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」） ...

富衛集團上市後首次公佈業績 上半年表現創新高 富衛於7月完成466百萬美元的首次公開招股，進一步提升其財務靈活性 穆迪於同月宣佈信貸評級上調 香港，2025年8月29日－富衛集團有限公司（「富衛集團」或「富衛」）今天公佈截至2025年6月30日止六個 月的中期業績。 富衛集團行政總裁兼執行董事黃清風表示：「我們非常高興首次以上市公司身份公佈業績，就創出採用國 際財務報告準則第17號以來的中期業績新高。新業務合約服務邊際的強勁增長，展現了我們成功在亞洲貫 徹以客為先策略實現可持續盈利的能力。」 黃清風補充：「我們計劃將近期首次公開招股所得款項淨額用於進一步提升資本實力及財務靈活性，包括 減少整體債務，以支持業務增長及拓展客戶及渠道覆蓋滲透的機會，如深化數碼能力及策略。」 在香港特別行政區及澳門特別行政區，新增業務銷售額及新業務合約服務邊際均錄得顯著增長，反映本地 及中國內地訪客客群持續多元的需求，以及富衛高資產淨值客戶服務全面啟動帶來的正面影響。富衛集團 持續專注於多渠道分銷模式策略，並積極推動產品創新，包括根據最新監管指引所開發的指數型萬用壽險 產品，以及為合資格客戶推出的大灣區跨境醫療服務。 1 • 新增業 ...

截至二零二五年六月三十日止六個月 公司資料 董事會 執行董事 孫嘉 （主席） 葉凱雯 （首席執行官，並為孫嘉先生的替任董事） 丁長峰 非執行董事 韓慧華 獨立非執行董事 程驍遠 蔡奮威 張安志 審核委員會 蔡奮威 （主席） 程驍遠 張安志 薪酬委員會 張安志 （主席） 葉凱雯 蔡奮威 提名委員會 程驍遠 （主席） 孫嘉 張安志 公司秘書 賴愛慧 核數師 畢馬威會計師事務所 （根據會計及財務匯報局條例註冊之公眾利益實體核數師） 本公司之法律顧問 禮德齊伯禮律師行有限責任合夥 （香港法例） Maples and Calder (Hong Kong) LLP （開曼群島法例） 主要往來銀行 中國銀行（香港）有限公司 註冊辦事處 P.O. Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands 主要營業地點 香港 中環 花園道1號 中銀大廈43樓A室 | 電話： | (852) 2309 8888 | | --- | --- | | 圖文傳真： | (852) 2328 8097 | | 電郵： | vkoverseas.ir@vanke.com | 網址 ...

2025 中期報告 目錄 | 釋義 | 2 | | --- | --- | | 公司資料 | 4 | | 財務摘要 | 6 | | 管理層討論與分析 | 7 | | 企業管治及其他資料 | 18 | | 簡明綜合損益及其他綜合收入表 | 35 | | 簡明綜合財務狀況表 | 36 | | 簡明綜合權益變動表 | 38 | | 簡明綜合現金流量表 | 39 | | 簡明綜合財務報表附註 | 40 | 釋義 於本中期報告內，除文義另有所指外，下列詞彙具有以下涵義。該等詞彙及其釋義可能無法與任何行業標準釋 義一致，無法與和本公司從事相同行業的其他公司採用的類似專有詞彙直接比較。 | 「審計委員會」 | 指 | 董事會審計委員會 | | --- | --- | --- | | 「董事會」 | 指 | 本公司董事會 | | 「企業管治守則」 | 指 | 上市規則附錄C1所載《企業管治守則》 | | 「中國」 | 指 | 中華人民共和國，僅就本中期報告及僅作為地理參考而言，本中期報告中對 | | | | 「中國」的提述不適用於香港，中華人民共和國澳門特別行政區及台灣 | | 「本公司」 | 指 | 武漢友芝友生物製藥股份 ...

[Financial Summary](index=1&type=section&id=Financial%20Summary) This section provides an overview of the Group's key financial performance indicators for the year, including revenue, adjusted earnings, and losses. [Annual Key Financial Data](index=1&type=section&id=Annual%20Key%20Financial%20Data) The Group's revenue for FY2024 was approximately **HKD 649 million**, with adjusted revenue of approximately **HKD 14.7 million**, but recorded a full-year loss of approximately **HKD 58.5 million**, with loss attributable to owners of the Company of approximately **HKD 30.6 million**, and basic loss per share of **2.48 HK cents** 2024 Key Financial Data | Indicator | Amount (HKD) | | :--- | :--- | | Revenue | 648,700,000 | | Earnings before finance costs, income tax expense, depreciation, amortization and reversal of prepaid lease payments | 14,700,000 | | Loss for the year | 58,500,000 | | Loss for the year attributable to owners of the Company | 30,600,000 | | Basic loss per share | 2.48 HK cents | [Chairman's Report to Shareholders](index=2&type=section&id=Chairman%27s%20Report%20to%20Shareholders) This section reviews the Group's financial performance, operating environment, and future outlook, highlighting challenges and strategic responses [Annual Performance Review](index=2&type=section&id=Annual%20Performance%20Review) The Group's financial performance in FY2024 was unsatisfactory, with product revenue increasing but gross margin declining due to global monetary policy tightening, while the US-China trade war negatively impacted some business segments - The Group's financial performance in FY2024 was unsatisfactory, with product revenue increasing but gross margin declining, mainly due to the tightening of global monetary policies[4](index=4&type=chunk) - The ongoing US-China trade war had a negative impact on certain business segments of the Group[4](index=4&type=chunk) [Operating Environment and Response Strategies](index=2&type=section&id=Operating%20Environment%20and%20Response%20Strategies) To counter adverse impacts, the Group adopted diversified procurement to improve gross margin and avoid tariffs, prudently managed cash flow, and actively explored new market and industry opportunities - The Group has taken measures, including sourcing from different suppliers to improve gross margins and from Southeast Asian suppliers to avoid additional US tariffs on Chinese products[4](index=4&type=chunk) - The Group will continue to adopt a prudent approach to managing its cash flow position and will strive to identify potential opportunities in the manufacturing segment of emerging markets and other industries to expand its revenue streams[4](index=4&type=chunk) - Since 2018, the Group has outsourced production to Vietnamese suppliers and gradually closed its own production facilities in Tanzhou Town, Zhongshan City, China, with the land currently being redeveloped in cooperation with Huasuan into a precision intelligent manufacturing and R&D innovation center[6](index=6&type=chunk) [Future Outlook](index=3&type=section&id=Future%20Outlook) The Board acknowledges the Group is still seeking effective business growth avenues and remains committed to innovation and exploring opportunities to strengthen its revenue base and long-term profitability - The Board recognizes that the Group is still seeking effective avenues for business growth and will continue to focus on driving innovation[6](index=6&type=chunk) - The Group will actively explore opportunities to strengthen its revenue base and long-term profitability[6](index=6&type=chunk) [Business Overview and Management Discussion and Analysis](index=4&type=section&id=Business%20Overview%20and%20Management%20Discussion%20and%20Analysis) This section provides an overview of the Group's overall financial performance, segment-wise business performance, geographical results, and future prospects [Overall Financial Performance](index=4&type=section&id=Overall%20Financial%20Performance) The Group's gross margin decreased from **13.10% in 2023** to **9.90% in 2024**, mainly due to rising material costs and global chip shortages, though adjusted earnings before specific costs turned profitable - The Group's gross margin decreased from approximately **13.10% in 2023** to approximately **9.90% in 2024**, primarily due to rising material costs and global shortages of chips and integrated circuits[8](index=8&type=chunk) Adjusted Revenue Comparison | Indicator | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | Earnings before finance costs, income tax expense, depreciation, amortization and reversal of prepaid lease payments | 14,682 | (95,074) | [Segment Business Performance](index=4&type=section&id=Segment%20Business%20Performance) The Group's main business segments include media entertainment platform-related products, other multimedia products, and satellite TV equipment and antenna products, with varying performance across segments [Media Entertainment Platform-Related Products](index=4&type=section&id=Media%20Entertainment%20Platform-Related%20Products) This segment explored new opportunities in emerging markets, achieving approximately **73.69% year-on-year revenue growth**, significantly improving segment operating results and profit margins, and remaining unaffected by the US-China trade war - Revenue from the media entertainment platform-related products segment increased by approximately **73.69%** compared to 2023, as new business opportunities were explored in emerging markets[9](index=9&type=chunk) - This segment has no US customers, and the US-China trade war is not expected to have a significant adverse impact[10](index=10&type=chunk) Media Entertainment Platform-Related Products Segment Performance | Indicator | 2024 (HKD) | 2023 (HKD) | | :--- | :--- | :--- | | Segment Revenue | 169,268,000 | 97,454,000 | | Segment Operating Results | 12,330,000 | 3,552,000 | | Segment Profit Margin | 7.28% | 3.64% | [Other Multimedia Products](index=5&type=section&id=Other%20Multimedia%20Products) This segment's profitability was below expectations, impacted by rising material and freight costs, with revenue growing approximately **2.41% year-on-year** but a significant decline in segment profit margin - The profitability of the other multimedia products segment was below expectations, mainly due to rising material costs and freight charges[12](index=12&type=chunk) - The US-China trade war had some impact on