] - The company has developed new import and export bulk cargo businesses, completing 17 import voyages totaling 88,400 tons and 15 export voyages totaling 130,100 cubic meters by June 2025[17] - The company signed a cooperation agreement with Shanghai Zhuyin Company to handle customs clearance and warehousing for imported pulp, adding approximately 500 standard containers per month[17] - The company is expanding its logistics capabilities by developing a new direct shipping route from Indonesia to Wuhan Yangluo Port, enhancing trade connections between China and India[14] - The company is actively promoting green and smart port construction, implementing new technologies to improve operational efficiency and reduce costs[14] - The overall business environment for the company has improved, ranking third among inland ports in China for comprehensive business environment evaluation in 2024, up two places from 2023[16] - Wuhan Yangluo Port has established new international shipping routes, including direct lines to Ethiopia and Indonesia, enhancing its service capabilities and international competitiveness[20][19] - The port has introduced two new vessels on the "Wuhan - Japan, Korea, Russia" international route, increasing the frequency to two fixed weekly departures, improving cargo turnover efficiency[19] - The establishment of a container inspection service point at the port has reduced operational costs and improved customer satisfaction[21] - Monthly new container volume from partnerships with various shipping companies is expected to increase by 340-600 TEUs, enhancing the port's container management capabilities[21] - The company is developing Hannan Port as a multi-functional logistics platform, aiming to become the largest logistics hub in Central China, focusing on automotive logistics and multi-modal transport[23] - The company is enhancing its supply chain management services, focusing on grain logistics, which positions it as a key player in the national emergency grain supply system[25] - The integration of logistics, warehousing, and supply chain finance services is aimed at creating a modern port-based supply chain system centered around Yangluo Port[26] - The new shipping routes and logistics services are expected to significantly boost trade between Hubei and ASEAN countries, facilitating economic growth in the region[19][20] - The company is committed to expanding its logistics services, including customs clearance and distribution, to diversify revenue sources[21] - The strategic investments in port infrastructure are aligned with the company's goal to enhance its competitive edge in the logistics market[23] Financial Position - Cash generated from operating activities was HKD 9,013,000, significantly up from HKD 1,847,000 in the previous year[52] - Current assets increased to HKD 168,943,000 from HKD 161,770,000, reflecting a growth of 4.67%[48] - Non-current assets rose to HKD 1,164,930,000, up from HKD 1,145,615,000, indicating a 1.68% increase[48] - Total liabilities increased to HKD 492,163,000 from HKD 493,096,000, showing a slight decrease of 0.19%[49][50] - The company reported a basic and diluted earnings per share of HKD 0.14, down from HKD 0.20 in 2024[47] - As of June 30, 2025, the total equity of the company was approximately HKD 843.71 million, with a net profit of HKD 2.47 million during the period[54] - The company reported a total comprehensive income of HKD 24.77 million for the six months ended June 30, 2025, which includes other comprehensive income of HKD 22.30 million[54] - The net current liabilities of the group as of June 30, 2025, were approximately HKD 138 million, raising concerns about the company's ability to continue as a going concern[59] - The group expects to generate sufficient cash flow over the next twelve months, supported by financial backing from its parent company, Hubei Port Group[60] - The group operates four reportable segments: property business, terminal and related services, integrated logistics, and supply chain management and trading[64] - For the six months ended June 30, 2025, total revenue from external customers was HKD 157,939,000, an increase from HKD 157,177,000 in the same period of 2024, representing a growth of 0.5%[68][70] - The reported segment profit for the six months ended June 30, 2025, was HKD 14,770,000, compared to HKD 15,452,000 for the same period in 2024, indicating a decrease