this segment, and the Group is mitigating this by sourcing from regions outside China (e.g., Southeast Asia) and adjusting its logistics structure[13](index=13&type=chunk) Other Multimedia Products Segment Performance | Indicator | 2024 (HKD) | 2023 (HKD) | | :--- | :--- | :--- | | Segment Revenue | 102,752,000 | 100,332,000 | | Segment Operating Results | 6,091,000 | 15,690,000 | | Segment Profit Margin | 5.93% | 15.64% | [Satellite TV Equipment and Antenna Products](index=5&type=section&id=Satellite%20TV%20Equipment%20and%20Antenna%20Products) This segment saw approximately **3.41% year-on-year revenue growth**, but segment operating results decreased by approximately **38.23%**, and profit margins declined, influenced by the US-China trade war - The profit margin of the satellite TV equipment and antenna products segment declined, despite economic recovery in North America[14](index=14&type=chunk) - The Group is exploring business opportunities in other regions, such as cross-selling LNBs to existing customers in South Asia, and is committed to developing new products for next-generation radio and antenna communication modes[16](index=16&type=chunk) Satellite TV Equipment and Antenna Products Segment Performance | Indicator | 2024 (HKD) | 2023 (HKD) | | :--- | :--- | :--- | | Segment Revenue | 376,669,000 | 364,249,000 | | Segment Operating Results | 18,773,000 | 30,393,000 | | Segment Profit Margin | 4.98% | 8.34% | [Geographical Segment Performance](index=6&type=section&id=Geographical%20Segment%20Performance) Revenue in Asia significantly increased by **149.86%**, substantially raising its proportion of total revenue, while North America's revenue decreased by **13.66%** but remained the largest source Geographical Segment Revenue Comparison | Region | 2024 Revenue (HKD) | 2023 Revenue (HKD) | Year-on-Year Growth Rate | 2024 % of Total Revenue | 2023 % of Total Revenue | | :--- | :--- | :--- | :--- | :--- | :--- | | Asia | 235,542,000 | 94,271,000 | 149.86% | 36.31% | 16.77% | | Europe | 81,932,000 | 80,972,000 | 1.19% | 12.63% | 14.41% | | Middle East | 13,678,000 | 8,510,000 | 60.73% | 2.11% | 1.51% | | North America | 299,419,000 | 346,801,000 | -13.66% | 46.16% | 61.70% | | South America | 17,449,000 | 30,185,000 | -42.19% | 2.69% | 5.37% | [Outlook](index=7&type=section&id=Outlook) The Group will continue to focus on the Asian, European, and North American markets in the future, as these regions contribute the majority of its revenue - The Group will continue to focus on the Asian, European, and North American regions in the future, as their businesses account for the majority of the Group's revenue[24](index=24&type=chunk) [Consolidated Financial Statements](index=8&type=section&id=Consolidated%20Financial%20Statements) This section presents the Group's consolidated statement of profit or loss and other comprehensive income, and consolidated statement of financial position [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=8&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The Group's revenue grew to **HKD 649 million** in FY2024, but gross profit declined; the loss for the year significantly narrowed to **HKD 58.5 million**, with loss attributable to owners of the Company also substantially reduced, positively impacted by fair value gains on investment properties Summary of Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | Revenue | 648,689 | 562,035 | | Cost of Sales | (584,490) | (488,427) | | Gross Profit | 64,199 | 73,608 | | Other Income, Gains and Losses | 35,281 | 19,069 | | Fair Value Gain / (Loss) on Investment Properties | 72,878 | (636) | | Loss Before Income Tax | (36,232) | (140,759) | | Income Tax (Expense) / Credit | (22,304) | 4,126 | | Loss for the Year | (58,536) | (136,633) | | Loss for the Year Attributable to Owners of the Company | (30,571) | (126,566) | | Basic Loss Per Share (HK cents) | (2.48) | (14.75) | [Consolidated Statement of Financial Position](index=10&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of the end of 2024, the Group's total non-current assets increased, mainly due to a significant rise in investment properties; however, total current liabilities substantially increased, leading to an expanded net current liabilities and net liabilities, indicating increased liquidity pressure Summary of Consolidated Statement of Financial Position | Indicator | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | Total Non-Current Assets | 430,257 | 345,657 | | Investment Properties | 307,084 | 197,471 | | Total Current Assets | 430,014 | 501,099 | | Total Current Liabilities | 665,502 | 489,183 | | Net Current (Liabilities) / Assets | (235,488) | 11,916 | | Net Liabilities | (69,160) | (36,963) | | Capital Deficiency Attributable to Owners of the Company | (64,402) | (58,360) | [Notes](index=12&type=section&id=Notes) This section provides detailed notes on the Group's general information, accounting policies, financial performance, and financial position [General Information](index=12&type=section&id=General%20Information) The Company is incorporated in Bermuda, listed on the Main Board of the Hong Kong Stock Exchange, and primarily engaged in the manufacturing and trading of satellite TV equipment and other electronic products - The Company is a limited company incorporated in Bermuda, and its shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited[30](index=30&type=chunk) - The Group is principally engaged in the manufacturing and trading of satellite TV equipment products and other electronic products[31](index=31&type=chunk) [Adoption of Hong Kong Financial Reporting Standards](index=12&type=section&id=Adoption%20of%20Hong%20Kong%20Financial%20Reporting%20Standards) The Group adopted several HKFRS amendments with no material impact on current or prior period results, while HKFRS 18, effective in 2027, is expected to have a broad impact on financial statement presentation and disclosure - The amendments to Hong Kong Financial Reporting Standards applied for the first time in the current year had no material impact on the Group's results and financial position[32](index=32&type=chunk) - HKFRS 18 (Presentation and Disclosure in Financial Statements), effective January 1, 2027, is expected to have a broad impact on presentation and disclosure, particularly regarding statements of financial performance and management-defined performance measures[36](index=36&type=chunk) [Basis of Preparation](index=15&type=section&id=Basis%20of%20Preparation) The consolidated financial statements are prepared on a historical cost basis, except for investment properties, with the Board deeming the going concern basis appropriate despite significant uncertainties due to net loss and net current liabilities - The consolidated financial statements are prepared on a historical cost basis, except for investment properties which are measured at fair value[38](index=38&type=chunk) - The Group recorded a net loss of **HKD 58,536,000** for FY2024, and as of that date, had net current liabilities and net liabilities of **HKD 235,488,000** and **HKD 69,160,000** respectively, indicating a material uncertainty that may cast significant doubt on its ability to continue as a going concern[38](index=38&type=chunk)[40](index=40&type=chunk) - The Board has considered various plans and measures, including the renewal of bank and other borrowings, extension of loan repayment dates, and unutilized bank credit facilities, and believes that the preparation of the consolidated financial statements on a going concern basis is appropriate[38](index=38&type=chunk)[42](index=42&type=chunk) - The Company's functional currency is US Dollars, and the consolidated financial statements are presented in Hong Kong Dollars[41](index=41&type=chunk) [Segment Information](index=17&type=section&id=Segment%20Information) The Group's operating segments include media entertainment platform-related products, other multimedia products, and satellite TV equipment and antenna products, with media entertainment products showing