of 4.4%[68][70] - Total assets as of June 30, 2025, amounted to HKD 1,333,873,000, up from HKD 1,307,385,000 as of December 31, 2024, reflecting an increase of 2.0%[69][71] - The total liabilities as of June 30, 2025, were HKD 492,163,000, compared to HKD 493,096,000 as of December 31, 2024, showing a slight decrease of 0.2%[69][71] - The company reported a net profit of HKD 3,514,000 for the six months ended June 30, 2025, compared to HKD 3,393,000 for the same period in 2024, representing an increase of 3.6%[68][70] - The fair value change of investment properties for the six months ended June 30, 2025, was a loss of HKD 1,615,000, compared to a loss of HKD 1,298,000 in the same period of 2024[68][70] - Interest expenses for the six months ended June 30, 2025, were HKD 3,923,000, down from HKD 6,393,000 in the same period of 2024, indicating a reduction of 38.7%[73] - The company received government grants totaling HKD 2,591,000 for the six months ended June 30, 2025, compared to HKD 1,340,000 in the same period of 2024, an increase of 93.5%[72] - Cash and cash equivalents as of June 30, 2025, totaled HKD 37,190,000, compared to HKD 58,662,000 as of June 30, 2024, reflecting a decrease of 36.7%[69][71] - The company reported a segment asset total of HKD 1,291,404,000 as of June 30, 2025, compared to HKD 1,243,182,000 as of December 31, 2024, representing an increase of 3.9%[69][71] - The company's profit before tax for the six months ended June 30, 2025, was HKD 2,473,000, compared to HKD 3,468,000 for the same period in 2024, representing a decrease of approximately 29%[76] - Employee costs, including director remuneration, increased to HKD 31,934,000 in 2025 from HKD 27,889,000 in 2024, reflecting a rise of about 14.7%[74] - The cost of services provided and goods sold remained stable at approximately HKD 119,533,000 in 2025, compared to HKD 119,757,000 in 2024[74] - The company's basic earnings per share decreased to HKD 0.00143 in 2025 from HKD 0.00201 in 2024, a decline of approximately 29%[76] - The total accounts receivable increased to HKD 99,957,000 as of June 30, 2025, from HKD 80,182,000 as of December 31, 2024, marking an increase of about 24.5%[84] - The company reported a net impairment loss provision for accounts receivable of HKD 10,717,000 in 2025, up from HKD 6,928,000 in 2024, indicating a rise of approximately 54%[84] - The company's investment properties were revalued as of June 30, 2025, with no transfers between fair value levels during the reporting period[81] - The total inventory increased to HKD 16,174,000 as of June 30, 2025, compared to HKD 5,802,000 as of December 31, 2024, reflecting a significant increase[83] - The deferred tax liabilities for the six months ended June 30, 2025, were HKD 2,997,000, compared to HKD 2,096,000 for the same period in 2024, representing an increase of approximately 43%[75] - Accounts receivable aged analysis shows an increase in overdue amounts, with 90 days and above rising to HKD 42,853,000 as of June 30, 2025, compared to HKD 21,970,000 as of December 31, 2024, reflecting a 95% increase[85] - Total accounts payable increased to HKD 120,313,000 as of June 30, 2025, from HKD 111,750,000 as of December 31, 2024, representing an 8.5% growth[87] - Bank borrowings decreased to HKD 209,009,000 as of June 30, 2025, from HKD 221,272,000 as of December 31, 2024, a decline of approximately 5.5%[88] - The company completed the sale of a 60% stake in Zhongxiang Port Company for RMB 69,576,900, with net assets sold valued at HKD 120,381,000[90] - The company has capital commitments of HKD 41,817,000 as of June 30, 2025, compared to HKD 40,640,000 as of December 31, 2024, indicating a slight increase in future capital expenditures[95] - The average credit period provided by suppliers is 90 days, with accounts payable aged analysis showing 0-30 days at HKD 8,770,000 as of June 30, 2025, up from HKD 6,180,000 as of December 31, 2024[88] - The company reported a cash inflow of HKD 74,721,000 from the sale transaction during the reporting period[91] - The company’s lease liabilities as of June 30, 2025, amounted to HKD 6,711,000, compared to HKD 7,778,000 as of December 31, 2024, showing a decrease[93] - The company’s issued share capital remained unchanged at HKD 172,507,000 as of June 30, 2025, consistent with the previous reporting period[94] - Loans from the ultimate holding company are unsecured, with an interest rate of 3.5% as of June 30, 2025, down from 3.65% as of December 31, 2024[97] - Revenue from affiliated companies for the six months ended June 30, 2025, was HKD 994,000 from terminal and related services, down from HKD 1,373,000 in 2024, representing a decrease of 27.6%[100] - The cost of port logistics services for the six months ended June 30, 2025, was HKD 3,876,000, significantly higher than HKD 775,000 in 2024, indicating an increase of 400%[100] - As of June 30, 2025, the balance of receivables from an affiliated company was HKD 9,769,000, up from HKD 9,574,000 as of December 31, 2024, reflecting an increase of 2.04%[101] - The total payables to affiliated companies as of June 30, 2025, amounted to HKD 13,696,000, compared to HKD 12,146,000 in 2024, marking an increase of 12.8%[102] - The total remuneration for directors and key management personnel for the six months ended June 30, 2025, was HKD 597,000, up from HKD 463,000 in 2024, representing a growth of 28.9%[103] - The fair value of financial instruments measured at fair value through profit or loss was approximately HKD 12,385,000 as of June 30, 2025, compared to HKD 11,806,000 as of December 31, 2024, indicating an increase of 4.9%[104] - Hubei Port Group Limited held a 77.87% stake in the company as of June 30, 2025, while Hubei Port (Hong Kong) International Limited held a 74.98% stake[107] - The maximum number of shares that may be issued under the share option scheme is capped at 10% of the total issued shares, equivalent to 172,506,668 shares, which is approximately 9.99% of the total issued shares as of June 30, 2025[112] - The total number of shares issued and to be issued under the share option scheme for any participant within a 12-month period cannot exceed 1% of the company's then-issued share capital[113] - As of June 30, 2025, the total outstanding interest-bearing borrowings amounted to approximately HKD 232,865,000, a decrease from HKD 251,614,000 as of December 31, 2024[120] - The group had cash and cash equivalents totaling approximately HKD 37,190,000 as of June 30, 2025, down from HKD 58,662,000 as of December 31, 2024[120] - The net asset value of the group was approximately HKD 841,710,000 as of June 30, 2025, compared to HKD 814,289,000 as of December 31, 2024[127] - The net capital debt ratio as of June 30, 2025, was 0.3 times, unchanged from December 31, 2024[121] - The current liabilities net amount was approximately HKD 138,467,000 as of June 30, 2025, compared to HKD 131,644,000 as of December 31, 2024[121] - The group had no significant contingent liabilities as of June 30, 2025, consistent with the previous period[125] - There were no significant investments, acquisitions, or disposals of subsidiaries, associates, or joint ventures during the period[123] - The group has a capital commitment of approximately HKD 41,817,000 for the construction of port facilities as of June 30, 2025[124] - The group employed 314 staff as of June 30, 2025, down from 328 full-time employees as of December 31, 2024[128] Governance and Management - The board decided not to declare any interim dividend for the period, consistent with the previous period[130] - The board of directors includes executive directors Mr. Fei Benjun and Mr. Qiao Yun, non-executive directors Mr. Li Wei and Ms. Yu Ling, and independent non-executive directors Mr. Zou Guoqiang, Mr. Fu Xinping, and Dr. Mao Zhenhua[137]

Financial Performance - Operating profit before impairment losses for the first half of 2025 was HK$5,447 million, a decrease of 3.97% from HK$5,671 million in the same period of 2024[4] - Profit attributable to owners of the parent increased to HK$2,407 million, up 13.99% from HK$2,111 million year-on-year[12] - Basic earnings per share rose to HK$0.86, representing a 24.64% increase compared to HK$0.69 in the previous year[12] - Total comprehensive income for the period was HK$5,071 million, a substantial increase from HK$1,969 million in the same period last year[13] - The bank reported a profit for the period of HK$2,407 million for the six months ended June 30, 2025, compared to HK$2,111 million for the same period in 2024, marking an increase of 14.0%[15] - Basic earnings per share increased to HK$0.86 for the six months ended June 30, 2025, up from HK$0.68 in the previous year, reflecting a growth of 26.5%[21] - Total operating income decreased by 2.1% to HK$10,259 million, while operating expenses