significant revenue growth in 2024 - The Group's operating segments include media entertainment platform-related products, other multimedia products, and satellite TV equipment and antenna products[44](index=44&type=chunk)[45](index=45&type=chunk)[46](index=46&type=chunk) Revenue and Results by Segment | Segment | 2024 Revenue (HKD Thousands) | 2023 Revenue (HKD Thousands) | 2024 Segment Results (HKD Thousands) | 2023 Segment Results (HKD Thousands) | | :--- | :--- | :--- | :--- | :--- | | Media Entertainment Platform-Related Products | 169,268 | 97,454 | 12,330 | 3,552 | | Other Multimedia Products | 102,752 | 100,332 | 6,091 | 15,690 | | Satellite TV Equipment and Antenna Products | 376,669 | 364,249 | 18,773 | 30,393 | | **Total** | **648,689** | **562,035** | **37,194** | **49,635** | [Income Tax Expense / (Credit)](index=20&type=section&id=Income%20Tax%20Expense%20%2F%20%28Credit%29) The Group recorded an income tax expense of **HKD 22.3 million** in 2024, compared to a credit in 2023, with applicable tax rates varying by region, including **25% in China**, **16.5% in Hong Kong** (tax-exempt due to losses), and **21% federal plus 6% state tax in the US** Income Tax Expense / (Credit) | Indicator | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | Current Tax | 2,421 | 3,142 | | Over-provision in Prior Years | (1,991) | (983) | | Deferred Tax | 21,874 | (6,285) | | **Total** | **22,304** | **(4,126)** | - The corporate income tax rate applicable to subsidiaries in China is **25%**[50](index=50&type=chunk) - Hong Kong profits tax rate is **16.5%**, but no tax is payable as entities operating in Hong Kong generated tax losses[51](index=51&type=chunk) - US subsidiaries are subject to federal income tax at **21%** and state income tax at **6%**[52](index=52&type=chunk) [Loss for the Year](index=21&type=section&id=Loss%20for%20the%20Year) The loss for the year includes various expenses such as employee benefits, cost of inventories sold, expected credit loss provisions for financial assets, and depreciation, notably with zero inventory write-downs and a reversal of inventory provision in 2024 Major Deductions / (Additions) to Loss for the Year | Item | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | Total Employee Benefit Expenses | 75,374 | 84,783 | | Cost of Inventories Recognized as Expense | 584,490 | 488,427 | | Write-down of Inventories | – | 3,423 | | Reversal of Inventory Provision | (4,445) | (675) | | Expected Credit Loss Provision for Financial Assets | 12,406 | 11,886 | | Depreciation of Property, Plant and Equipment | 9,408 | 9,441 | | Depreciation of Right-of-Use Assets | 11,580 | 7,191 | | Amortization of Intangible Assets | 536 | 376 | [Dividends](index=22&type=section&id=Dividends) The Board resolved not to recommend the payment of interim and final dividends for the year ended December 31, 2024 - The Board resolved not to recommend the payment of interim and final dividends for the year ended December 31, 2024 (2023: nil)[56](index=56&type=chunk) [Loss Per Share](index=22&type=section&id=Loss%20Per%20Share) The Company's basic and diluted loss per share for 2024 was **2.48 HK cents**, a significant reduction from **14.75 HK cents in 2023**, with diluted loss per share being the same as basic due to no potential dilutive ordinary shares Loss Per Share | Indicator | 2024 (HK cents) | 2023 (HK cents) | | :--- | :--- | :--- | | Basic Loss Per Share | (2.48) | (14.75) | | Diluted Loss Per Share | (2.48) | (14.75) | - The weighted average number of ordinary shares used in the calculation of basic loss per share increased in 2023 due to a rights issue[57](index=57&type=chunk) - As there were no potential dilutive ordinary shares for both years, the diluted loss per share was the same as the basic loss per share[60](index=60&type=chunk) [Amounts Due from an Associate / Loans to an Associate](index=23&type=section&id=Amounts%20Due%20from%20an%20Associate%20%2F%20Loans%20to%20an%20Associate) The Group's loans to and trade receivables from an associate both decreased, with corresponding expected credit loss provisions recognized, and the loans are unsecured, fixed-rate, while trade receivables are unsecured and non-interest bearing Amounts Due from an Associate and Loans | Item | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | Loans to an Associate | 14,617 | 19,579 | | Trade Receivables | 25,595 | 33,923 | | Interest Receivable on Loans | 2,698 | 2,761 | | **Total Amounts Due from an Associate** | **28,293** | **36,684** | - The Group recognized an expected credit loss provision of **HKD 9,834,000** (2023: **HKD 2,105,000**) for trade receivables due from an associate and **HKD 4,962,000** (2023: **HKD 1,224,000**) for loans to an associate[61](index=61&type=chunk) - The loans to an associate are unsecured, bear interest at a fixed annual rate of **4.75%**, and are due on December 31, 2025[62](index=62&type=chunk) [Trade and Bills Receivables and Other Receivables](index=23&type=section&id=Trade%20and%20Bills%20Receivables%20and%20Other%20Receivables) The Group's total trade and other receivables decreased, with a significant portion of receivables outstanding for over **180 days**, and a reversal of expected credit loss provision for trade receivables was recognized in 2024 Trade and Bills Receivables and Other Receivables | Item | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | Trade and Bills Receivables | 90,244 | 107,777 | | Other Receivables | 133,358 | 137,820 | | **Total** | **223,602** | **245,597** | | Less: Loss Allowance | (118,759) | (131,204) | Aging Analysis of Trade and Bills Receivables | Aging | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | 0 to 30 days | 82,038 | 15,873 | | 31 to 90 days | 9,097 | 59,862 | | 91 to 180 days | 2,454 | 28,496 | | Over 180 days | 115,414 | 134,750 | - The Group recognized a reversal of expected credit loss provision for trade receivables of **HKD 2,390,000** for the current year (2023: expected credit loss provision of **HKD 8,557,000**)[63](index=63&type=chunk) [Trade and Bills Payables and Other Payables](index=25&type=section&id=Trade%20and%20Bills%20Payables%20and%20Other%20Payables) The Group's total trade and other payables increased, with an average credit period of **90 days**, and the largest proportion of payables falling within the **0 to 30-day** aging category Trade and Bills Payables and Other Payables | Item | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | Trade Payables | 174,898 | 174,406 | | Bills Payables | 823 | 1,489 | | Deposits Received | 64,795 | 66,211 | | Other Payables and Accruals | 147,983 | 100,844 | | **Total** | **388,499** | **342,950** | Aging Analysis of Trade and Bills Payables | Aging | 2024 (HKD Thousands) | 2023 (HKD Thousands) | | :--- | :--- | :--- | | 0 to 30 days | 123,310 | 112,037 | | 31 to 90 days | 8,281 | 10,970 | | 91 to 360 days | 15,255 | 30,042 | | Over 360 days | 28,875 | 22,846 | - The average credit period for goods purchased is **90 days**[64](index=64&type=chunk) [Other Disclosures](index=26&type=section&id=Other%20Disclosures) This section covers the Group's financial condition review, contingent liabilities, litigation, dividends, human resources, significant investments, corporate governance, and audit-related matters [Review of Financial Position](index=26&type=section&id=Review%20of%20Financial%20Position) The Group's cash and cash equivalents slightly decreased, while the current ratio and gearing ratio deteriorated, with a significant increase in short-term borrowings, and assets are extensively pledged to secure bank facilities Liquidity and Financial Resources | Indicator | 2024 (HKD) | 2023 (HKD) | | :--- | :--- | :--- | | Cash and Cash Equivalents | 64,600,000 | 69,400,000 | | Current Ratio | 0.65 | 1.02 | | Total Borrowings | 398,100,000 | 421,600,000 | | Borrowings Due Within One Year | 219,000,000 | 87,200,000 | | Gearing Ratio | 46.28% | 49.79% | - Approximately **44.0%** of the Group's bank and other borrowings are denominated in US Dollars, with the remainder in RMB, Vietnamese