remained stable at HK$4,812 million[181] Assets and Liabilities - Total assets grew to HK$891,424 million, up from HK$875,217 million in the previous year[4] - Total loans and advances to customers and trade bills reached HK$542,731 million, a slight increase from HK$536,979 million at the end of 2024[4] - Total assets increased to HK$891,424 million as of June 30, 2025, up from HK$877,759 million at December 31, 2024, representing a growth of 1.5%[14] - The bank's total liabilities increased to HK$781,685 million as of June 30, 2025, compared to HK$772,020 million at December 31, 2024, reflecting a growth of 1.2%[14] - The total amount of trade bills measured at amortised cost increased significantly to HK$3,550 million from HK$1,456 million, representing a growth of 143.5%[54] - The total gross carrying amount of loans and advances to customers is HK$539,075 million as of June 30, 2025, with impairment allowances totaling HK$4,854 million[111] Income and Expenses - The net interest income decreased to HK$7,344 million, down from HK$8,228 million in the previous year, primarily due to lower interest income[11] - Interest income for the six months ended June 30, 2025, was HK$16,897 million, a decrease of 17.8% from HK$20,379 million for the same period in 2024[33] - Interest expense for the six months ended June 30, 2025, was HK$9,553 million, down 21.5% from HK$12,151 million in the prior year[35] - Non-interest income for the same period was HK$2,915 million, reflecting a 29% increase from HK$2,256 million year-over-year[88] - Total operating expenses remained stable at HK$4,812 million for the six months ended June 30, 2025, compared to HK$4,813 million in the prior year[45] Capital and Equity - The common equity tier 1 capital ratio increased to 23.7%, significantly higher than 17.1% in the previous year, reflecting stronger capital position[4] - Total equity attributable to owners of the parent increased to HK$104,436 million as of June 30, 2025, from HK$100,443 million at December 31, 2024, a growth of 4.0%[14] - The total capital ratio improved to 28.6%, benefiting from the implementation of Basel III final reform[186] - Total capital decreased to HK$105,228 million as of 30 June 2025 from HK$108,372 million as of 31 December 2024, a reduction of 2.1%[152] Impairment and Risk - Impairment losses on financial instruments decreased to HK$2,539 million for the six months ended June 30, 2025, down from HK$2,881 million in the same period of 2024[87] - The total impairment provisions for loans and advances to customers decreased to HK$3,587 million from HK$3,954 million, indicating a reduction of approximately 9.3%[63] - The percentage of total advances to customers that are overdue for over three months is 2.63% as of June 30, 2025, slightly down from 2.72% as of December 31, 2024[63] - The impairment allowances for loans and advances to customers total HK$5,102 million, with HK$3,954 million related to lifetime ECL credit-impaired loans[113] Market and Economic Conditions - Real GDP in the Chinese Mainland expanded by 5.3% year-on-year in the first half of 2025, supported by proactive fiscal measures and a moderately loose monetary policy[195] - Hong Kong's economy showed steady growth with real GDP increasing by 3.0% in Q1 and 3.1% in Q2 of 2025[196] - The residential property market in Hong Kong remains stable, bolstered by increased transactions from stamp duty cuts and lower interest rates[196] Strategic Initiatives - The Bank is centralizing mid- and back-office tasks at the BEA Global Services Centre in Guangzhou and Shenzhen to enhance operational efficiency and adopt AI tools[200] - The Bank's strategy includes refining the deposit mix by raising the Current Account and Savings Account ratio to manage funding costs[198] - The Bank has invested in building a future-ready workforce to embrace new technologies and meet growing business needs[200]

Digital 數字Digital 生活 數字工業 life Industry INTERIM REPORT 2025 中期報告 公司資料 CORPORATE INFORMATION 董事會 執行董事 張傳旺先生 （主席） 鄭宜斌先生 非執行董事 KIM Hyun Seok先生 張國欽先生 黃碧君女士 獨立非執行董事 簡己然先生 張曉泉教授 甘志成先生 公司秘書 曾慶贇先生 授權代表 鄭宜斌先生 曾慶贇先生 提名委員會 張傳旺先生 （主席） 簡己然先生 甘志成先生 張曉泉教授 黃碧君女士 審核委員會 甘志成先生 （主席） 簡己然先生 張曉泉教授 薪酬委員會 簡己然先生 （主席） 甘志成先生 張曉泉教授 張傳旺先生 公司網址 www.maxnerva.com Non-Executive Directors Mr. KIM Hyun Seok Mr. CHANG Kuo-Chin Ms. HUANG Pi-Chun 核數師 羅兵咸永道會計師事務所 香港執業會計師及 註冊公眾利益實體核數師 BOARD OF DIRECTORS Executive Directors Mr. CHANG Chuan-Wang (Ch ...