Dong, and New Taiwan Dollars, bearing effective annual interest rates ranging from **2.00% to 12.00%**[65](index=65&type=chunk) - The Group's general banking facilities are secured by bank deposits, property, plant and equipment, investment properties, trade receivables, inventories, and equity interests in Bo Bai Technology Co, Ltd[66](index=66&type=chunk) - The Group faces foreign currency exchange risk, but management believes the recent depreciation pressure on RMB is manageable and will continue to assess foreign exchange risk[67](index=67&type=chunk) [Contingent Liabilities](index=27&type=section&id=Contingent%20Liabilities) The Group provides bank guarantees for property buyers' mortgage arrangements, with the guaranteed amount significantly increasing, but the directors consider the fair value and expected credit loss of these guarantees to be immaterial Contingent Liabilities (Bank Guarantees) | Indicator | 2024 (HKD) | 2023 (HKD) | | :--- | :--- | :--- | | Guaranteed Amount | 136,230,000 | 42,493,000 | - The directors believe that the fair value of these financing guarantees given to buyers was not material at initial recognition, and the expected credit loss at the end of the reporting period is not material[68](index=68&type=chunk) [Litigation](index=27&type=section&id=Litigation) The Group faces a lawsuit in India from a minority shareholder alleging oppression or mismanagement, but the Board, after legal consultation, believes the likelihood of significant loss is low, thus no provision has been made - Aggressive Digital Systems Private Ltd., a non-wholly owned subsidiary of the Company, faces a lawsuit in India initiated by a minority shareholder alleging oppression or mismanagement[69](index=69&type=chunk) - After consulting legal counsel, the Board believes that the likelihood of the Group incurring any significant loss from this litigation is low, and therefore no provision has been made[69](index=69&type=chunk) [Final Dividend](index=28&type=section&id=Final%20Dividend) The Board resolved not to declare a final dividend for the year ended December 31, 2024 - The Board resolved not to declare a final dividend for the year ended December 31, 2024 (2023: nil)[70](index=70&type=chunk) [Human Resources and Remuneration Policy](index=28&type=section&id=Human%20Resources%20and%20Remuneration%20Policy) As of the end of 2024, the Group's full-time employee count increased to **1,116**, with remuneration based on performance and responsibilities, and directors' and senior management's remuneration is regularly reviewed Number of Full-time Employees | Year | Number of Employees | | :--- | :--- | | 2024 | 1,116 | | 2023 | 1,054 | - Employee remuneration is determined based on employee performance and responsibilities, and training related to workplace health and safety is provided[71](index=71&type=chunk) - Directors and senior management receive remuneration in the form of salaries, benefits in kind, and/or discretionary bonuses linked to the Group's performance, which are regularly reviewed[71](index=71&type=chunk) [Significant Investments Held and Future Plans for Material Investments or Capital Assets](index=28&type=section&id=Significant%20Investments%20Held%20and%20Future%20Plans%20for%20Material%20Investments%20or%20Capital%20Assets) The Company has no significant investment plans beyond disclosed matters; following the MyHD equity sale, substantial overdue loans and guarantees remain, and the Zhongshan industrial land is being redeveloped with Huasuan involving equity and land pledges [Disposal of Entire Interest in MyHD and Continuation of Loans and Guarantees](index=28&type=section&id=Disposal%20of%20Entire%20Interest%20in%20MyHD%20and%20Continuation%20of%20Loans%20and%20Guarantees) The Company disposed of its **51% interest in MyHD** for a nominal consideration in 2019 but remains obligated for existing loans to the target company and MyHD, with overdue loans totaling **USD 132.02 million** fully impaired, and a maximum guarantee of **USD 3.5 million** - The Company disposed of its **51% interest in MyHD** in 2019 but remains obligated to advance loans to the target company and MyHD under existing arrangements[73](index=73&type=chunk)[74](index=74&type=chunk) MyHD Related Overdue Loans (as of December 31, 2024) | Item | Amount (USD) | | :--- | :--- | | Outstanding Principal Amount | 71,298,000 | | Accrued Interest | 60,725,000 | | **Total** | **132,023,000** | - The Company fully impaired these receivables with a provision of **HKD 646,366,000** as of December 31, 2019, and no interest income has been recognized due to the extremely low recoverability[75](index=75&type=chunk) - The Company provided a guarantee to MyHD for a maximum amount of **USD 3,500,000** (approximately **HKD 27,332,000**), and a financial guarantee provision has been recognized[75](index=75&type=chunk) [Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures](index=30&type=section&id=Material%20Acquisitions%20and%20Disposals%20of%20Subsidiaries%2C%20Associates%20and%20Joint%20Ventures) For the year ended December 31, 2024, the Group had no material acquisitions or disposals of subsidiaries, associates, and joint ventures other than those disclosed - For the year ended December 31, 2024, the Group had no material acquisitions or disposals of subsidiaries, associates, and joint ventures[76](index=76&type=chunk) [Cooperation Agreement and Joint Venture Agreement for Redevelopment](index=30&type=section&id=Cooperation%20Agreement%20and%20Joint%20Venture%20Agreement%20for%20Redevelopment) The Group is collaborating with Huasuan to redevelop Zhongshan industrial land into a precision intelligent manufacturing and R&D innovation center, with Huasuan providing **RMB 60 million** as a cooperation deposit and collateral, and the joint venture allocating new building areas based on agreed proportions - The Group entered into a cooperation agreement with Huasuan to redevelop industrial land in Zhongshan City, China, into a landmark precision intelligent manufacturing center and R&D innovation center[77](index=77&type=chunk)[79](index=79&type=chunk) - Huasuan has paid the Group a cooperation deposit of **RMB 60,000,000** as a guarantee, secured by **100% equity interest in Zhongshan Sandmartin** and one of the three land parcels within the land[78](index=78&type=chunk) - The Group and Huasuan established an unincorporated joint venture, with the Group providing the land and Huasuan responsible for funding all redevelopment costs, and the new building areas are allocated at a ratio of **20% for the Group** and **80% for Huasuan** (with additional special allocation terms)[79](index=79&type=chunk)[81](index=81&type=chunk) - For the year ended December 31, 2024, a fair value change of **HKD 87,880,000** was recognized in profit or loss for investment properties under joint operation[82](index=82&type=chunk) [Compliance with Corporate Governance Code](index=33&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The Company has applied and complied with the mandatory disclosure requirements and code provisions of the Corporate Governance Code, with a deviation noted due to non-executive directors' absence from the AGM - The Company has applied and complied with the mandatory disclosure requirements and code provisions of the Corporate Governance Code[84](index=84&type=chunk) - Mr. Kwok Yan Ho, the Non-executive Director and Chairman of the Board, and Mr. Ng Ka Ming and Mr. Lo Ming Hin, the Independent Non-executive Directors, were unable to attend the Company's Annual General Meeting held on June 7, 2024, due to their respective other commitments[84](index=84&type=chunk) [Purchase, Sale or Redemption of Shares](index=33&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20Shares) For the year ended December 31, 2024, neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities, and the Company held no treasury shares - For the year ended December 31, 2024, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[85](index=85&type=chunk) - As of December 31, 2024, the Company held no treasury shares[86](index=86&type=chunk) [Compliance with the Model Code for Securities Transactions by Directors](index=33&type=section&id=Compliance%20with%20the%20Model%20Code%20for%20Securities%20Transactions%20by%20Directors) The Company adopted the Model Code for Securities Transactions by Directors of Listed Issuers, and all directors confirmed compliance with its standards for the year ended December 31, 2024 - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as the code of conduct for directors' dealings in the Company's securities[87](index=87&type=chunk) - Following specific enquiries, all directors confirmed that they had complied with the required standards set out in the Model Code regarding securities transactions for the year ended December 31, 2024[87](index=87&type=chunk) [Review of Annual Results](index=34&type=section&id=Review%20of%20Annual%20Results) The auditor has confirmed the consistency of the consolidated financial results in this announcement with the audited consolidated financial statements, which have also been reviewed by the Audit Committee - The auditor, BDO Limited, has confirmed that the consolidated financial results of the Group for the year ended December 31, 2024, as set out in this announcement, are consistent with the amounts in the audited consolidated financial statements[88](index=88&type=chunk) - The Company's Audit Committee has reviewed the Group's audited consolidated financial statements for the year ended December 31, 2024[89](index=89&type=chunk) [Excerpt from Independent Auditor's Report](index=34&type=section&id=Excerpt%20from%20Independent%20Auditor%27s%20Report) The auditor issued a true and fair opinion on the Group's consolidated financial statements but highlighted significant uncertainties related to going concern [Opinion](index=34&type=section&id=Opinion) The auditor believes the consolidated financial statements fairly present the Group's consolidated financial position as of December 31, 2024, and its consolidated financial performance and cash flows for the year then ended, in accordance with HKFRS - The auditor believes that the consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Group as of December 31, 2024, and its consolidated financial performance and consolidated cash flows for the year then ended, in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants[91](index=91&type=chunk) [Material Uncertainty Related to Going Concern](index=35&type=section&id=Material%20Uncertainty%20Related%20to%20Going%20Concern) The auditor drew attention to the Group's **HKD 58.5 million net loss** for 2024, **HKD 235.5 million net current liabilities**, and **HKD 69.2 million net liabilities**, indicating a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern, without modifying their opinion - The Group incurred a net loss of **HKD 58,536,000** for the year ended December 31, 2024, and as of that date, the Group's current liabilities exceeded its current assets by **HKD 235,488,000** and had net liabilities of **HKD 69,160,000**[92](index=92&type=chunk) - These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern[92](index=92&type=chunk) - The auditor did not modify their opinion in respect of this matter[92](index=92&type=chunk) [Delay in Publication of 2024 Annual Results Announcement](index=35&type=section&id=Delay%20in%20Publication%20of%202024%20Annual%20Results%20Announcement) The Company's delay in publishing the 2024 annual results announcement was primarily due to audit procedure delays at overseas subsidiary Yongchen Technology, caused by staff turnover, information delays, and changes in audit methodology - The Company was unable to publish its 2024 annual results announcement on time, primarily due to delays in the audit procedures of certain overseas subsidiaries (Yongchen Technology Co, Ltd)[93](index=93&type=chunk)[94](index=94&type=chunk) - The reasons for the delay include staff turnover in the component's finance department, failure to recruit suitable personnel in a timely manner, and the growth of the Indian subsidiary's business leading to a change in audit methodology from high-level analytical review to a more comprehensive audit procedure[95](index=95&type=chunk) - The delay in the Group's audit process is procedural in nature and does not indicate any substantive accounting or financial reporting issues within the Group[95](index=95&type=chunk) [Publication of Annual Results Announcement](index=36&type=section&id=Publication%20of%20Annual%20Results%20Announcement) This annual results announcement has been published on the Company's website and the Stock Exchange website - This annual results announcement is published on the Company's website (www.sandmartin.com.hk) and the Stock Exchange website (www.hkexnews.hk)[96](index=96&type=chunk) [Delay in Despatch of 2024 Annual Report and Publication of Environmental, Social and Governance Report](index=37&type=section&id=Delay%20in%20Despatch%20of%202024%20Annual%20Report%20and%20Publication%20of%20Environmental%2C%20Social%20and%20Governance%20Report) Due to the delayed publication of the 2024 annual results announcement, the despatch and publication dates for the 2024 annual report and Environmental, Social and Governance Report will be postponed - Due to the delay in publishing the 2024 annual results announcement, the Company's 2024 annual report and Environmental, Social and Governance Report will not be despatched or published before April 30, 2025[97](index=97&type=chunk) [Delay in Publication of 2025 Interim Results Announcement and Despatch of 2025 Interim Report](index=37&type=section&id=Delay%20in%20Publication%20of%202025%20Interim%20Results%20Announcement%20and%20Despatch%20of%202025%20Interim%20Report) As the 2024 annual results announcement has not yet been published, the publication and despatch dates for the 2025 interim results announcement and interim report will also be postponed until late September 2025 or later - As the 2024 annual results announcement has not yet been published, the Company will not publish its preliminary announcement of 2025 interim results before August 31, 2025, and it is expected to be postponed until on or before the end of September 2025[98](index=98&type=chunk) - The despatch of the 2025 interim report will also be delayed until after September 30, 2025[98](index=98&type=chunk) [Continued Suspension of Trading in Shares](index=37&type=section&id=Continued%20Suspension%20of%20Trading%20in%20Shares) Trading in the Company's shares has been suspended on the Stock Exchange since April 1, 2025, and will remain suspended until the resumption guidance is fulfilled - Trading in the Company's shares on the Stock Exchange has been suspended since 9:00 a.m. on April 1, 2025, and will continue to be suspended until further notice, pending the Company''s fulfillment of the resumption guidance[99](index=99&type=chunk) [Board of Directors](index=38&type=section&id=Board%20of%20Directors) The Company's Board of Directors includes executive directors Mr. Hung Chung Chun and Mr. Chan Wai Kwan, non-executive director and Chairman Mr. Kwok Yan Ho, and independent non-executive directors Mr. Lo Ming Hin, Ms. Chan Wai Hei, and Mr. Ng Ka Ming - Executive Directors: Mr. Hung Chung Chun and Mr. Chan Wai Kwan[102](index=102&type=chunk) - Non-executive Director: Mr. Kwok Yan Ho (Chairman)[102](index=102&type=chunk) - Independent Non-executive Directors: Mr. Lo Ming Hin, Ms. Chan Wai Hei and Mr. Ng Ka Ming[102](index=102&type=chunk)

Interim Report 2025 HG Semiconductor Limited 宏光半導體有限公司 （於開曼群島註冊成立的有限公司） 股份代號：6908 中期 報告 2025 HG Semiconductor Limited 宏光半導體有限公司 (incorporated in the Cayman Islands with limited liability) Stock Code: 6908 中期報告 HG Semiconductor Limited 宏光半導體有限公司 INTERIM REPORT 2025 目 錄 2 公司資料 4 簡明綜合損益及其他全面收益表 5 簡明綜合財務狀況表 6 簡明綜合權益變動表 7 簡明綜合現金流量表 9 簡明綜合財務報表附註 31 管理層討論與分析 公司資料 董事 執行董事 徐志宏博士 （主席） 趙奕文先生 李陽先生 梁健鵬先生 （於二零二五年一月七日罷免） 鄒海燕先生 蕭妙文先生， MH 劉皖文女士 審核委員會 鄒海燕先生 （主席） 蕭妙文先生， MH 劉皖文女士 提名委員會 徐志宏博士 （主席） 鄒海燕先生 蕭妙文先生， MH 劉皖文女士 （於二零二五年六 ...