Financial Performance - Total revenue for the fiscal year 2025 was RMB 4,392,071, a decrease of 37.5% compared to RMB 7,072,564 in fiscal year 2024[7]. - The company reported a net profit of RMB 6,191 for fiscal year 2025, down from RMB 1,719,508 in fiscal year 2024, representing a decline of 99.64%[8]. - Adjusted net profit for fiscal year 2025 was RMB 173,546, a significant decrease from RMB 2,180,710 in fiscal year 2024[8]. - The company’s operating loss for fiscal year 2025 was RMB (109,884), compared to an operating profit of RMB 419,948 in fiscal year 2024[8]. - The company’s basic earnings per share for fiscal year 2025 was RMB 0.01, down from RMB 0.24 in fiscal year 2024[7]. - The net revenue from continuing operations decreased by 32.7% from RMB 6.5 billion in FY2024 to RMB 4.4 billion in FY2025, but net profit turned positive at RMB 6.2 million compared to a loss in the first half of FY2025[16]. - Total revenue from continuing operations decreased by 32.7% from RMB 6.5 billion in FY2024 to RMB 4.4 billion in FY2025, with app revenue increasing from RMB 900 million to RMB 1.1 billion[33]. - Revenue from self-operated products and live e-commerce decreased by 32.7% from RMB 6.5 billion in FY2024 to RMB 4.4 billion in FY2025, with self-operated product revenue reaching approximately RMB 3.5 billion[34]. - Gross profit for continuing operations decreased by 17.0% from RMB 1.7 billion in FY2024 to RMB 1.4 billion in FY2025, while gross margin increased from 25.9% to 32.0%[35]. - Other income, gains, and losses increased by 28.1% from RMB 138.1 million in FY2024 to RMB 176.9 million in FY2025, mainly due to fair value changes of financial assets[36]. Assets and Liabilities - The company’s total assets decreased to RMB 6,092,513 in fiscal year 2025 from RMB 6,541,519 in fiscal year 2024, reflecting a decline of 6.85%[10]. - The equity attributable to the owners of the company increased to RMB 5,117,097 in fiscal year 2025 from RMB 4,969,216 in fiscal year 2024, an increase of 2.98%[10]. - The company’s total liabilities to total assets ratio improved to 16.0% in FY2025 from 24.0% in FY2024[48]. - Cash and cash equivalents as of May 31, 2025, totaled RMB 2.5 billion, an increase from RMB 2.26 billion as of May 31, 2024[47]. - The company incurred a net cash outflow of RMB 53.12 million from financing activities in FY2025, primarily due to share repurchases of RMB 110.4 million[53]. Operational Highlights - The company aims to focus on providing high-quality products and services through its self-operated product and live e-commerce platform[12]. - The company is committed to promoting traditional Chinese culture and positive values through its offerings[12]. - The company's self-operated products and live e-commerce business have expanded significantly, with the "Dongfang Zhenxuan" platform becoming a well-known online platform for high-quality agricultural products, contributing to rural revitalization[13]. - The company launched 732 self-operated product SKUs by May 31, 2025, up from 488 in FY2024, focusing on daily consumer goods and home products[17]. - The self-operated products accounted for approximately 43.8% of total GMV in FY2025, indicating a shift towards stable demand products[17]. - The company has successfully introduced competitive self-operated product lines, including health foods and pet products, with strong growth in categories like gummies and probiotics[18]. - The company has established a presence in 28 provincial-level regions, directly connecting high-quality fruit production areas with consumer markets, leading to the popularity of products like citrus and apples[18]. - The company has adopted a multi-platform strategy, expanding its reach through various sales channels, including Douyin, Taobao, and its own app, enhancing brand visibility[19]. - The