Financial Performance - The company's operating revenue for the first half of the year reached RMB 212,091,238 thousand, representing a year-on-year increase of 9.18% compared to RMB 194,261,759 thousand in the same period last year[29]. - The total profit for the reporting period was RMB 6,562,291 thousand, up 5.49% from RMB 6,220,555 thousand in the previous year[29]. - The net profit attributable to shareholders of the listed company was RMB 2,801,838 thousand, a slight increase of 0.72% from RMB 2,781,881 thousand year-on-year[29]. - The net cash flow from operating activities was negative at RMB -13,400,893 thousand, an improvement from RMB -14,514,997 thousand in the previous year[29]. - The total assets at the end of the reporting period were RMB 938,735,064 thousand, reflecting an 8.02% increase from RMB 869,004,776 thousand at the end of the previous year[29]. - The net assets attributable to shareholders of the listed company increased to RMB 117,990,852 thousand, a growth of 1.71% from RMB 116,011,181 thousand[29]. - The basic earnings per share remained stable at RMB 0.063, while the diluted earnings per share also stood at RMB 0.063[30]. - The weighted average return on net assets decreased by 0.15 percentage points to 2.41% compared to the previous year[30]. - The company reported non-recurring gains and losses totaling RMB 280,455 thousand, after accounting for tax effects and minority interests[34]. Strategic Initiatives - The company is committed to innovation and green development, aligning with its strategic goals for the future[1]. - The company aims to establish a "Four New" alliance focusing on new energy, new infrastructure, new industries, and new materials, initiated in November 2023[21]. - The "1466" strategy emphasizes becoming a world-class energy integration solution provider and enhancing core competitiveness through six major breakthroughs[21]. - The company reported a significant focus on green and low-carbon transformation, aligning with national energy revolution goals[21]. - The establishment of a new energy international investment alliance in June 2018 aims to enhance China's influence in the global clean energy sector[21]. - The company is actively involved in the supply chain alliance to improve management efficiency and resource stability in the construction industry[21]. - The new energy storage alliance, launched in November 2023, aims to innovate and lead the industry in energy storage technology[21]. - The company is committed to digital intelligence and shared integration as part of its transformation strategy[21]. - The focus on public-private partnerships (PPP) aims to enhance public service efficiency through collaboration with social capital[21]. - The company is dedicated to promoting the integration of energy networks, transportation networks, and digital networks to support sustainable development[21]. - The company emphasizes the importance of technological innovation and resource sharing to drive high-quality development in the energy sector[21]. Market and Industry Trends - The company operates in a stable economic environment, with China's GDP growing by 5.3% year-on-year in the first half of 2025, indicating a positive outlook for the industry[38]. - In the first half of 2025, new installed capacity for wind power reached 51.39 million kW, solar power 212 million kW, and biomass power 710,000 kW, with year-on-year growth of 22.7%, 54.2%, and 3% respectively[40]. - The total investment in the hydrogen energy sector in the first half of 2025 was approximately RMB 230.4 billion, a year-on-year decrease of 40.2%[40]. - New energy storage capacity reached 94.91 million kW (222 million kWh) in the first half of 2025, an increase of about 29% compared to the end of 2024[41]. - The total investment in national power engineering in the first half of 2025 was RMB 363.5 billion, a year-on-year increase of 5.9%[43]. - The total investment in the national grid engineering was RMB 291.1 billion, a year-on-year increase of 14.6%[43]. - In the first half of 2025, the total cross-regional electricity transmission reached 436.6 billion kWh, a year-on-year increase of 11.8%[43]. - The total investment in water conservancy construction in the first half of 2025 was RMB 532.9 billion, with 34,400 water projects implemented[45]. Corporate Governance and Compliance - The report complies with the disclosure requirements of the Shanghai and Hong Kong stock exchanges[10]. - The company emphasizes the importance of risk awareness regarding forward-looking statements and future plans[8]. - There are no instances of non-operational fund occupation by controlling shareholders or related parties reported[9]. - The company has not violated decision-making procedures in providing guarantees[9]. - The company has conducted related party transactions in compliance with the Hong Kong Listing Rules and Shanghai Stock Exchange Listing Rules[155]. - The company guarantees that all assets are under its control and will not illegally occupy funds or assets[152]. - The company has committed to independent financial decision-making and tax obligations[152]. - The company has outlined plans for future compliance with new regulations from the China Securities Regulatory Commission regarding performance compensation measures[151]. Investment and Financing Activities - The company plans to raise up to RMB 9 billion through a private placement to invest in multiple renewable energy projects, including a 300 MW compressed air energy storage project in Hubei[119]. - The company completed external investments totaling RMB 41.2 billion during the reporting period, with RMB 15.3 billion allocated to new energy and integrated smart energy businesses[96]. - The company signed new contracts worth RMB 174.1 billion in the surveying, design, and consulting business in the first half of 2025, reflecting a year-on-year growth of 52.1%[50]. - The engineering construction business of the company reported new contracts worth RMB 717.04 billion in the first half of 2025, marking a year-on-year increase of 9.2%[51]. - The company’s strategic emerging industries revenue increased by 14.6% year-on-year in the first half of 2025, accounting for 37.3% of total revenue[64]. Human Resources and Training - The company has conducted extensive training programs covering over 600,000 participants to enhance employee skills and capabilities[116]. - The company has organized numerous training sessions, including specialized programs in artificial intelligence, to foster technological innovation[116]. - The company has appointed new executives, including two vice presidents, to strengthen its management team[123]. Shareholder and Equity Information - The total number of ordinary shareholders as of the end of the reporting period is 334,967[192]. - China Energy Engineering Group holds 18,847,137,078 shares, accounting for 45.21% of the total shares[194]. - The company’s total share capital structure remained unchanged during the reporting period[189]. - The largest shareholder, China Energy Engineering Group, plans to increase its shareholding by April 14, 2025[198]. - The ownership structure indicates significant control by major shareholders, with various entities holding substantial stakes in both A and H shares[200].

[Announcement Overview](index=1&type=section&id=Announcement%20Overview) This section provides an overview of the announcement's purpose and scope, detailing its supplementary nature to the 2024 annual report [Purpose and Scope of Announcement](index=1&type=section&id=Purpose%20and%20Scope%20of%20Announcement) This announcement supplements the 2024 annual report, providing additional details on continuing connected transactions and the share option scheme - This announcement supplements the 2024 annual report published on April 30, 2025[3](index=3&type=chunk) - The supplementary content primarily concerns additional information on continuing connected transactions and the share option scheme[4](index=4&type=chunk)[5](index=5&type=chunk) - All other information and content of the annual report remain unchanged, except as disclosed herein[5](index=5&type=chunk) [Supplemental Disclosures](index=1&type=section&id=Supplemental%20Disclosures) This section details the independent non-executive directors' and auditors' review of continuing connected transactions and the share option scheme [Continuing Connected Transactions](index=1&type=section&id=Continuing%20Connected%20Transactions) Independent non-executive directors and auditors confirmed continuing connected transactions comply with normal business terms, shareholder interests, and annual caps - Independent non-executive directors confirmed continuing connected transactions were entered into in the ordinary course of business, on normal commercial terms or better, and are fair, reasonable, and in the best interests of shareholders[4](index=4&type=chunk) - The company's auditors reported on continuing connected transactions in accordance with HKSAE 3000 (Revised) and Practice Note 740 (Revised), issuing an unqualified opinion letter[4](index=4&type=chunk) - Auditors confirmed no matters suggesting continuing connected transactions were (i) not approved by the board, (ii) not conducted in all material respects according to pricing policies, (iii) not conducted in all material respects according to governing agreements, or (iv) exceeded the company's annual caps[5](index=5&type=chunk)[8](index=8&type=chunk) [Share Option Scheme](index=2&type=section&id=Share%20Option%20Scheme) The share option scheme had 20,000,000 options available for grant as of year-end 2023 and 2024, representing 2.78% of issued shares Share Options Available for Grant | Metric | December 31, 2023 | December 31, 2024 | | :--- | :--- | :--- | | Total Share Options Available for Grant (shares) | 20,000,000 | 20,000,000 | - As of the annual report date, the total number of shares available for issue under the share option scheme represented approximately **2.78%** of the company's total issued shares (excluding treasury shares)[5](index=5&type=chunk) [Other Information](index=2&type=section&id=Other%20Information) This section outlines the current composition of the Board of Directors, including executive and independent non-executive members [Board Composition](index=2&type=section&id=Board%20Composition) As of the announcement date, the Board of Directors consists of four executive directors and four independent non-executive directors - The Board of Directors comprises executive directors Mr. Chan Wah, Mr. Lam Kam Kwong, Mr. Chung Man Lung, and Mr. Sun Jin Gang[7](index=7&type=chunk) - The Board of Directors comprises independent non-executive directors Mr. Au Hei Ching, Mr. Li Cheong Yue, Mr. Wong Chun Ming, and Ms. Chow Siu Chun[7](index=7&type=chunk)

[Annual Performance Summary](index=1&type=section&id=Annual%20Performance%20Summary) Summarizes the Group's annual financial performance, key metrics, profit growth, and dividend distributions [Financial Highlights](index=1&type=section&id=Financial%20Highlights) Presents key financial metrics for the year, indicating stable revenue, significant profit growth, and increased EPS and total dividends | Indicator | 2025 (HKD million) | 2024 (HKD million) | Increase (%) | | :--- | :--- | :--- | :--- | | Revenue | 4,829 | 4,838 | - | | Gross Profit | 1,119 | 1,013 | 10% | | Profit for the Year | 303 | 201 | 51% | | Basic Earnings Per Share (HKD) | 1.29 | 0.85 | 52% | | Total Dividends Per Share (HKD) | 0.48 | 0.40 | 20% | | Total Equity (End of Period) | 3,140 | 2,904 | 8% | [Financial Performance](index=1&type=section&id=Financial%20Performance) The Group maintained stable revenue in FY2025, with significant improvements in both gross and net profit margins, leading to a substantial 51% increase in profit for the year - Revenue was **HKD 4,829 million**, largely consistent with the previous year[4](index=4&type=chunk) - Gross profit margin increased by **2.3 percentage points to 23.2%**, primarily due to favorable raw material costs, optimized sales mix, and improved production efficiency[4](index=4&type=chunk) - Net profit margin increased by **2.2 percentage points to 6.3%**, with profit for the year growing by **51% to HKD 303 million**[4](index=4&type=chunk) [Dividend Policy and Distribution](index=2&type=section&id=Dividend%20Policy%20and%20Distribution) The Board recommends a final dividend of HKD 0.33 per share, bringing the total annual dividend to HKD 0.48 per share, a 20% increase from the previous year - A final dividend of **HKD 0.33 per share** (2024: HKD 0.27) is proposed, totaling approximately **HKD 80,307,000**[5](index=5&type=chunk) - Including the interim dividend of **HKD 0.15 per share** (2024: HKD 0.13), the total dividend for the year is **HKD 0.48 per share** (2024: HKD 0.40), amounting to approximately **HKD 116,810,000**[5](index=5&type=chunk) - The final dividend is expected to be paid on **December 4, 2025**[5](index=5&type=chunk) [Business Review](index=2&type=section&id=Business%20Review) This section reviews the Group's operational performance across its segments, detailing strategic responses to market conditions, segment-specific achievements, and future strategic priorities [Overall Business Overview](index=2&type=section&id=Overall%20Business%20Overview) Amidst a sluggish market and intense competition, the Group maintained sales and profit margins through selective price adjustments, flexible procurement, and prudent operational expense management, while investing in talent, digital, and R&D infrastructure for long-term growth - Faced a sluggish market, consumption downgrade, and intense market competition[6](index=6&type=chunk) - Implemented selective price adjustments, flexible procurement strategies, and prudent operational expense management to safeguard profit margins[6](index=6&type=chunk) - Actively promoted talent pool, digital, and R&D infrastructure development, and explored new product R&D[6](index=6&type=chunk) [Food Segment](index=2&type=section&id=Food%20Segment) The Food segment's revenue slightly decreased by 2%, but operating profit significantly grew by 55%, driven by premiumization in flour, substantial growth in specialty fats, and resilient performance of edible oils in the Hong Kong market - Food segment revenue was **HKD 3,946 million**, a slight decrease of **2%** from the previous year[7](index=7&type=chunk) - Operating profit significantly increased by **55% to HKD 293 million**[7](index=7&type=chunk) [Flour Business](index=2&type=section&id=Flour%20Business) The Flour business maintained resilience in a weak market by focusing on premium products and customized solutions, successfully launched highland barley premix, and reorganized its mainland China sales and technical teams to adapt to market changes - Flour business maintained resilience by focusing on premium products and customized solutions[7](index=7&type=chunk) - Collaborated with industry-leading enterprises to launch highland barley premix, gaining market favor[7](index=7&type=chunk) - Reorganized mainland China sales and technical teams to enhance responsiveness to customer needs[7](index=7&type=chunk) [Specialty Fats Business](index=2&type=section&id=Specialty%20Fats%20Business) The Specialty Fats business showed strong momentum with significant growth in both sales and profit margins, leveraging synergies with the flour distribution platform to offer combined and customized solutions, further solidifying its market position - Specialty fats business achieved **significant growth in both sales and profit margins**, becoming a key growth driver[7](index=7&type=chunk) - Leveraged synergies with the flour distribution and technical platform to offer combined and customized solutions[7](index=7&type=chunk) [Edible Oils Business](index=3&type=section&id=Edible%20Oils%20Business) The Edible Oils business gained financial flexibility from reduced input cost pressure, adopted flexible pricing and expanded e-commerce/O2O channels in mainland China to boost sales, and achieved sales and market share growth in Hong Kong, demonstrating the resilience of the Knife brand - Reduced input cost pressure enhanced financial flexibility[8](index=8&type=chunk) - Adopted flexible pricing strategies and utilized e-commerce and O2O platforms to boost sales in mainland China[8](index=8&type=chunk) - Achieved sales and market share growth in the Hong Kong market, demonstrating the resilience of the Knife brand[8](index=8&type=chunk) [Home Care Segment](index=3&type=section&id=Home%20Care%20Segment) The Home Care segment saw a 9% revenue increase and 5% operating profit growth, enhancing profitability through supply chain optimization and streamlined marketing investments, while focusing on strategic non-core product innovation and mainland China market expansion, with a new Guangzhou factory project underway - Home Care segment revenue increased by **9% to HKD 883 million**, with operating profit increasing by **5% to HKD 88 million**[9](index=9&type=chunk) - Enhanced profitability through supply chain optimization and streamlined marketing investments[9](index=9&type=chunk) - Focused on non-core but strategically significant product innovation and expansion into the mainland China market[9](index=9&type=chunk) - A new factory project in Conghua District, Guangzhou, is underway, which will improve production efficiency, expand capacity, and fulfill ESG commitments[9](index=9&type=chunk) [Outlook](index=3&type=section&id=Outlook) The Group's future strategic focus is clear, emphasizing continuous product innovation, digital transformation, enhanced procurement and supply chain management, and leadership talent development to reduce commodity elements, strengthen competitiveness, and achieve sustainable long-term growth - Strategic focus includes driving product innovation, maintaining digital transformation momentum, strengthening procurement and supply chain practices, and continuously developing leadership capabilities and talent[10](index=10&type=chunk) - Aims to reduce the commodity elements of the business, enhance competitiveness, and foster sustainable long-term growth[10](index=10&type=chunk) [Financial Review](index=4&type=section&id=Financial%20Review) This section examines the Group's financial health, including liquidity, risk management strategies, capital allocation, and human capital management [Liquidity and Financial Resources](index=4&type=section&id=Liquidity%20and%20Financial%20Resources) As of June 30, 2025, the Group's cash balance increased to HKD 1,916 million, undrawn banking facilities remained stable, and management considers liquidity and financial position robust enough to meet daily operations and capital expenditures - Cash balance increased to **HKD 1,916 million** (2024: HKD 1,706 million)[11](index=11&type=chunk) - Undrawn banking facilities were **HKD 589 million** (2024: HKD 585 million)[11](index=11&type=chunk) - Inventory turnover days were **81 days** (2024: 67 days), and