average contribution per user is steadily increasing, reflecting high user loyalty and engagement, supported by marketing activities and the introduction of a "Friend Card" to enhance user experience[19]. - User satisfaction for the application reached a new high of 98.7% in FY2025, up from 97.3% in FY2024[20]. Cost and Expenses - Total cost of revenue for continuing operations decreased by 38.2% from RMB 4.8 billion in FY2024 to RMB 3.0 billion in FY2025, primarily due to reduced inventory and logistics costs[35]. - Selling and marketing expenses increased by 4.2% from RMB 866.1 million in FY2024 to RMB 902.1 million in FY2025, primarily due to increased advertising expenses[37]. - Research and development expenses decreased by 3.5% from RMB 131.6 million in FY2024 to RMB 127.0 million in FY2025, mainly due to reduced stock option expenses[38]. - Administrative expenses increased by 22.5% from RMB 395.6 million in FY2024 to RMB 484.8 million in FY2025, primarily due to undistributed profits related to a specific announcement[41]. - Total employee compensation expenses, including share-based payments, decreased by 17.6% to RMB 1.2 billion in FY2025 from RMB 1.4 billion in FY2024[61]. Shareholder and Governance - The board consists of six members, including two executive directors, one non-executive director, and three independent non-executive directors[74]. - The company maintains the public float percentage required by listing rules as of the last practicable date[72]. - The company has established a remuneration committee to formulate the remuneration policy for directors and senior management[105]. - The independent external auditor confirmed that there were no undisclosed significant contracts with the controlling shareholder during the fiscal year 2025[147]. - The company has complied with all applicable regulations regarding related party transactions as per Listing Rule Chapter 14A[146]. Future Strategies - The company plans to optimize the application and membership system to increase monthly active users (MAU) and registered members[27]. - The company will continue to innovate in live streaming content and formats, hosting outdoor live events to promote local products and culture[29]. - New features will be introduced in the application to enhance user engagement and interaction during live streaming sessions[30]. - The company plans to continue investing in core technology innovations to enhance platform stability and scalability, aiming for seamless user experiences and future expansion[31]. Social Responsibility - The company made charitable donations of approximately RMB 2 million for the fiscal year ending May 31, 2025[154]. - The company is committed to social responsibility, employee welfare, environmental protection, and community contributions[152].

INVESTECH HOLDINGS LIMITED (Incorporated in the Cayman Islands and continued in Bermuda with limited liability) (於開曼群島註冊成立並於百慕達存續的有限公司 ) 2025 Interim Report 中期報告 CONTENTS 目錄 | Corporate Profile and Corporate Information | 2 | | --- | --- | | 公司簡介及公司資料 | | | Financial Summary | 5 | | 財務摘要 | | | Management Discussion and Analysis | 8 | | 管理層討論及分析 | | | Report of the Directors | 15 | | 董事會報告 | | | Corporate Governance Report | 27 | | 企業管治報告 | | | Interim Condensed Consolidated Statement of Profit or Loss | 30 ...

Optima Automobile Group Holdings Limited 傲迪瑪汽車集團控股有限公司 （於開曼群島註冊成立的有限公司） 股份代號 : 8418 2025 中期報告 Optima Automobile Group Holdings Limited 傲迪瑪汽車集團控股有限公司 INTERIM REPORT 2025 中期報告 香港聯合交易所有限公司（「聯交所」）GEM 之特色 GEM 的定位乃為相較其他於聯交所上市的公司帶有更高投資風險的中小型公司提供一個 上市的市場。潛在投資者應了解投資於該等公司的潛在風險，並應經過審慎周詳考慮後方 作出投資決定。 由於GEM 上市公司一般為中小型公司，於GEM 買賣的證券可能會較於聯交所主板買賣的 證券承受較大的市場波動風險，同時無法保證於GEM 買賣的證券將會存在高流通性市場。 香港交易及結算所有限公司及香港聯合交易所有限公司對本報告的內容概不負責，對其準 確性或完整性亦不發表任何聲明，並明確表示概不就因本報告全部或任何部分內容而產生 或因倚賴該等內容而引致的任何損失承擔任何責任。 本報告的資料乃遵照聯交所GEM 證券上市規則（「GEM 上市規則」） ...