trade receivables turnover days were **24 days** (2024: 24 days)[11](index=11&type=chunk) [Foreign Exchange Risk Management](index=4&type=section&id=Foreign%20Exchange%20Risk%20Management) Operating in mainland China, Hong Kong, and Macau, the Group faces currency risks from foreign currency-denominated receivables, payables, and cash balances, managing these risks by monitoring exchange rate trends and cash flow requirements - Operations span mainland China, Hong Kong, and Macau, with local costs and revenues primarily denominated in RMB, HKD, and MOP[12](index=12&type=chunk) - Currency risk primarily arises from foreign currency-denominated receivables, payables, and cash balances[12](index=12&type=chunk) - Foreign exchange risk is managed by monitoring foreign currency exchange rate trends and cash flow requirements[12](index=12&type=chunk) [Capital Expenditure](index=4&type=section&id=Capital%20Expenditure) For the year ended June 30, 2025, the Group's capital expenditure on plant and equipment and other fixed assets increased to HKD 59 million - Capital expenditure was **HKD 59 million** (2024: HKD 40 million), primarily for the purchase of plant and equipment and other fixed assets[13](index=13&type=chunk) [Human Resources](index=4&type=section&id=Human%20Resources) As of June 30, 2025, the Group had 1,478 employees, with a remuneration policy including annual salary increments and year-end performance bonuses, alongside an equity scheme to retain and incentivize talent - Employee headcount was **1,478**[14](index=14&type=chunk) - Remuneration policy includes annual salary increments and year-end performance bonus mechanisms[14](index=14&type=chunk) - An equity scheme is in place to grant share options and/or free shares

Financial Performance - Total revenue for the first half of 2025 was RMB 1,254,722 thousand, a decrease of 1.6% compared to RMB 1,274,843 thousand in the same period of 2024[5]. - Net income for the first half of 2025 increased by 39.4% to RMB 328,356 thousand, up from RMB 235,556 thousand in the first half of 2024[5]. - Management fee revenue rose by 2.3% to RMB 313,643 thousand, compared to RMB 306,634 thousand in the previous year[5]. - Performance fee revenue surged by 177.6% to RMB 27,878 thousand, up from RMB 10,043 thousand in the same period last year[5]. - For the six months ending June 30, 2025, the company's net income was RMB 1,244.1 million, a slight decrease of 1.7% compared to the same period in 2024, primarily due to a reduction in insurance product distribution[10]. - Shareholders' net profit increased by 41.6% to RMB 327.5 million for the six months ending June 30, 2025, compared to RMB 231.3 million for the same period in 2024[10]. - The company reported a 35.8% increase in operating income, rising from RMB 255.5 million in 2024 to RMB 347.0 million in 2025[12]. - The total revenue from wealth management business was RMB 862.7 million, a decrease of 2.2% from RMB 881.8 million in the first half of 2024[17]. - The adjusted net profit attributable to shareholders, a non-GAAP measure, increased by 33.9% to RMB 357.8 million from RMB 267.2 million in the previous year[12]. Operating Costs and Expenses - Operating costs decreased by 11.2% to RMB 897,061 thousand, down from RMB 1,009,888 thousand in the previous year[5]. - The company reported a significant increase in government subsidies, which rose by 68.9% to RMB 23,434 thousand[5]. - Total operating costs and expenses decreased by 11.2% from RMB 1,009.9 million in 2024 to RMB 897.1 million in 2025, mainly due to cost control strategies on employee compensation[53]. - Wealth management operating costs decreased by 12.4% from RMB 747.6 million in 2024 to RMB 654.6 million in 2025, attributed to reduced travel expenses and employee compensation control[57]. - Domestic public market securities operating costs decreased by 40.7% from RMB 950.28 million to RMB 563.99 million[61]. - Domestic asset management operating costs decreased by 53.6% from RMB 1,145.46 million to RMB 531.17 million[62]. - Domestic insurance operating costs decreased by 55.2% from RMB 824.13 million to RMB 369.36 million[63]. - Overseas wealth management operating costs decreased by 28.4% from RMB 2,872.49 million to RMB 2,055.62 million[64]. - Other operating expenses decreased by 61.6% from RMB 632 million to RMB 243 million[75]. Revenue Sources - The company aims to leverage its competitive advantage through personalized service models and an expanding global product portfolio[8]. - The company aims to expand its influence and investment share among global Chinese clients by investing in overseas markets and increasing its overseas financial advisor team[11]. - Domestic revenue slightly decreased compared to the same period in 2024, despite a 9.6% increase in income from publicly traded securities products, which partially offset a 12.7% decline in private equity product income[19]. - Overseas income accounted for 48% of total net income in the first half of 2025, representing a year-on-year growth, mainly from exclusive alternative investment products which increased by 18.9% compared to the same period last year[25]. - The number of overseas registered clients exceeded 18,800, a year-on-year increase of 13.0%, with active clients growing by 12.5% to over 3,600[27]. - Hedge fund and structured product fundraising reached $420 million, a year-on-year increase of 282.0%, while RMB-denominated private equity and private credit fund fundraising totaled $340 million, a 0.8% increase year-on-year[28]. - The overseas asset management division's active management product assets reached $41.4 billion, a year-on-year increase of 5.9%[28]. - The company aims to expand its customer base, particularly targeting high-net-worth investors in the U.S. and Canada[31]. - The company plans to enhance its product portfolio and investment capabilities to better serve a diverse customer base[32]. Strategic Initiatives - The company established its global headquarters in Singapore and formed a strategic partnership with Tokyo Star Bank in Japan during the first half of 2025[8]. - The company is focusing on adapting to a new paradigm driven by technology-induced deflation and efficiency gains for future growth[7]. - The company continues to emphasize education for clients and employees to navigate upcoming market changes[8]. - Cost reduction measures are expected to provide a solid foundation for margin expansion as revenues recover[32]. - The company plans to use 20% (HKD 63.1 million) for selective potential investments, with a timeline extended to the end of 2026[118]. Shareholder Information - The company does not recommend an interim dividend for the six months ending June 30, 2025[116]. - The company adopted a share incentive plan in 2022 to further align employee interests with company performance[97]. - The company has established standard labor, confidentiality, and non-competition agreements with employees[96]. - The company authorized a share repurchase plan on August 29, 2024, allowing for the repurchase of up to $50 million of American Depositary Shares over a two-year period[110]. - During the reporting period, the company repurchased a total of 739,834 American Depositary Shares, equivalent to 3,699,170 shares, at a total cost of $6,639,063.37[110]. Legal and Compliance - The company continues to comply with all relevant laws and regulations impacting its business operations, including the Securities and Futures Ordinance and the Insurance Ordinance[18]. - The company is involved in ongoing legal proceedings with 109 investors related to the Chengxing incident, with total claims exceeding RMB 358.5 million[121]. - The company has received a civil judgment requiring it to pay RMB 99.0 million in damages, which has been partially overturned in a subsequent ruling[122]. - The company has not faced any pending or ongoing legal, arbitration, or administrative proceedings that could significantly adversely affect its business or financial condition[123]. Employee Relations - The company maintains competitive compensation and performance-based dynamic work environment to attract and retain qualified personnel[96]. - Continuous investment in employee training and education programs is emphasized, including formal and on-the-job training for new hires[97]. - The total number of employees as of June 30, 2025, was 1,908, with 28.1% in business development roles[94]. - The company has not experienced any significant labor disputes during the reporting period, indicating good employee relations[97]. Investment and Assets - The company’s total assets amounted to RMB 117 billion with no interest-bearing debt, maintaining a robust capital structure[18]. - Cash and cash equivalents amounted to RMB 3,821.8 million as of June 30, 2025, indicating sufficient liquidity for at least the next 12 months[81]. - The company reported a total of 1,000,000,000 shares authorized as of December 31, 2024, with 335,153,359 shares issued and outstanding[138]. - The company’s total equity as of June 30, 2025, was RMB 9,661,763, down from RMB 10,012,740 as of December 31, 2024, reflecting a decrease of about 3.49%[138]. - The company has over 200 subsidiaries operating in various sectors, primarily focusing on wealth management services for high-net-worth individuals[151]. - The company has maintained a 100% ownership in its key subsidiaries, including Noah Investment Management and Noah Wealth Management, which are pivotal to its operations in China and Hong Kong[152].